02/12/1963 Lease
THIS INDENTURE OF LEASE, made and entered into by and between
MONROE COUNTY, FLORIDA (hereinafter referred to as "LESSOR "), and
SOUTHEAST AIRLINES, INC. J a Florida corporation (hereinafter referred
to as "LESSEE 11),
WITNESSETH
WHEREAS, Lessor owns an airport known as Key West International
Airport, located in Monroe County, State of Florida (hereinafter called the
"AIRPOR T "), the Airport being more fully shown on Exhibit "A" attached
hereto and made a part hereof, and
WHEREAS, Lessee is engaged in the business of transportation with
respect to persons, property, cargo and mail at the Airport, and
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 Lessee 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:
ARTICLE I - TERM: The term of this lease shall be for a period of
one year, commencing on the
1St day of
January
,A.D. 1963
and ending on the 31st day of
December
,A.D. 1962-
ARTICLE II - RENTAL: Lessee agrees to pay Lessor for the use
of the Airport, all premises, facilities and rights granted hereunder for do-
mestic operations only, except as hereinafter set forth, an annual rental of
$3,000.00, payable in equal monthly amounts of $250.00 each, such payments
to be made within ten days of receipt of Lessor'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
assigned to it in the Airport Terminal Building, and the privilege of operating
three (3) flights per day. In the event Lessee operates more than three
flights per day, Lessee shall then pay to the Les sor an additional sum of
$2.50 per flight over and above the three (3} flights per day, such pay-
ments to be in addition to the monthly payments contemplated hereunder.
ARTICLE 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 inci-
dental to its operation of a domestic air transportation system, including
specifically but not by way of limitation the use of said space for ticket
counter area, operations room and cargo storage area.
ARTICLE IV - GENERAL USE OF AIRPORT, 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 Lessee.
(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.
-2 -
I
(3) The right to make repairs, test, maintain, condition, service
with fuel, oil, greases or other supplies, park or store aircraft or other
equipment 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 trans-
portation companies.
(4) The right to train personnel in the employ of, or to be employed
by, Lessee.
{5} The right to install, maintain and operate, at Lessee1s expense,
by Lessee alone or in conjunction with any other air transportation com-
panies who are lessees at the Airport, or through a nominee, radio, tele-
phone, teletype and other communications equipment, meteorological and
aerial navigation equipment and facilities in or on premises leased exclu-
sively to Lessee, subject to the approval of Lessor so as to enable Lessor
to prevent interference with the reasonable use of the Airport by other
authorized persons, such approval not to be unreasonably withheld.
(6) The right to buy, sell, exchange or otherwise dispose of Lessee1s
aircraft, engines, accessories, gasoline, oil, greases, lubricants, fuel,
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 dome stic air
transportation, provided that such right shall not be construed as authorizing
the conduct of a separate business by Lessee, but shall permit Lessee to
perform such functions as are incident to its conduct of domestic air trans-
portation and further provided that Lessee shall not sell gasoline, fuel,
propellants, greases and other lubricants, except to a subsidiary or
affiliated company, unless authorized so to do by Lessor.
{7} The right to install, maintain and operate, or cause to be installed,
maintained or operated, without cost to Lessor, in a hangar or any other
buildings exclusively leased to the Lessee, a cafeteria, restaurant or other
-3-
plant for the purpose of preparing, cooking and dispensing of foods and
beverages for consumption on Lessee's aircraft, or for Lessee's employ-
ees, but shall not include the right to maintain or operate a public cafeteria
or restaurant for the purpose of selling food or beverages to the public. Any
space exclusively leased to the Lessee hereunder shall require an additional
rental to be paid other than the rental set forth in "Article II - Rental" here-
in, to be agreed upon by the Lessee and Lessor when said additional space
is necessary. Neither shall said right be considered to authorize the in-
stallation and operation of automatic vending machines of any nature at any
place on the Airport.
{8} The right to install, maintain and operate, without cost to Lessor,
by Lessee alone, or in conjunction with any other air transportation com-
panies' 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 IS offices,
the locations to be subject to the approval of Lessor, in so far as the in-
terests of safety and convenience of all are concerned, which approval shall
not be unreasonably withheld.
{9} The right, directly, or through a contractor of Lessee's choice,
to transport Lessee IS cargo, property and mail to, from and at the Airport
by such vehicles as Lessee or Lessee's contractor may desire or require.
This operation of such vehicles shall be subject to the reasonable regula-
tions of the Airport relative to the use of ground vehicles on Airport property.
{lO} The right to install and operate on the interior of the premises
exclusively leased, at Lessee!s expense, advertising signs representing
its business, which signs shall be substantially uniform in size, type and
location with those of other air transportation companies leasing space on
the premises. The number, size, type, design and location of all such
signs shall be subject, however, to the prior written approval of the Lessor.
-4-
{ll} Consolidation of Ground Services: The rights and privileges
granted the Lessee herein, with respect to the performance of ground ser-
vices and activities in connection with its air transportation operation at
the Airport, may be exercised by Lessee for and on behalf of any other
domestic air transportation company or companies authorized by Lessor
to use the Airport. Without limitation, such rights and privileges shall be
deemed to include all activities incidental to the handling of reservations,
the ticketing of passengers, the receipt, dispatch, loading, unloading and
storage of passengers and their baggage, property, cargo and mail, and all
ramp, repair, maintenance, storage, fueling and dispatching services in-
cidental to the operations of aircraft at the Airport. The foregoing shall
not be construed to authorize such other company or companies to use the
Airport without the payments of fees and charges established by Lessor.
{I2} The right to purchase, on or off said Airport, of Lessee's re-
quirements of gasoline, fuel, lubricating oil, grease, food and other passen-
ger supplies, and any other materials and supplies, from any person or
company of Lessee's choice, and the right to make agreements with any
person or company of Lessee's choice for work to be done for Lessee.
{13} The right to service, by Lessee, its suppliers or others, on
leased premises, and upon the apron of the Terminal Building, Lessee IS
aircraft and other equipment, by truck or otherwise, subject to regulations
of Lessor, concerning only the orderly operation of the Airport, with gas-
oline, oil, grease, and any other fuel, food or supplies to be used by Les-
see; such right shall include, without limiting the generalities thereof, the
right to erect, install and maintain on said Airport, on leased premises, in
accordance with insurance underwriters I standards, adequate underground
storage facilities for such gasoline, oil and other inflammable fuel or
supplies, together with necessary pipes, pumps, motors, filters and other
appurtenances, at convenient locations, upon the payment of an additional
-5-
rental other than the rental set forth in l'Article II - Rental" herein, to be
agreed upon by the Lessee and Lessor, such storage locations to be sub-
ject to prior written approval of Lessor when said additional space is
necessary, such approval not to be unreasonably withheld.
(14) Parking Space: The use by Lessee and its employees in com-
mon only with the other air transport operators who may be lessees of
space at the Airport and their employees, of adequate vehicular parking
space located as near as possible to said Administration Building, without
charge to Lessee or to said employees.
{IS} Right of Ingress and Egress: The right of ingress to and egress
from premises and facilities of the Airport herein leased, without charge
to Lessee, its employees, agents, passengers, invitees, and suppliers of
materials and furnishers of service.
(I6) 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 appur-
tenances, facilities and services connected therewith, and keep said Air-
port and its approaches free from obstruction, congestion and interference
for the safe, convenient and proper use thereof by Lessee and will maintain
and operate said Airport so as to entitle it to the approved rating by the
Civil Aeronautics Administration and all other appropriate regulatory
authorities.
(17) Building by Lessee: Lessee, at its own cost and expense, may
construct and install, in accordance with applicable laws and ordinances,
in or on any space which is exclusively leased to Lessee, any buildings,
structures or improvements, including equipment and underground stor-
age tanks necessary for use in connection with its domestic air transpor-
tation operations, the locations to be subject to prior written approval by
Lessor, such approval not to be unreasonably withheld. Lessee may at
-6-
its own cost and expense, alter, modify, repair and maintain any buildings,
structures or improvements constructed or installed on premises leased
hereunder, plans for which are to be subject to prior written approval of
Lessor, such approval not to be unreasonably withheld. Any space exclu-
sively leased to the Lessee hereunder shall require an additional rental to
be paid by the Lessee to the Lessor other than the rental set forth in l'Ar-
ticle II - Rentall1 herein, to be agreed upon by the Lessee and Lessor when
said additional space is necessary. Any building so constructed on the
leased premises by the Lessee shall at the termination of this lease revert
to the Lessor.
(18) Use of Public Address System:
Lessee shall have the privilege
of using the Airport public address system and operating a sufficient num-
ber of microphone units to properly conduct their business in the area in
the Terminal Building leased hereunder, without further charge. Lessee
shall have the use of such units presently installed in the leased space.
However, additional units used by Lessee may be procured and installed at
Lessee's expense and any expense involved in relocation of any units will
be borne by Lessee.
(19) Alterations and Improvements: Lessee is not authorized to make
any alterations or improvements to the herein leased premises without prior
written approval of Lessor, such approval not to be unreasonably withheld.
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 Lesseets domestic air transportation business and will be in
accordance with the following conditions:
{I} General: It is expressly understood that Lessor will keep the
public space in the Terminal Building attractively furnished, and will pro-
vide and supply adequate light, electricity and water for the public space;
janitors and other cleaners necessary to keep the public space in the Ter-
minal Building at all times clean, neat, orderly, sanitary and presentable.
-7 -
(2) Electricity: Lessee agrees to pay Lessor for all electricity
used by it in the space leased and solely occupied by it hereunder. Such
electricity will be separately metered.
(.3) Janitor and Cleaning Services: Lessee shall, at its own expense,
provide janitor and cleaning services within the exclusive space leased and
occupied hereunder, and shall keep the space in a clean and sanitary con-
dition at all times.
(..essor agrees to provide adequate rubbish containers into which Les-
see may, with its own personnel, dump rubbish which may accumulate in
Lesseets normal use of the Terminal Building.
{4} The operations of Lessee shall be conducted in an orderly and
proper 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
corridor of leased space, except in instances where damage to such glass
should occur through the acts of Lessee, its agent, suppliers, passengers,
or others doing business with it at the Airport, in which event Lessee will
assume such responsibility.
{6} The personal property placed or installed by Lessee in the exclu-
sively leased area shall remain the property of Lessee and must be removed
on or before the expiration of the term hereby granted. In the event of ex-
piration or other termination, Lessee shall have ten (10) days, exclusive of
Saturdays, Sundays or holidays, after such termination, in which to remove
its property.
{7} If Lessee shall fail to remove its property upon the expiration 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 Lesseets expense and risk, remove such property to a public ware-
house for deposit, or retain the same in its own possession, and after the
-8-
expiration of thirty (30) days therefrom, sell the same at public auction,
the proceeds of which shall be applied first to the expenses of sale, se-
cond 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 expressly 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 or
ice cream products, tobacco or tobacco products, periodicals, books,
drugs, toys, games, souvenirs, jewelry, novelties, clothing, flowers,
sporting goods, photographic goods, or toilet articles, or for the furnish-
ing, for a consideration, of theatre tickets, shoe shines, pressing and
cleaning (except of its employees I uniforms), developing and printing of
photographs and films, ground baggage checking services or for the display
of the advertising of third parties, except in cases in which Lessee handles
ground services for another air transportation company, pursuant to Para-
graph fIl} of ARTICLE IV, or for the installation of any coin-operated
machines or devices, or for any other purpose beyond those herein expres-
sly authorized.
(9) 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 any obligation to do so) to enter thereon to
make ordinary repairs and, in the event of an emergency, to take such ac-
tion therein as may be required for the protection of persons or property
or otherwise to execute the terms and conditions of this lease.
(10) The Lessee shall, at its expense, repair or replace, as may be
required all electrical incandescent bulbs or flourescent tubes or other
lighting devices located within the space leased hereunder.
{II} Improvements: During the term of this lease, neither Lessor
nor Lessee is obligated by this lease to make any repairs, replacements,
improvements, alterations or additions of any nature, other than those
-9-
specifically agreed upon in this lease, except that Lessor shall make such
structural repairs as may be required to keep the leased space usable for
the purposes leased.
ARTICLE VI - INSURANCE AND INDEMNITY: Lessee shall main-
tain public liability, Airport liability, aircraft liability, fire and property
damage insurance, and shall carry Workmen's Compensation and employ-
ers' liability insurance as required by law. Lessee shall indemnify and
hold harmless Lessor from any and all demands, losses, liabilities 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 acts or omissions of Lessee, its employees or agents in
connection with Lessee1s use and occupancy of the demised premises, ex-
cluding, however, such as may be occasioned by the negligence of Lessor,
its employees or agents. Lessor shall give to Lessee prompt and timely
notice of any claim made or suit instituted, which in any way, directly or
indirectly, contingently or otherwise, affect or might affect, Lessee and
Lessee shall have the right to compromise or participate in the defense of
the same to the extent of its own interests.
ARTICLE VII - QUIET ENJOYMENT:
Lessor agrees that, on pay-
ment of the rentals, fees and charges herein provided for, and performance
of the covenants and agreements on the part of Lessee to be performed here-
under, Lessee shall peaceably have and enjoy the leased premises, rights
and facilities herein granted.
ARTICLE VIII - CANCELLATION BY LESSOR: In the event that Les-
see shall file a voluntary petition in bankruptcy or that proceedings in bank-
ruptcy shall be instituted against it and Lessee is thereafter adjudicated
bankrupt, pursuant to such proceedings, or that the court take jurisdiction
of Lessee and its assets, pursuant to proceedings brought under the pro-
visions of any Federal reorganization act, or that a receiver of Lessee's
-10-
assets shall be appointed, or that Lessee shall be prevented by any final
action of any Federal or State authority from conducting and operating its
transportation system for the carriage of persons, property and mail by
aircraft at the Airport, or that Lessee shall fail to perform, keep and
observe any of the terms, covenants or conditions herein contained on the
part of Lessee to be performed, kept or observed, Lessor may give Les-
see notice in writing to correct such condition or cure such default, and,
if any such condition or default shall continue for thirty {30} days after
the receipt of such notice by Lessee, the Lessor may, after the lapse of
said thirty (30) days t period and prior to the correction of or curing of
such condition or default, terminate this lease by a twenty (20) days' writ-
ten notice and the term hereby demised shall thereupon cease and expire at
the end of such twenty (20) days in the same manner and to the same effect
as if it were the expiration 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
cancel this lease in its entirety and terminate all or any of its obligations
hereunder at any time by thirty {3D} days I written notice upon or after the
happening of anyone of the following events:
A. Any failure or refusal by the Civil Aeronautics Administration to
permit Lessee to operate into, from or through said Airport with the type
of equipment 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
thirty (30) days after receipt of a written notice of the existence of such breach.
C. The inability of Lessee to use said premises and facilities con-
tinuing for a longer period than thirty PO) days due to any law or order, rule
or regulation of any appropriate governmental authority having jurisdiction
over the premises or the operations of Lessee, except that, upon the inabil-
ity of Lessee to use the Airport and leased premises because of war, earth-
-11-
quake, or other casualty, Lessee may suspend this lease during such in-
ability. During the period of any such suspension the Lessor retains the
right to utilize the leased premises as it deems advisable. The inability
of the Lessee to use said premises and facilities due to strikes of its em-
ployees shall not be considered grounds for the Lessee to terminate or
cancel this lease.
D. The termination of Lessee's obligations or right to carry passen-
gers 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 hereof, nor shall Lessee sublet the premises nor any part
thereof herein leased to Lessee, without the prior written consent of Les-
sor, except that, without such consent, Lessee may assign this lease to
any corporation with which Less ee is affiliated, may merge, consolidate,
or which may succeed 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 to and
bind the legal representatives, successors and assigns of the respective
parties hereto.
ARTICLE XII - COVENANT NOT TO GRANT MORE FAVORABLE
TERMS: Lessor covenants and agrees not to enter into any similar lease,
contract, or agreement with any other scheduled domestic air carrier, with
respect to the Airport, containing more favorable terms than this lease, or
to grant to any other scheduled domestic air carrier rights, privileges or
concessions with respect to the said Airport which, if available, are not
accorded to Lessee hereunder unless the same terms, rights, privileges
and concessions are concurrently made available to Lessee. However, in
the event Lessee suspends or ceases operations as hereinbefore set forth,
Lessor shall have the right to negotiate with other air carriers for temporary
operation on any basis it considers reasonable.
-12 -
ARTICLE XIII - DAMAGE OR DESTRUCTION OF PREMISES:
If any building of Lessor in which Lessee occupies exclusive space here-
under shall be partially damaged by fire, the elements, the public enemy
or other casualty but not rendered untenantable, the same shall be repair-
ed with due diligence by Lessor at its own cost and expense. If the damage
shall be so extensive as to render such building untenantable but capable of
being repaired in thirty (3D) days, the same shall be repaired with due dili-
gence by Lessor at its own cost and expense and the rent payable hereunder,
with respect to Lessee's exclusive space in such building, shall be propor-
tionately paid up to the time 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 damaged that it will or does remain untenantable
for more than thirty QO} days, at the option of Lessee, either:
(I) said building shall be repaired or reconstructed with due diligence
by Lessor at its own cost and expense, and the rent payable hereunder 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
cease until such time as said building shall be fully restored; or
(2) if within twelve (12) months after the time of such damage or de-
struction' said building shall not have been repaired or reconstructed for
Lessee's use, Les see 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 dam-
age or destruction, such part of this lease as relates only to said building.
In the event that the Airport, or any other premises herein leased,
are rendered untenantable or unusuable because of the condition thereof,
there shall be a reasonable and proportionate abatement of the rentals, fees
and charges provided for herein during the period that the same are so un-
tenantable or unusable.
-13-
ARTICLE XIV - 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 mail, addressed to Lessee at
or at the address Lessee may substitute therefor by notice to Lessor, or
left at such address, and the time of rendition of such bill or statement and
the giving of such notice or communication shall be deemed to be the time
when the same is mailed, left or delivered as herein provided. Any notice
from Lessee to Lessor shall be validly given if sent by registered or cer-
tified mail, addressed to the Board of County Commissioners, Monroe
County Court House, Key West, Florida, or such other address as Lessor
shall hereafter designate by notice to Lessee.
ARTICLE XV r In the event the Lessee and/or its legal representa-
tives, successors and assigns, during the term of this lease engage in fly-
ing international flights from and to the Airport, then and in that event the
Lessee shall pay an additional rental other than the rental set forth in "Ar-
ticle II - Rental" herein, to be agreed upon by the Lessee and Lessor, which
said rental will be for the additional use of the Airport and additional ser-
vices furnished by the Lessor.
ARTICLE XVI:- The Lessee shall have the right to renew this lease
for an additional term of one year, at rentals to be mutually agreed upon at
the time of such renewal between Lessor and Lessee.
IN WITNESS WHEREOF, the parties hereto have caused these presents
to be executed as of the I J if day of
fI.- 6,
, A. D. 1 96J.
Attest:
MONRO:;: COUNTY'7F
/7 // /
By\, .'. . /,,1.0 >
Chairman, Boar
RIDA I
,#' , ,f fi..f /\
/ " /,/ Ii."
'. /l 1. I .' ,.......J
of County Commissioners.
'It
,. t:u{~~
Clerk of the Circuit Court in and for
Monroe County, Florida, and ex officio
Clerk of the Board of County Commission.-
ers of Monroe County, Florida.
-14-
I,
SOUTHEAST AIRLINES, INC.
By ~iving~ ~ 9Y'
PRESIDENT.
Attest:
)~//tA'1 c,g~~ L-'
l' :J Mary E. Sittman,
SECRETARY.
-15-