04/22/1975 Lease
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THIS INDENTURE OF LEASE, made and entered into by and between
MONROE COUNTY, FLORIDA (hereinafter referred to as "LESSOR "), and
SOUTHEAST AIR LINES, INC., a Florida corporation (hereinafter referred to
as "LESSEE"),
WITNESSETH:
WHEREAS, Lessor owns an airport known as Marathon Airport,
located in Marathon, Monroe County, State of Florida (hereinafter called the
"AIRPORT"), 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 Les sor certain premises, facilities, and
rights in connection with and on the Ailp ort as follows, to-wit:
AR TICLE I - TER M: The term of this lease shall be for a period of
one year commencing on the first day of May, 1975, and ending on the 30th
day of April, 1976.
AR TICLE II - RENTAL: Lessee agrees to pay Lessor 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 $2,400.00
payable in equal monthly amounts of $200. 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 facUities
assigned to it in the Airport Terminal Building, and the other privileges here-
inafter contained in Article IV.
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In addition to the foregoing monthly payments, Lessee covenants
and agrees with Lessor to pay the required State Rental Tax.
The Lessee further agrees that in the event the Lessor is required
to post guards at said Airport to inspect luggage and passengers flying on
Lessee's aircraft that Lessee will pay for the cost of said guards.
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 incidental
to its operation of a dome shc 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.
AR TICLE 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 there-
to, which have been designated by Le,ssor 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 rig,ht 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 test and 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 Les see or on premises
leased to such other scheduled domestic air transportation companie s.
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(4) The right to train personnel in the employ of, or to be employed
by, the Lessee.
(5) The right to install, maintain and operate, at Lessee's expense,
by Lessee alone or in conjunction with any other air transportation companies
who are lessees at the Airport, or through 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 Lessee,
subject to the approval of Lessor so as to enable Lessor to prevent inter-
ference with the reasonable use of the Airport by other authorized persons,
such approval not to be unreasonably withheld.
(6) The right to install, maintain and operate, without cost to Lessor,
by Lessee alone, or in conjunction with any other air transportation companies
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 locations to be sub-
ject to the approval of Lessor, insofar as the interests of safety and conven-
ience of all are concerned, which approval shall not be unreasonably withheld.
(7) The right, directly, or through a contractor of Lessee's choice,
to transport Lessee's 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 subj ect to the reasonable regulations
of the Airport relative to the use of ground vehicles on Airport property.
(8) 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 pre-
mises. The humber, size, type, design and location of all such signs shall
be subject, however, to the prior written approval of Lessor.
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(9) Consolidation of Ground Services: The rights and privileges
granted Lessee herein, with respect to the performance of ground services
and activities in connection with its air tr ansportation system at the Airport,
may be exercised by Lessee for and on behalf of any other domestic air trans-
portation 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 passen-
gers, the receipt, dispatch, loading, unloading and storage of passengers and
their baggage, property, cargo and mail, and all ramp, repair, maintenance
of its own aircraft and dispatching services incidental 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 payment of
fees and charges established by Lessor.
(10) 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 employee s, of adequate vehicular parking space
located as near as possible to said Administration Building, without charge
to Lessee, or to said employees.
(11) 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 and invitees.
(12) 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 appurten-
ances, facilities and services connected therewith, and keep said Airport
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
Federal Aviation Agency and all other appropriate regulatory authorities.
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(13) Use of Public Address System: Lessee shall have the privilege
of using the Airport public address system and operating a sufficient number
of microphones and units to properly conduct its 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.
(14) Alterations and Improvements: Lessee is not authorized to
make any alterations or improvements to the premises leased herein without
prior written approval of Lessor, such approval not to be unreasonably with-
held.
AR TICLE V - USE OF TERMINAL BUILDING: The use of space in
the Terminal Building leased hereby shall be for purposes incidental to the
operation of Les see I s domestic air transportation business and will be in
accordance with the following conditions:
(1) General: It is expressly understood that Lessor will keep the
public space in the Terminal Building attractively furnished, and will provide
and supply adequate light, electricity, water, janitors and other cleaners
necessary to keep the Terminal Building at all times clean, neat, orderly
sanitary and presentable.
(2) 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.
(3) It shall be the 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 damag,e to such glass
should occur through the acts of the Lessee, its agent, suppliers, passengers,
or others doing business with it at the Airport, in which event the Lessee will
assume osuch responsibility.
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(4) The personal property placed or installed by Lessee in the ex-
clusively leased area shall remain the property of Lessee and must be re-
moved on or before the expiration of the term hereby granted. In the event
of expiration or other termination, Lessee shall have ten days, exclusive
of Saturdays, Sundays or, holidays, after such termination, in which to re-
move its property.
(5) If Le ssee 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 Lessee 1 s expense and risk, remove such property to a public warehouse
for deposit, or retain the same in its own possession, and after the expiration
of 30 days therefrom, sell 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 to Lessee or Les-
sor may take such other action as may be necessary or desirable.
(6) 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, drug s,
toys, games, souvenirs, jewelry, novelties, clothing, flowers, sporting
goods, photographic goods or toilet articles, or for the furnishing, :i>r a
consideration, of theatre tickets, shoe shines, pressing and cleaning (ex-
cept of its employees' uniforms), developing and printing of photographs
and films, ground baggage checking services or for the display of tle adver-
.. tising of third parties, except in cases in which Lessee handles ground ser-
vices for another air transportation company, pursuant to paragraph (11)
of AR TICLE IV, or for the installation of any coin-operated machines or
devices, or for any other purpose beyond those herein expressly authorized.
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(7) Lessor, or its authorized representative, shall have the right at
any time and as often as it considers necessary, upon request10 Lessee, to
inspect the space and (without obligation to do so) enter thereon to make
ordinary repairs and, in the event of an emergency, to take such action, nor
Lessee is obligated by this lease to make any repairs, replacements, improve-
ments, alterations or additions of any nature, other than those specifically
agreed upon in this lease, except that Lessor shall make such structural re-
pairs as may be required to keep the leased space usable for the purpose
leased.
ARTICLE VI - INSURANCE AND INDEMNITY: Lessee shall maintain
public liability, Airport liability, aircraft liability, fire and property damage
insurance, and shall carry Workmen's Compensation and employers' 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 Les sor as a result of the negligent acts or
omissions of Lessee, its employees or agents in connection with Lessee I s use
and occupancy of the demised premises, excluding, 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, affects or
might affect, Lessee, and Lessee shall have the right to compromise or partiW
cipate 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.
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AR TICLE VIn - CANCELL~TION BY LESSOR: In the event Lessee
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ahall lil~ a voluntary petition in bankruptcy or, proceeding's in ba~kruptcy
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sha.ll be instiliuted against it a.~d L,essee is thereaiter 'adjudicated banKrupt, ,,_.
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pu'rsuant to, such procee.dings, or that the court take jurisdiction 0' 'Lesse. \'
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: : and its assets, pursuant to proceedings 'brought under the provisions ol
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any.~ederal reorganization act', or that a receiver of Lessee's assets
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shall be appointed, or that Lessee 'shall be'prevent-e'd by any final~ction '
. : of ~ny Federal or ~tate authority lrom conduct~ng and operating its tr.r.s-
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port~tion system lor the carriage, oi' persons, property and mail by air-
o crait at the Airport, or that'Lessee shall fail to perform, keep and obser've
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, any oi the terms, covenants or condit~ons herein contained on its part to'be .
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periormed, kept or observed,. Lessor ma.y give Les'see 'notice in wri~ing:
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to correct such ~9ndition or cure '~uch~d~iaul;, a~d, U any: such condition: .
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or deiault shall continue for '30, days after the receipt of such not~ce by
. ,: L~ssee, Lessor may, .f~er the lapse of said 30'dary period and priort~ ,
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" the ,co'rrection or curing of i;uch ~ondi~ion or default, terminate this, lease,
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by 20 daYIl written notice, a~d the term hereb,y demised shall thereupon
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, cease anq. expire at the end oi such 20, days 'in the same: ma~er;and to'th. .~-.:" ; <,
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8~e eiiect as if it were the expiration oi the original te~mo
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, , ARTICLE IX - CANCELLATION BY LESSEE: Lessu, in 6.ddition
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, .. to ,any right of cancellation or any other righthe'rein given to it, may can-
cel this lease in its entirety and term~nate all or'any"of its obliga.~ons bere- . "'~', '
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~d"r at ~ny time by 30 days written notice ,or after '~e. happening ',of any
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one of t~e.~ollowing 'events:
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, ,,(a) Any failure or re!usalby the Federal Aviation .Agency..t~ permit ". -:. .
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o Lessee to operate into, fro~ or t1fr~ugh ~aid Jt.~rport with the tYP...ol'eqUiP~':;:~"""~.,;,'
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ment ~hich Les,see'happens to oW~'at ~y time.'
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(b) The breac~ by Lessor 01 any. of the covenants or agreementa here~ : .:,...." .
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in contained an9Jhe failure of Leasor to reme4y such breach for & period.ol : :,,~.
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~O 'day~ alter receipt of written notice 01 the exi~tenc. oi such breach. " .
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(c), The inability of Lessee to use said premises and facilities con-
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'. tinuing fo~ ,a 'period longer than 30 days due to any law or 'order, rule or ....,..':,
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\ ' ,',:regulation ot any appropriate Governmental authority having jurisdict~on " ::':.: ,
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" '. t, o~er the premises or the, o'perations of Lessee, except that, upon the in. ,: \ ';,.
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ability of Lessee to use the :Airport and leased premises because o! war" "
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earthq~keor. other ,casuaity, ',Lessee may' susp'end this lease during'such ,:; ,"
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inability., 'During the'period'.of any 8uch suspe~sion the Lessor reta'in8
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the right'to utilize the lea8ed premises a8 it'deem,s advisable.,' The inability...',
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of Lesse'. to use 8aid prem~.e8 apd.i~~ilities clue to strikes of its employ., "
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'ee8 8hall not'beconsidered grounds ior'Les.ee ,to'ter~inate or cancel'"
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o (d)"T~e termination of L~sseels obiigations or right to carry passen-, : o:~' ' .
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. ' " .' gei's, and/or 'Unit~d States Air Mail;,to, irom 9r through Key Weii:, Florida.. ': '. '
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AR TICLE .x - ASSIGNMENT AND SUBLETTING: Le.see .hall not, ,
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at any time; ,Unless provided ior elsewhere in this lease, a8sign,this'lea.e ,":' .
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o~,any part,thereoi, 'nor s~all Lessee .ubletthe pr~mi8e. nor any part'
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thereof he'rein 'leased to it, wi....hout the prior written 'consent oiLessor,
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except that ~ithout such 'consent, Les.ee may ass~gn this iea8e t~,any 'cor-,':~ '
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" . ~:'..-; '; >.'! . ,poration wlth which Lessee is a!filiated, may merge;con.olidate,', or'which '~'..'~,.:
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~ '< ~,' may succeed to the business' of Lessee.
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'ARTICLE XI - SUCCESSORS AND ASSIGNS BOUND BY THIS AGREE'.'..:~,":. .
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MENT:' All ~he covenants ~nd'agree~ent8 in';hia 1eas,e ..hal1 exte~d to"
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~d bind 't~e legal ;repre..ntative., successors and' as.igns oi the ,r~s?ective ' :/.'t
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'ARTICLE xn .':DAMAGE OR DESTRUCTION OF PREMISES: U"any
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b,uilding of Lessor i~ which'Le8sie occupies' ~xcl\l8ive ~pace"hereunde~ ' ..~ '". '::
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, . casualty b.ut not rendered untenantable, same shall'be repaire~fwith'due .'
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'diligence by Lessor at its ;own cost' and expen~e~ 'Ii the damage .hall be .0: · .:.,=..
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exten&iv~ as to render .uch building untenantable but capable 'oi being re-,. .
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p~1red'in 30 da.y.~ aame ~~all 'be repai~.d with d~~ dille.nee by 1....01' a~.. ,t'.:
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.its own cost and expense and the rent payable therefor hereunder, with
respect to Lessee' &:exclusive, ~pace in such building, &hall be proportion-
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ately paid up to the time, of such.damage and shall thenceforth ceas'~ until
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such time: as sai,d building shall be fully restored. In case any such building
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is completely destroyed by fire, ,the elements, the public' enemy or other . ."
cas~alty, or so damaged that it will 'or doe's remain untenantable lor more
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than.io days, . at the option of the Lessee, either:
(1) said building shall be repaired or r'econstructed with. due diligence " .
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, by Lessor at its own' cost and expense, and the '1"ent payable hereunder with. .
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respect to Lessee's exclusive space in said building shall be proportionat.ly " ,.'
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paid up to the time of such damage or destruction and shall thenceforth
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cease \U"1til, such time as said building shall be fully re,stored; o~
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(2.) if with~n' a reasonable period after the time of such damage or '
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: ,:' destruction, said ,building sh~ll not have been repaired or reconstrl1cted for
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Lessee's use, ~essee may give Lessor written notice of its intention ~o'canc.l , ':
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this l~ase in its enti~ety or .to cance,l as of the date of such damage or
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d,estruction, , such part of this lease as related only, to sa.id building; , ,
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In th~ event that the ~irport, ,or any ot~er premis~s h~rein~eased,:'",I'...;' :
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shall be' rendered untenantable ,or unusable because of the Condition thertu~!, ~..i: ~,';~
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there ~hall be a reasonable and prop~rtionate a~atementof the re~tals,~ ,; ", .:. ..:.,',.,~
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fees and charges provided for herein during the period that the same. 'are'.o,' ':. '
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'untenantable or unusable.'
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, ARTICLE XIII - NOTICES: A bill.or statement maybe,rend~red or':.':.,~::'
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any notice' or communication which. Lessor may,de,sire to give Lessee .shall: :' :.::.
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bo doomC!d' suiiici~ntly rendere'd or given if tho 'sanio' be in 'Yr,iting and sent."::', ,,' I
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by, 'registered or certiiied mail, addressed ~o Lessee at P. O. Box.
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2497,.. A. M. F. Miami, Florida,: or at the address L~"see
may substitute therefor by notice to Lessor,' or left' at ,such ad~res_, and
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the time of rendition of .uch bill or statement and the giving of '~uch notice'
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,or c:ommunic:a~~n shall be deemed to be the time when the .ame is' mailed, .
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left or delivered as herein provided.
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Any notice from Lessee to Lessor . hall , .'..'
bo validly given if sent by:registered 'or certified mail, addres8ed to '
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delivered A. her.in provided. · Any notice from Le..... to Le..or .hall be
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\ validly given if ~ent ~y r~giatered or '~e~til~ed mall, ,a~dr,e8sed to the ~oard
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of County Commissioners, Monroe County Courthouse, Key West, Florida,
or such other address as Lessor shall hereafter designate by notice to Lessee.
ARTICLE XIV: The Lessee hereby agrees to operate a minimum of
two scheduled flights per day during the term of this lease and further agrees
not to operate a charter service out of the Marathon Airport and will transport
passengers only on its scheduled flights and will not solicit any flights originating
from the Marathon Airport, except to Key West and to Miami, Florida, it being
understood by and between the parties hereto that the Lessor has an exclusive
contract with the Marathon Air Charter, Inc. to operate charter flights from
the Marathon Airport.
ARTICLE XV: 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 have caused these presents to be
executed as of the 22
day of
April
, A.D. 1975.
Signed, Sealed and Delivered
in Our Presence:
MONROE COUNTY, FLORIDA
Il/ /~ /
By {tN~ #:(:::?'" ~
Mayor pra ~~ of Monroe County, and
Vice -~airman of the Board of County
Commissioners
"".~-.
(SEAL)
Attest:
SOUTHEAST AIRLINES, INC.
By
(J~~ /6 ffii~-~
f President
(SEAL}
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