02/23/1971 Lease
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THIS INDENTURE OF LEASE, made and entered into by and between
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MONROE COUNTY, FLORIDA, (hereinafter referred to as "LESSOR "), and
SOUTHEAST AIRLINES, INC., a Florida corporation (hereinafter referred
to as "LESSEE II),
WITNESSETH:
WHEREAS, Lessor owns an airport known as Key West International
Airport, located in Monroe County, State of Florida (hereinafter called the
"AIRPOR T "), and
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WHEREAS, Lessee is engaged in the business of transportation with
respect to persons, property, cargo and mail at the Airport, and
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WHEREAS, Lessee desires to lease certain premises, facilities and
rights in connection with and on the Airport and Lessor is willing to lease
same to Les see upon the terms and conditions hereinafter stated,
NOW, THEREFORE, for and in _consideration of the premises and of
the mutual covenants and agreements herein contained, and other valuable
considerations, Lessor does hereby demise and let unto Lessee and Lessee
does hereby hire and take from Lessor certain premises, facilities and
rights in connection with and on the Airport as follows, to-wit:
AR TICLE I - TERM:
The term of this lease shall be for a period of
one year, commencing on the 1 ST
day of FEBRUARY
A. D. 19 71 , and
ending on the 31 ST
day of JANUARY
T
, A. D. 1972 .
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AR TICLE II - RENTAL: Les see agrees to pay Les sor for the use of
the Airport, all premises, facilities and rights granted hereunder for domestic
operations only, except as hereinafter set forth, an annual rental of $12,600.00,
payable in equal monthly amounts of $1, 050.00 each, such payments to be made
within ten day s of receipt of Les sorf s billing therefor; but not earlier than the
first day of each month for which the rent is applicable.
The above payments are based upon the Lessee's use of facilities as-
signed to it in the Airport Terminal Building.
AR TICLE III - EXCLUSIVE SPACE IN ADMINISTRATION BUILDING:
The exclusive use of the space referred to under Article II herein for such
uses as the Lessee may desire to make thereof in connection with or inciden-
tal to its operation of a domestic air transportation system, including speci-
fically but not by way of limitation the use of said space for ticket counter
area, . operations room and cargo storage area.
AR TICLE IV - GENERAL USE OF AIRPOR T, LEASED PREMISES
AND FACILITIES: As duly authorized by competent Governmental authority,
Lessee shall have the right to operate a domestic transportation system, at
the Airport, by aircraft, for the carriage of persons, property, cargo and
mail, which right shall include the following:
(1) The right to use, in common with other domestic operators
authorized to do so, the common areas of the Airport and appurtenances
thereto, which have been designated by Lessor for common use, including,
but not limited to, landing areas, aprons, taxiways, roadways, flood lights,
ramp lighting, beacons, signals, radio aids, sewerage, control tower, fire
and crash equipment and other conveniences for flying, landing, and take-offs
of aircraft of Les see.
(2) The right to land, take-off, fly, taxi, tow on the ground, load and
unload aircraft and equipment used by Lessee in its operation of a domestic
air transportation system on the Airport.
(3) The right to make repairs, test, maintain, condition, service with
fuel, oil, greases or other supplies, park or store aircraft or other equip-
ment of Lessee or, with prior permission of Lessor, of any other scheduled
domestic air transportation company, on premises leased to Lessee or on
premises leased to such other scheduled domestic air transportation companies.
(4) The right to train personnel in the employ of, or to be employed by,
the Lessee.
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(5) The right to install, maintain and operate, at lessee's expense,
by Lessee alone or in conjunction witlt any other air transportation companies
who are lessees at the Airport, or throuilt a nominee, radio, telephone, tele-
type and other communications equipment, meteorological and aerial navi-
gation equipment and facilities in or on premises leased exclusively to Les-
see, subject to the approval of Lessor so as to enable Lessor to prevent in-
terference with the reasonable use of the Airport by other authorized persons,
such approval not to be unreaaonahly withheld.
(6) The right to buy, sell, exchan~e or otherwise dispose of Lessee's
aircraft, engines, accessories, gasoline, oil, greases, lubricants, fuel,
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food and other equipment or supplies, including any article or goods used by
or bought for use by Lessee in connection with its conduct of domest ie ai r
transportation, provided that Buch right shall not be construed asauthorizillg
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the conduct of a separate business by Lessee, but shall permit Lessce to pcr-
form such functions as are incident to its conduct of domestic air transporta-
tion and further provided that Lessee shall not sell gasoline, fuel, propellants,
greases and other lubricants, except to a subsidiary or affiliated company, un-
less authorized so to do by Lessor.
(7) The right to install, maintain and operate, or cause to be installed,
maintained or operated, withom:: cost to Lessor, in a hangar or any other
buildings exclusively leased to .che Lessee, a cafeteria, restaurant or other
plant for the purpose oi preparing, cooking and dispensing of foods and bev-
erages for consumption on Lessee's aircraft, or ior Lessee's employees. but
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shall not include the right to maintain or operate a public caieteria or restan-
rant for the purpose of selling food or beverages to the public. Any space cx-
elusively leased to the Lessee hereunder shall require an additional rental to be
paid other than the rental set forth in "Article II - Rental" herein, to be agreed
upon by the Lessee and Lessor when said additional space is necessary. Neither
shalllaiGl rillht be considered to authorize the lnl!llaliillion litld operatioll uf. ~lIto.
matic vending machines of any nature at any place on the Airport.
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(8) The right to install, maintain and operate, without cost to Lessor,
by Lessee alone, or in conjunction with any other air transportation compan-
ies who are lessees at the Airport, or through a nominee, a message tube
system and other communication systems between suitable locations in the
aircraft loading areas and suitable locations in or about Lessee's hangars
and between any or all of the said locations and Lessee's offices, the locatiolls
to be subject to the approval of Lessor, in 80 far as the interests of safety and
convenience of aHare conCerned, which approval shall not be unr easonably
withh.eld.
(9) The right, directly, or through a contractor of Lessee's choice, to
transport Lesseelscargo, property and mail to, from and at the Airport by
such vehicles as Lessee or Le.seels contractor may desire or require. This
operation of such vehtchts sball be subject to the reasonable regulations of the
Airport relative to the useo! ground vehicles on Airport property.
(10) The ri.ltt to install and operate on the interior of the premises ex-
clusively lea.sed, at Lees.e'. espens., advertiaini signs representing its busi-
ness, which signs shall be su.bstantiaUy uniform in size, type and location with
those 01 otb.~u' air tra.sportation companies leasing space on the premises.
The number, .1Z8, type, d.sian and location of ali such signs shall be subject,
however, to the prior wl'itten approval of the Lessor.
(11) Consol.idation o(Orotmd Services: The rights and privileges granted
the Les..ee herein, withreapect to the performance of ground services and ac-
tiviti.s in conn:action with its air transportation operation at the Airport, may
be exerclled by Le8.ee for and on bebalf of any other domestic air transporta-
tion company or cOm-panies authorized by Lessor to use the Airport. Without
limitation, such daMs and: privUe.es shall be deemed to include all activities
incidental to the handlin. of r...ervations, the ticketing of passenger s, the re-
ceipt, dispatch, loading, \lnloadtlll aua storage of passengers and their baggage,
prO,-l'ty,car.o.ad mail, and aU rami>. repair, mairih-nance, storage, fuclin~
a1'ld dispatchin8 ..rvic.s lucideatal to the op81'at10118 of aircraft at the Airport.
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The foregoing shall not be construed to authorize such other company or con;-
panies to use the Airp()rt without the payments of fees and charges established
by Lessor.
(12) The ri,ht to purchase, on or off said Airport, of Lessee's re-
quirements of aasoline, fuel, lubricating oil, grease, food and other passen-
gel' supplies,and any other materials and supplies, from any person or com-
pany of Les.eer. choice, and the right to make agreements with any person
or company of L.essee 's choice for work to be done for Lessee.
(I3) The riiht to service, by Lessee, its suppliers or others, on
leased premise.. and Upon the apron of the Terminal Building, L(>sseefs air-
craft and other eql.lipment, by truck or other.ise, subject to regulations of
Lessor. c01l.c8rning only tbe orderly operation of the Airport, with gasoline,
oil. .rease,. and any otllt!!r fuel, food or suppiies to be used by Lessee; such
riaht shall include. without limiting the generalities thereof, III e right to erect,
install and maintain on said Airport, on leased premises, in accordance with
insurance underwriters' stan.ard., adequate underground storage facilities
for such ,as~lin.,oil an.d .tller inflammable fuel or supplies, together with
necessary pipes, pumps, motors, filters and other appurtenance s, at con-
venient locations, upon tlte payment of an additional rental other than the ren-
tal 8.t fortlt in "Article II ... ~ental" herein, to be agreed Upon by t.he Lessee
and Leslor, such fiJtorag.. locations to be subject to prior written approval of
Lessor when said additional space is necessary, such approval not to be un-
reasonably withheld.
(I.) Patkina Spa.ce.: The t18e by Lessee and its employees in common
only with the other air tran.port operatorl!l who may be lessee s of spac e at the
Airport&1'1d thei~ employe.., of adequate vehicular parking space located as
near a. possible to said Admhdstration Building, without charge to Lessee
or to said employees.
(15) .ilit ,Of.litare.J1, &ad. .E;.res8: The right of ingress to and egress
from p..8mt.e. artd tacrlllth.. nf th... Afrpn 1'"t "1" 1",., n 1 P;l',,' d , . "1/ j ! r I ~'ll L \ 11.1' g l' I...
Le..ee, its employees, agenta, passengers, invitees, and SU!,ptif'I"S ul
materia,ls and furnislt.rllof service.
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(16) ;Maintenance and Operation of Airport: Lessor agrees that it
will, at all times, maintain and operate and keep clean with adequate and
efficient personnel, and keep in good repair, said Airport and the appurl e n-
ances, facilities and services connected therewith, and keep sai d Ai rpo rt
and its approaches free from obstruction, congestion and interference for
the 8afe, convenient and proper use thereof by Lessee and will maintain and
operate said Airport so as to entitle it to the appTOVE"r1 rating by the Ff'deral
A viation Agency and all other appropriate regulatory authoriti os.
(17) Building by Lessee:
Lessee, at its own cost and expense, may
construct and install, in acco.fdance with applicable laws and ordinances. in
or on any space which is exclusively leased to Lessee, any buildings. strue-
tures or improvements, including equipment and underground storage liU\ks
necessary for use in connection with its domestic air transportation operatjutls,
(IS) Use of Public Address System:
Lessee shall have the privilege of
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(19) Alterations and Improvements: Lessee is not authorized to 111ake
any alterations or improvements to the herein leased premises without prior
written approval of Lessor, such approval not to be unreasonably withhC'ld.
ARTICLE V - USE OF TERMINAL BUILDING: The use of space in
the Terminal Building leased hereby shall be for purposes incidental to the
operation of Lessee's domestic air transportation business and will be in
accordance with the following conditio'ns:
(I) General: It is expressly understood that Lessor will kcep the public
space in the Terminal Building attractively furnished, and will provide and
supply adequate light, electricity and water for the public spacci janitors and
other cleaners necessary to keep the public space in the Terminal Building at
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all times clean, neat, orderly, sanitary and presentable.
(2) Electricity:
Lessee !agrees to pay Lessor for all dectricity useu
by it in the space leased and solely occupied by it hereunder. Such el eet rid ty
will be separately metered.
(3) Janitor and Cleaning Services: Lessee shall, at its Own expense,
provide janitor andcleanini services within the exclusive space leased and
occupied hereunder, and shall keep the space in a clean and sanitary condition
at all times.
Lessor agrees to provide adequate rubbish containers into which Lessee
may, with its own personnel, dump rubbish which may accumulate in Lesseers
normal u'se of the. Terminal Building.
{4} The operations of Lessee shall be conducted in an orderly and pro-
per manner and so'as not to annoy, disturb or be offensive to others at the Airport.
(5) It shall be Lessor's responsibility to maintain and replace all glass
bordering both on the field side of the leased space and on the public corridur
of leased space, except in instances where damage to such glass should uccur
through the acts of Lessee, its agent, suppliers, passengers, or OthCl.S doing
business with it at the Airport, in which event Lessee will assume such rc-
sponsibility.
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(6) The personal property placed or installed by Lessee in the cxdusive-
ly leased ar.ea shall remain the property of Lessee and must IH' rpmuved on
or before the expiration of the term hereby granted. In the event of cxpirakon
or other termination, Lessee shall have 10,days, exclusive of Saturdays, 51111-
days or holidays, after such termination, in which to remove its propf'rly.
(7) tf Lessee shall [ail to remove its property upon the expiralion or
termination hereof, Lessor may, at its option, after expiration of period of
grace granted by the preceding paragraph hereof, as agent for LesseE' and at
Lessee's expense and risk, remove such property to a public warehouse for
deposit, or retain the same in its own possession, and aftE'r the expiratiotl of
30 days therefrom, s~ll the same at public auction, the proceeds of which shall
be applied first to the expenses of sale, second to any sums owed by Lessee to
Lessor, and any balance remaining shall be paid Lessee, or may take such
other action as may be necessary or desirable.
{8} Unless otherwise expre/ssly provided or agreed, Lessee shall not
use the leased space (or permit it to be used) for the sale to its employees or
to any other person, of any beverages, food, candy, gum, ice cream OJ" jcp
cream products, tobacco or tobacco products, periodicals, books, drugs, toy 8.
games, souvenirs, jewelry, novelties, clothing, flower s. spo rUng goods, pho-
tographic goods, or toilet articles, or for the furnishing. for a considcra.tio!),
of theatre tickets, shoe shines, pressing and cleaning (except of its ClllploYP'csl
uniforms), developing and printing of photographs and films, ground baggage
checking services or for the display 01 the advertising of third parties, except.
in cases in which Lessee handles ground serv'ices for another air transportation
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company, pursuant to paragraph (ll) of ARTICLE IV, or for the installation of
any coin-operated machines or devices, or for any other purpose beyond those
herein expressly authorized.
(V The Lessor, ,or its authorized representative, shall have the right
at any time and as often as it considers necessary, upon request to Lessee, to
inspect the space and "Without obligation to do so) to enter thereon tu wakl~ 01'-
d1na.1'Y ropair, and, in th,. fOVr"nt of Iln "rT'''q~f'IIl'Y, '1,1:11'1' lill' I, ", Ii.." 11,\" 1'1
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as may be required for the protection' of persons or property or othel"\vlHI'
to execute the terms and conditions of this lease.
(10) The Lessee shall, at its expense, repair or replace, as rTlay be
required, all electical incandescent bulbs or flourescent tubes or other
lighting devices located within the space leased hereunder.
(11) Improvements:
During the term of this lease. neither Lessor
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public liability, Airport liability, aircraft liabi lity. fire and property damage
insuranc e, and shall carry Workmen IS Compensation and employ or s' liability
insuranc e as required by law. Les see shall in demnify and hold harml (' s s
Lessor from any and all demands J 108 se s, liabilit iea or judgments. together
with costs and expenses incident thereto, which may accrue against, be charged
to, or be recoverable from Lessor as a result of the negligent act s or omis-
sions of Lessee, its employees or agents in connection with Lessee's llse and
occupancy of the demised premises, excluding, however, such as may he
occasioned by the negligence of Lessor, its employees or agents. Le s sor
shall give to Lessee prompt and timely notice of any claim made or sutt i nsti-
tuted, which in any way, directly or indirectly, contingently or otherwise,
affect or might a.ffect, Lessee and Lessee shall have the right to c.onlprulnise
or participate in the defense of the same to the extent of its own interests.
ARTICLE VII - QUIET ENJOYMENT: Lessor agrees that, on payment
of the rentals, fees and charges herein provided {or, and performance of thu
covenants and agreements on the part of Lessee to be performed hereunder,
Lessee shall peaceably have and enjoy the leased premisos, ri~hts alld facili-
ties herein granted.
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AR'I'ICLE VIII - CANCELLATION BY LESSOR: In tht' C'VPllt 1.1'!HH'C'
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shall file a valuntary petition in bankruptcy or proceedings in bankruptcy
shall be instituted against it and Lessee is thereafter adjudicated bankrupt,
pursuant to such proceedings, or that the caurt take jurisdiction of Lessee
and its assets, pursuant to. proceedings braught under the provisions of an)'
Federal rearganization act, 0.1' that a receiver af Lessee's assets shall be
appointed, or that Lessee shall be prevented by any final action of any Fed-
eral 0.1' State authority frotn conducting and operating its transportation sys-
tern for the carriage of persans, property and n1ail by aircraft at the Ai rport I
or that .Lessee shall fail to perform, keep and observe any of the terms, covt'-
nants or conditions herein contained on the part of Lessee to be perforn1(~d,
kept or observed, Lessor may give Lessee notice in writing to correct Milch
condition or cure such default, and, if any such condition or default shall con-
tinue for 30 days after the receipt of such notice by Lessee, the Lessor may,
after the lapse of said 30 days period and prior to the correction or cllring of
such condition or default, terminate this lease by a 20 days written natice
and the term hereby demised snaIl thereupon cease and expire at the end of
such 20 days in tho same manner and to the same effect as if it were the ex-
pi ration of the original term.
ARTICLE IX - CANCELLATION BY LESSEE:
Lessee, in addition to
any right .of cancellation or any other right herein given to Lessee, may can-
eel this lease in its entirety and terminate all or any of its obligations hf're-
under at any time by 30 days written notice upon or after the happening of any
one of the following events:
A. Any failure or refusal by the Federal Aviation Agency to pern,it
Lessee to operate into, from or through said Airport with the type of p-quip-
ment which Lessee happens to own at any time.
B. The breach by Lessor of any of the covenants or agreements here-
in contained and the failure of Lessor to remedy such breach for a period of
30 days aftor receipt of written noti~p. of thA PxiAtf>nf'f' of Rl1rh hrf':lt'h
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C. The inability of Lessee to use said premlses and facilities tOl1-
tinuing for a longer period than 30 days due to any li'lW or order. rtll{~ or
regulation of any appropriate governmental authority having jurisdiction
over the premises or the operations of Lessee, except thaI, upon Ihe in-
ability of Lessee to Use the Airport and leased premises because of Wilr,
earthquake, or other casualty, Lessee may suspend this lease during such
inability. During the period of any such suspension the Lessor rf'tains lhe
right to utilize the leaBed premises as it deems advisable. The inabilitv
oft h e L e sse e to use 8 aid pre m i s e san d fa c i lit i e s due 10 s t r i k l' S 0 fits C I 11 .,
ployees shall not be considered [lrounds for the Lessee to terminale or cancl'l
this lease.
D. The termination of Lesseers obligations or right to carry paSRf'tlgl'rs
and/or United States Air Mail to, from or through Key West, Florida.
ARTICLE X - ASSIGNMENT AND SUBLETTING: Lessee shall not. at
any time, unless provided for elsewhere in this lease, assign this lease or
any part thereof, nor shall Lessee sublet the premises nor any part fherQof
herein leased to Lessee, without the prlOr writteri consent of Lessor, excl'}>t
that, without such consent, Lessee may assign this lease to any corporalioll
with which Lessee is affiliated, may merge, consolidate, or which 111ay suc-
ceed to the business of Lessee.
ARTICLE XI - SUCCESSORS AND ASSIGNS BOUND BY THIS AGREE-
MENT:
All the covenants and agreements in this lease shall extend In and
bind the legal representatives, successors and assigns of the respective pilr-
ties b.ereto.
ARTICLE XII .. DAMAGE OR DESTRUCTION OF PREMISES:
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If allY
building of Lessor in which Lessee occupies exclusive space hereunder shall
be partially damaged by fire, the elements, the public enemy or other c:asual-
ty but not rendered untenantable, the same shall be repaired with due diligcl1ce
by Lessor at its Own cost and expense. U the damage shall be 80 extensivl' as
to render such buildin).{ untenantable but capable of being repai red ill W rhYl1,
the same shall be repaired with due diligence uy LfHHHH at itf! OW/1 cOfd all<l
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expense and the l.(~nt payable hert'under, with rl'Hpel'1 to I,CHHI'I"S "X( IUHivI'
space in such building, shall be proportionately paid up to the t illH' of such
damage and shall thenceforth cease until such time as such building shall be
fully restored. In case any such building is completely destroyed by fire,
the elements, the public enemy or other casualty, or So darnaged that it
will or does remain untenantable for more than 30 days, at the option of
Lessee, either:
(l) said building shall be repaired or reconstructed with due diligence
by Lessor at its own cost and expense, and the rent payable hereundt>r with
respect to Lessee's exclusive space in said building shall be proportionately
paid up to the time of such damage or destruction and shall thenceforth ceaRe
until such time as said building shall be fully restored; or
(2) if within 12 months after the time of such damage or dcstructio~,
said building shall not have been repaired or reconstructed for Lesset~rs use,
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Lessee may give Lessor written notice of its intention to then cancel this
lease in its entirety or to cancel as of the date of such damage or destruc-
tion, such part of this lease as relates only to said building.
In the event that the Airport. or any other premises herein leased. .
shall be rendered untenantable or unusable because of the condition thereof,
there shall be a reasonable and proportionate abatement of the rental H, fees
and charges provided for herein during the period that the sarne are so un-
tenantable or unusable.
AR TICLE XIII - NOTICES: A bill or statement may be rendered or
any notice or communication which Lessor may desire to give Lessee shall
be deemed sufficiently rendered or given if the same be in writing and sent
by registered or certified m<iil, addressed to Lessee at
P. O. Box 2497,
A. M. F.. Miami, Florida
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substitute therefor by notice to Lessor, or left at such address, ilnd the time
of rendition of such bill or statement and the giving of such notice or COtn-
munication shall be deemed to be the t.izne when th<:' S;lnl(~ iH lYlaill'r1, II.fl Il/'
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delivered as herein provided. Any notice from Lessee to Lessor shall be
validly given if sent by registered or certified mail, addressed to the P,oard
of County Commissioners, Monroe County Court House, Key WeRt, Florida,
or such other address as Lessor shall hereafter designate by notice to Lessee.
ARTICLE XIV: In the event the Lessee and/or its legal representatives,
successors and assigns, during the term of this lease engage in flying in-
ternational flights from and to the Airport, then the Lessee shall pay an
additional rental other than the rental set forth in "Article II - Rental" here-
In, to be agreed upon by the Lessee and Lessor, which said rental will be
for the additional use of the Airport and additional services furnished by the
Lessor.
AR TICLE XV :
The Lessee shall have the right to renew t his lease
for an additional term of 1 year, at rentals to be mutually agreed upon at
the time of such renewal between Lessor and Lessee.
IN WITNESS WHEREOF. the parties have caused these presents to
be executed as of the~~ day of
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. A. D. 191. .
Signed, sealed and delivered
in Our Presence:
MONROE COUNTY, FLORIDA
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- f?~ tHL~1 tl ()J 1Q/)'\/
As to the Lessor.
By
County and Chair-
Board of Count y Com-
missioners.
(Seal)
Attest:
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Clerk of the Circuit Court of MonnH'. Coun-
ty. Florida and ex officio Clerk of the
Board of County Commissioners of Monroe
County, Florida.
SOUTHEAST AIRLINES, INC.
By -.. 4..., ~ ~.- _~
Pr ident.
(Sea I)
As to the Lessee.
Attest:
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