03/25/1980
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A G R E E MEN T
, '
THIS CONTRACT OF' LEASE is made and entered into on the 02~L
day of ~;(~~~, 1980, by and between the COUNTY OF MONROE,
STATE OF FLORIDA, a political subdivision of the State of Florida,
hereinafter referred to as Lessor, and AIR FLORIDA, INC.,and
AIR fl.ORIDA SUNSHINE SUBSIDIARY d/b/a AIR SUNSHINE, a corporation
. . . .
organized and existing under the laws of the State of Florida,
hereinafter referred to as Lessee.
WIT N E SSE T H:,
WHEREAS, Lessor owns an airport known as the Marathon Airport
located in Key Vaca, Monroe County, State of Florida, hereinafter
called the "AIRPORT", and
WHEREAS, Lessee is engaged in the business of air transporta-
tion with respect to persons, property cargo, and mail, and
WHEREAS, Lessee desires to obtain certain rights, services and
,. ,.
privileges in connection with the use of the Airport and its
facilities; and the Lessor is willing to grant and lease the same
to Lessee on a non-exclusive basis 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 grant and .1ease unto
Lessee, and Lessee does hereby hire and take from Lessor, certain
premises, facilities, rights, licenses, services and privileges in
connection with and on the Airport, as follows, to~wit:
ARTICLE I - PREMISES
A.
PREMISES LEASED.
The Lessor does hereby lease to the
Lessee that space as m.arked as enclosed on Exhibit "A" attached
hereto and made a part hereof at the Marathon Airport located in
Key Vaca, 110nroe County, Florida, in accordance with the terms and
conditions set forth in this agreement
B.
USE OF THE AIRPORT.
Lessee shall be entitled to use,
in common with others authorized to do sO,of the Airport and
appurtenances, together with all facilities, equipment, improvements
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and services which have been or may hereafter be provided at or in
connection with the Airport for common use, in the operation of a
transportation system by aircraft for the carriage of persons,
property, cargo, mail and related purposes (hereinafter referred to
as Air Transportation), which use without limiting the generality
hereof, shall include:
...., ....,
l.~ ~the handling, ticketing, billing and manifesting
of passengers, baggage, cargo, property and mail
in Air Transportation by Lessee or on behalf of
any other certificated air transportation com-
pany.
2. the repairing, servicing, maintaining, condition-
ing, testing, parking or storag~ of aircraft or
other equipment operated by the Lessee, or of any
other certificated air transportation company,
provided that such right shall not be construed
as authorizing the conduct of a separate business
by the Lessee, but shall permit the Lessee to
perform such functions only as an incident to its
conduct of Air Transportation.
3. the training on the Airport of personnel in the
employ of or to be employed by the Lessee, or
any other certificated air transport"at'ion com-
pany, or the Federal Aviation Administration,
provided that such right shall not be construed
as authorizing the conduct of a separate business
by the Lessee, but shall permit the Lessee to per-
form such functions only as an, incident to its
conduct of Air Transportation.
4. the purchase, sale, lease, t~ansfer, disposal or
exchange of Lessee1s aircraft, engines. acces-
sories, and other equipment or supplies; provided
that such right shall not be construed as author-
izing the conduct of a separate business by the
Lessee, but shall permit Lessee to perform such
functions only as an incident to its conduct of'
Air Transportation, and specifically, but without
limitations, shall permit the purchase. sale,
lease, transfer or disposal of any article or
goods used by or bought for use by the Lessee in
connection with its conduct of Air Transportation;
and provided the Lessee shall not sell food or
beverages (except as provided in Paragraph 10 of
this Article I) nor gasoline, fuel or propellants,
greases or other lubricants, except when such
gasoline, fuel or propellants, greases or other
lubricants are of a particular grade desired by
others and are not otherwise available (except
from other certificated air transportation com-
panies) at the Airport.
5. the servicing by Lessee or others of aircraft
operated by Lessee and other equipment on the
apron by truck or otherwise, with gasoline, oil,
greases, lubricants, and any other fuel or pro-
pellant or other supplies, including food and
beverages required by the Lessee; such right to
include, without limiting the generality there-
of, the right of Lessee to install and maintain
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on the Airport adequate storage facilities for
such gasoline, oil, greases, lubricants and other
fuel, or propellant, or supplies, either under-
ground or on the surface, together with the
necessary pumps, pipes, motors, filters and
other appurtenances incidental to the use
thereof, all subject to approval by the Lessor
of plans, specifications, location and in-
spection of same, which approval shall not be
unreasonably withheld. Lessor agrees to grant.
and make available to Lessee's use adequate and
~ ~ convenient rights-of-way on Airport property
~for said pipe lines, provided that Lessee shall
be responsible for the cost of excavation, con-
struction, installation, maintenance and opera-
tion thereof, subject to the Lessor's written
approval and subject to the execution of a
separate fuel storage form agreement.
6. the landing, taking off, flying, taxiing, towing,
parking, loading and unloading of Lessee's air-
craft, or other equipment operated by Lessee, used
in the operation of scheduled, shuttle, courtesy,
test, training, inspection, emergency, special,
charter, sightseeing and other flights, including
without limiting the generality hereof, the right
to load and unload Lessee's aircraft, or the air-
craft of any other certificated air transporta-
tion company adjacent to a convenient entrance
to the Terminal Building; provided that flights
carrying cargo or freight only shall road and '
unload at convenient and accessible points to be
designated by the Lessor.
7. the loading and unloading of property, cargo,
and mail at said Airport by such motor vehicles
or other means of conveyance as Lessee may de-
sire or require in the conduct of Air Transpor-
tation, with the right to designate the particular
carrier or carriers who shall regularly transport
Lessee's property, cargo and mail to and from
the Airport.
S. the right, subj ec t to approval by Lessor of .
plans, specifications, location and inspection
of the same, to install, maintain and operate,
without cost'to the Lessor, by Lessee alone,
or in conjunction with others who are Lessee's
at the Airport, or through a nominee, a message
tube system and other communications systems be-
tween suitable locations, subject to payment by
Lessee for any space used.
9. the right to install, maintain and operate,with-
out cost to Lessor, by Lessee alone, or in con-
junction with any certificated air transportation
companies who are Lessee's at the Airport, or
through a nominee, any additional air condition-
ing equipment including, without limiting the
generality hereof, the operation of an air con-
ditioning truck equipment for the air condition-
ing of an aircraft, subject to payment by Lessee
for any space used for any fixed installation
of air conditioning equipment, subject to writ-
ten prior approval by the Lessor and subject to
availability of space.
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10. the right to provide, without cost to Lessor,
by Lessee, food and beverages for consumption
by passengers and crews, or for consumption by
passengers and crews in aircraft grounded at
the Airport, due to weather or mechanical condi-
tions. Food and beverages may be served in
the Lessee's exclusive space to its passengers
and crews. Without limitin~ the generality of
the foregoing, the said right shall include the
right to install, maintain and operate, by .
~ Lessee alone and not in conjunction with others,
~ ~~without cost to the Lessor, on any premises
leased exclusively to Lessee, and approved for
this use by Lessor, at the Airport, a kitchen or
other plant for the purpose of preparing or dis-
pensing food and beverages (including alcoholic)
for consumption.as aforesaid. Except to the ex-
tent hereinabove specifically provided, nothing
in this paragraph shall be deemed to give Lessee
the right to maintain or operate a cafeteria,
restaurant, vending machine, bar or cocktail
lounge for the purpose of selling, or in any
manner otherwise provide for the sale of food
or beverages to the public or to its employees
and passengers provided, however, nothing con-
tained in this paragraph shall preclude Lessor
and Lessee under this Airport Agreement from
concluding lease agreements covering separate
hangar or service buildings, which leases may
contain a provision giving Lessee the xight to
maintain an employee's cafeteria and/or vending
machines in the event the restaurant concession-
aire at the airport shall decline to operate a
facility convenient to such separate buildings.
11. the right to install and operate, on and in the
Terminal Building, at Lessee's expense, identifi-
cation signs representing its business, which
signs shall be substantially uniform in size,
type and location with those of other air trans-
portation companies, the number, general type,
size, design and location of such signs to be
subject to the written approval of Lessor in
advance of installation, such approval shall riot
be unreasonably withheld.
12. the right to install, maintain and operate, at
Lessee's expense, by Lessor alone, or in con-
junction with any other certificated air trans-
portation companies who are Lessee's at the
airport or through a nominee, such radio commu-
nications(including ARINC), meterological and
aerial navigation equipment and facilities in
or on premises leasee exclusively to Lessee and
subject to the approval of Lessor with respect
to the location of installation, if outside the
premises leased exclusively by the Lessee, sub-
ject to the availability of such space and/or
ground areas as determined by the Lessor and
at mutually agreed upon rental rates.
13. the rights and privileges granted the Lessee
under paragraphs 5, 7, 8, 9 and 12 of this
Article I may be exercised by the Lessee for or
on behalf of any other certificated air trans-
portation company or by or through a nominee of
Lessee, which nominee shall have been first
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approved by Lessor in writing, and such approval
shall not be unreasonably withheld; provided,
however. that any such nominee shall have no
greater rights than the Lessee hereunder.
Lessor agrees that it will levy no charge
or toll upon any nomirtee appointed by the
Lessee pursuant to paragraph 13, other than
for space occupied ~nd facilities and services
used. Except as specifically provided for in
this paragraph B, nothing herein shall be de.eme.d
to give Lessee any right or permission to sell
...... .......at the Airport any goods or services to the
public or to its employees and passengers, other
than the Air Transportation Services, and the
customary services incidental thereto. Such
prohibition includes, without limiting the
generality of the foregoing, trip insurance
unless not otherwise available in the Terminal
Building other than from a certificated air
transportation company.
C.
SPACE IN fu~D ADJACENT TO TERMINAL BUILDING.
Lessee
is hereby granted non-exclusive use, in common with others, of
such space and facilities as may be designated by Lessor in or
adjacent to said Terminal Building consisting of a ground area to
permit the taxiing, servicing,
loading and unloading of Lessee's
.. ..
aircraft, space for reasonable amount of apron equipment, paving,
loading gates, and lighting for loading ramps and for other areas
adjacent to the Terminal Building and used by passengers.
Lessee may use such space in the Terminal Building with
respect to which it is granted the exclusive use hereunder and
all such space and facilities inside or outside the Terminal Build-
ing with respect to which it is granted the non-exclus.ive use
hereunder, subject to reasonable rules and regulations of Lessor
as to the use of such space and facilities, for any or all pur-
poses in connection with or incidental 'to its business of Air
Transportation including, without limiting the generality hereof,
the handling, ticketing, billing and manifesting of passengers,
baggage, cargo, property and mail and the installation, main-
tenance and operation of radio and other communications equipment
and facilities, and meterological and navigation equipment and
facilities.
... ~ '_n .... . ,
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D.
PARKING SPACE.
Adequate and reasonably convenient
vehicular parking spaces shall be provided by Lessor at a locati~
selected by Lessor, where it will not interfere with operations
at the Airport, for the use of Lessee and its employees.
E.
RIGHT OF INGRESS AND EGRESS.
The right of ingress to
. .
and egress from, but not the use of, except as provided in thi~
-- .....
lease ,* tlfe premises and facilities referred to in Sections "A" to
"D" inclusive above, for Lessee, its employees, agents, passengers,
8uests, patrons, its suppliers of materials or furnishers of ser-
vice, its aircraft, equipment, vehicles, machinery or other property
without charge to Lessee, its employees, agents, passengers, guests,
patrons, suppliers of materials or furnishers of service or their
said property except as herein, otherwise provided; and provided
further that nothine herein contained shall be deemed to limit Les-
sorls right to impose charges upon ground transportation services.
ARTICLE II - TER}l
..
This lease and all rights herein granted Lessee shall becom~
operative and effective March 1,1980, and shall end on the 28th
day of February, 1981, unless sooner terminated as hereinafter
provided.
ARTICLE III - RENTALS AND FEES
Lessee agrees to pay Lessor at such places as Lessor may
designate for the use of the premises, facilities, rights, licenses,
services and privileges granted hereunder, the following rentals,
fees and charges, all payable in monthly installments covering the
ensuing calendar month except that landing fee payments shall
cover the preceding calendar month. In the event that the cornmence-
ment of termination of the term with respect to any of the par-
ticular premises, facilities, rights, licenses, services and
privileges as herein provided falls on any date other than the
first or last day of a calendar month, the applicable rentals, fees
and charges for that month shall be paid for said month prorata
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according to the number of days in that month during which said
particular premises, facilities, rights, licenses, services and
privileges were enjoyed; and Lessor shall, following the end of
each calendar mont~ transmit to Lessee a statement of the rentals,
fees and charges incurred by Lessee during said month as herein-
after provided, and ~he same shall be paid by Lessee within fifteen
...., ....,
. .
(15) days after receipt of such statement.
A.
RENTAL WITH RESPECT TO SPACE IN THE TERMINAL.
Rental
of such space herein leased to Lessee as shown on Exhibit "A"
attached hereto and made a part hereof, shall be at the following
rates payable monthly the first of said payments to be due the
1st day of March, 1980, and one of said monthly payments to become
due and payable on the first day of each and every month thereafter
during the term, of this lease.
$175.00 per month for space at the ~arathon
Airport plus sales tax on all the ren~als
payable hereunder.
In addition to the first month's rent, the Lessee shall
pay to the Lessor upon execution of this lease one month's rent
as a security deposit.
B.
LANDING FEES.
From and after commencement of the term
of this lease, rentals, fees and charges for the use of the landing
area and facilities necessary therefore as granted hereunder, except
those which rentals are specifically provided elsewhere, shall be
combined in and represented by a landing fee based upon the approved
maximum landing weights of the Lessee's Actual Revenue Trip Arrivals
at the Airport each month as follows:
$.16 per 1,000 pounds of approved maximum
gross landing weight.
Lessee shall report to the Lessor not later than the lath day of
each month, the Lessee's Actual Revenue Trip Arrivals at the Airport
during the preceding calendar month, which shall include the number
and type of such arrivals. The number of arrivals so operated, and
multiplied by the applicable approved maximum gross landing weights
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for each type of aircraft~ shall determine the weight for which the
monthly payment shall be made.
The monthly reports above referred to shall also include and
separately state the number and type of shuttle, courtesy, test,
training, inspection" emergency and other non-revenue flights,
If, during any calendar' year, the
landed ~t the Airport by Lessee.
.......
number ofltflights is greater than ten (10) percent of Lessee's
Actual Revenue Trip Arrivals, Lessee shall pay regular landing fees
upon such flights which exceed said ten (10) percent allowance.
Said fees shall.be included by Lessor in its first re~ular monthly
billing after the close of the calendar year.
The term "approved maximum gross landing weight" for any air-
craft as used herein, shall be th~ maximum gross landing weight
approved by the Federal Aviation Administration for landing such
aircraft at the Airport herein.
-.
Subject to reasonable rules and regulations-'adopted by the
Lessor, it is expressly agreed that payment of landing fees shall,
entitle Lessee to the use of loading apron at or adjacent to the
Terminal Building for such reasonable time as may be required by
Lessee for the loading and unloading of its aircraft; provided,
however, that Lessee shall incur no penalty or charge for additional
time resulting from unavoidable delays due to weather conditions,
minor mechanical defects, or other delays beyond control of Lessee,
except when such delays preclude use of the apron by other commer-
cial air carriers that are operating to or from the Airport. Sub-
ject to Lessee's rights under Article I A.6 hereof, the Lessor
reserves the right to designate alternate parking areas if deemed
desirable or necessary. Furthermore, in the event the Lessee de-
sires to use the Airport apron and ramp facilities for aircraft
storage purposes for more than twenty-four (24) hours prior approval
must be obtained from the Lessor who will determine what apron or
ramp areas are available for this purpose and the Lessor shall have
the righ~ to charge reasonable storage rates as mutually agreed
upon between the Lessee and Lessor.
" I
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c.
TAXES AND ASSESSMENTS.
Lessee shall pay all taxes and
assessments which may be lawfully levied by a duly constituted
taxing body upon Lessee with respect to its operation at the Airport.
The Lessor agrees not to levy any license or permit fee or special
assessment on Lessee that would restrict or interfere with the
. .
exercise and enjoyment of the rights and privileges granted herein;
..., ...,
provid~d this shall not prevent the Lessor from making charges to
Lessee for the use of the Airport, its facilities and services' as
herein specifically authorized.
D. DEFAULT FOR FAILURE TO PAY RENTALS, FEES AND CHARGES. In
the event Lessee fails to pay any rentals, charges and fees here-
under or 'fails to comp ly with any of the terms and condi tions as
set forth in this agreement, Lessor may, at its option, immediately
or at any time thereafter, enter into and upon the premises hereby
leased or any part t,hereof and repossess the same of Lessor's former
estate, and expel Lessee and those claiming by, "through or under
it, and remove its effects, forcibly if necessary, without being
deemed guilty of trespass and \vithout prejudice to any remedy which
otherwise might be used for arrears of rent or preceding breach of
covenant; or the re-entry aforesaid, this lease shall terminate.
In the event Lessor is obligated to participate in any court pro-
ceedings in order to enforce any of its rights under this paragraph
or to collect its rentals, fees and charges, Lessor, if successful
in pursuing such litigation, shall be entitled to an additional
amount in such sum as any District or Circuit Court having compe-
tent jurisdiction shall determine as a reasonable attorney's fee.
ARTICLE IV - SERVICES TO PUBLIC
Lessee may, alone or ln conjunction with ,other certificated
air transportation companies who are Lessees at the Airport, or
through a nominee approved by Lessor, provide sufficient porter
service, common bag claim service in the area designated herein
for the convenience of its passengers provided, however, that
Lessor shall be under no obligation to provide or contribute to the
furnishings OJ such service.
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ARTICLE V - RIGHT TO LEASE PROPERTY
Lessor, represents that it has the right to lease the Airport,
together with all premises, facilities, rights, licenses, services
and privileges herei~ granted, and has full power and authority to
enter into this agreement in respect thereof.
ARTICLE VI - RIGHT TO PURCHASE SUPPLIES AND MATERIALS
....., ""'
" ,
Lessee shall, except as herein otherwise provided, have the
right to purchase or otherwise obtain personal property of any
nature (including, but not limited to, gasoline, fuel, propellants,
lubricating oil, grease, food, beverages and other materials, equip-
ment and supplies) deemed by it to be required by or incident to
Lessee's operations, its exercise of the rights herein granted and
its discharge of the obligations herein imposed, from any person,
partnership, firm, association or corporation it may choose.
Except as herein otherwise specifically provided, no charges, fees,
,.
or tolls, of any nature, direct or indirect, sharl be charged by
Lessor, directly or indirectly, against Lessee or its suppliers,
for the privilege of purchasing, selling, using, storing, withdraw-
ing, handling, consuming, loading or unloading, or delivering any
such personal property of Lessee by Lessee or its suppliers or for
the privilege of transporting such personal property or persons to,
from or on the Airport.
Nothing in this lease shall be deemed to restrict in any
manner Lessor's right to charge any person, partnership, firm,
association or corporation rental for the use of Lessor's property
or any improvements thereon or thereto where such use of said
property or improvements are of a regular or permanent nature as
distinguished from a temporary or transitory nature or where such
use is of such a nature as to constitute the performance of a com-
mercial business at the Airport. Lessor shall make no charge for
surface transportation of Lessee's passengers when such passengers
are carried to or from the Airport. at Lessee's expense occasioned
by flight cancellations. Lessor shall have the right to charge
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persons, partnerships, firms, associations or corporations, as fee
for the sale and serving of food and beverages to Lessee at the
Airport for consumption on its aircraft aloft; provided, however,
in the event the Lessee maintains a flight kitchen at t~e Airport
for the preparation of food, no such fee shall be charged to the
suppliers of unprepared food to the said flight kitchen; and,pro-
~ ~
vided fur~her that no such fee shall be charged to any persons,
partnerships, firms, associations or corporations operating off
the Airport from which the Lessee may purchase in-flight meals
and beverage requirements if Lessee is forced to discontinue its
purchase of in-flight meals and beverage service from the Conces-
sionaire to meet Lessee's standards as to quantity, quality, cost
of service. In the event said Concessionaire fails to furnish
in-flight meals and beverage service in accordance with Lessee's
reasonable and published standards as to quantity, quality and
~
cost of service, the Lessor shall promptly, upon receipt of written
notice from Lessee, serve written notice on said Concessionaire
to comply with such standards. Should the said Concessionaire con-
tinue to fail or refuse to meet such standards, within thirty (30)
days after receipt of said notice to the Concessionaire, Lessee may,
after five (5) days prior written notice to Lessor, and after dem-
onstrating to Lessor that such Concessionaire has failed or refuses
to meet such standards, purchase its in-flight meals and beverage
service from an off-the-Airport supplier without the ,assessment of
any fee by Lessor as aforesaid.
Should Lessee choose to purchase its in-flight meals and
beverage service from an off-the-Airport supplier for any other
reason than that set forth above, then in such event, Lessor may
assess a fee (but not in excess of the fee assessed the said Air-
port Concessionaire) on the off-the-Airport supplier for sale
of in-flight meals and beverage service to Lessee.
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ARTICLE VII - MAINTENANCE AND OPERATIONS BY LESSOR
Except as otherwise specifically provided herein Lessor,
during the term of this lease, shall operate, maintain and keep in
good repair, the Airport, Terminal Building, vehicular parking
space, all appurtenances, facilities and services now 9r pereafter
conne~ed with the foregoing, including, without limiting the gen-
. . '
erality hereof, all field lighting and other appurtenances, facili-
ties and services which Lessor has agreed to furnish and supply
hereunder. Provided, however, that Lessor shall not be required
to perform maintenance and make repairs (a) in areas exclusively,
leased. to Lessee or (b) to perform maintenance and make repairs
occasioned by the negligence of Lessee or its employees, fire or
other casulaty excepted, in which case Lessor may perform such
maintenance or make such repairs and charge the reasonable cost
of same to Lessee. Provided also that Lessor may abandon certain
facilities which are no longer reasonably justified for proper and
adequate operation of the Airport. Lessor shall keep the Airport'
free of obstructions, including the clearing and removal of grass,
stones, or other foreign matter, as reasonably ngcessary and with
reasonable promptness, from the runway, taxiway and loading area,
and immediately adjacent to such runways, taxiway and loading areas
for the safe, convenient and proper use of the Airport ,by, Lessee,
and shall maintain and op~rate the, Airport in all respects in a
manner at leas t equal to the highes t standards or ratings iss.ued
by the :Federal Aviation Administration, for airports of subs tan-
tially similar size and character and in accordance with all rules
and regulations of the Federal Aviation Administration and any
other Governmental Agency h~ving jurisdiction thereof, providing
that nothing herein contained shall be deemed to require Lessor
to enlarge the Airport or to make extensions or additions to the
landing area, runway, taxiway, or other appurtenances of the Air-
port.
... ~-.'" ~ -
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Lessor, at its cost, ~hall keep the public and passenger space
in the Terminal Building, including the common depar.ture area, ade-
quately supplied, equipped, furnished and decorated and shall main-
tain adequate directional signs in said spaces and in all other
public and passenger spaces at the Airport, including, but not
limited to signs indicating the location of all public"rastaurants,
"" ""
restrodm~, newsstands, 'telephones, baggage counters and all other
facilities for passenger or public use in the Terminal Building or
elsewhere on the Airport.
Lessor shall supply adequate light and water for the public and
passenger space in the Terminal Building. Lessee shall not perform
any cleaning or maintenance of aircraft except in designated areas
under separate lease. Further, it is specifically agreed that no
cleaning or maintenance of aircraft shall be performed on Airport
runways or ramps. Lessee shall pay for its own electrical power and
water in its exclusive areas, which power and~w.ter shall be sepa-
rately metered. The Lessee shall) at its expense, repair, maintain
or replace, as may be required, all plumbing fixtures, electrical
incandescent bulbs or fluorescent tubes or other lighting devices
located in its exclusive areas within the space leased hereunder.
Lessor, at its cost, shall also provide and supply adequate lighting
for the common departure area, vehicular parking spaces, loading
ramps, adequate field lighting on and for the Airport, including
without limiting the generality hereof, landing lights and beacons.
Lessor shall also provide janitorial services necessary to keep the
common departure area, the public and passenger space, and vehicular
parking spaces and the landing field of the Airport at all times
clean, neat, orderly, sanitary and presentable. Determination of
adequacy,' as used throughout this ARTICLE VII, shall be made solely
by Lessor but shall be at least equal to the standards for airports
of substantially similar size and nature.
ARTICLE VIII - GOVERNMENTAL FACILITIES
It is expressly agreed that if funds for the provision, main-
tenance and operation of the Control Tower and/or other air
navigation aids or other facilities required or permitted by the
United States and needed by the Lessee or Lessee's operation at
the Airport, which are not, or may be hereafter furnished by the
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United States, are discontinued by the United States, Lessor shall
not be required to furnish said facilities.
~
ARTICLE IX - RULES AND REGULATIONS
Lessor shal~ have the right to and shall adopt and enforce
reasonable rules and regulations, which Lessee agrees to observe
, '
~
an4 obey, with respect to use of the Airport Terminal Building and
~ "" ""
. .
appurtenances; provided that such rules and regulations shall not
be inconsistent with this agreement nor with the safety and with
rules, regulations and orders of'the Federal Aviation Administration
with respect to aircraft operations at the Airport and with pro-
cedures prescribed or approved from time to time by the Federal
,
,
Aviation Administration with respect to the operation of Lessee's
aircraft at the Airport.
Lessor shall provide Lessee with a copy of such rules and
regulations from time to time.
~
~
ARTICLE X - DAMAGE OR DESTRUCTION~OF~REMISES
If any building of Lessor in which the Lessee occupies exclv-
sive space hereunder shall be partially damaged by fire, explosions,
the elements, the public enemy or other casualty, but not rendered
untenantable, the same shall be repaired with due diligence by
Lessor at his own cost and expense.
If the damage shall be so
extensive as to render sltchbuilding untenantable but capable of
being repaired within thirty (30) days, the same shall be repaired'
with due diligence by Lessor at its own cost and expense, and r~nts
,
payable hereunder with respect to the Lessee's exclusive space sha~l
be proportionately pai~ up to the time as such building shall be
fully restored.
In case any such building is completely damaged by
fire, explosion, the elements, the public enemy or other casualty,
or so damaged that it will or do~s remain untenantable for more than
~
thirty (30) days, the Lessor shall be under no obligation to repair
and reconstruct such building, and rent payable hereunder with re-
spect to Lessee's exclusive space in said building shall be pro-
portionately paid up to the time of such damage or destruction and
shall thenceforth cease until such time as the premises may be
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,.-JWl' ~.- ':.,x;.flI,....
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fully restored. If within ninety,(90) days after such damage or
destruction, Lessor fails to notify Lessee of its intention to re-
pair or reconstruct the damaged or destroyed building or to furnish
a substantially equivalent facility, Lessee may give Lessor written
notice of its intention to then cancel this agreement in its en-
tirety or to cancel,' as of the date of such damage or destruction,
"" ""
. .
such part of this agreement as relates, only to said buildings.
ARTICLE XI -CANCELLATION BY LESSOR
The Lessor may cancel this agreement by giving Lessee fifteen
(15) days advance written notice to be served as hereinafter
provided upon or after the happening of anyone of the following
events:
1. The filing by Lessee of a voluntary petition
in bankruptcy.
2. The institution of proceedings in bankruptcy
against Lessee and adjudication of Lessee as
a bankrupt pursuant to such proceedjn&s.
3. The taking by a court of jurisdiction of Lessee
and its assets pursuant to proceedings brought
under the provisions of any Federal re-organi-
zation act.
'4. The appointment of a receiver of Lessee's
assets.
5. The divestiture of Lessee's estate herein by
other operation of law.
6. The abandonment by Lessee of its conduct of
air transportation at the Airport for a period
of forty-five (45) days.
7. The default by Lessee in the performance of any
covenant or agreement herein required to be
performed by Lessee other than failure to pay
rentals, fees and, charges when due fO,r which
provision is made in Article III D, and the
failure of Lessee to remedy such default for
a period of thirty (30) days after receipt from
the Lessor of written notice to remedy the
same; provided, however, that no notice of
cancellation, as above provided, shall be of
any force or effect if Lessee shall have
remedied the default prior to Lessor's notice
of cancellation.
8. The lawful assumption by the United States
Government or any authorized agency thereof
of the operation, control, or use of the Air-
port and facilities, or any substantial part
or parts thereof, in such manner as sub-
stantially to restrict Lessee, for a period
of at least sixty (60) days, from operating
thereon for the carrying of passengers, cargo,
and property.
...... -.~ - - J"
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I
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~
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No waiver of default by the Lessor of any of the terms,
covenants or conditions hereof to be performed, kept and observed
shall be construed to be or act as a waiver of any subsequent de-
fault of any of the terms, covenants and conditions herein con-
tained to be performed, kept and observed by the Lessee shall not
. .
be deemed a waiver of any right on the part of the Lessor to cancel
"" ""
this l~as~ for failure by Lessee to so perform, keep or observe
any of the terms, covenants or conditions of this lease.
ARTICLE XII - CANCELLATION BY LESSEE
Lessee may cancel this agreement any time that Lessee is
not in default in its payments to Lessor hereunder, by giving
Lessor thirty' (30) days advance written notice to be served as
hereinafter provided, upon or after the happening of anyone of
the following events:
I.
Issuance by any court of competent jurisdic-
tion of an injunction in any way preventing
or restraining the use of the Airport~r any
part thereof for airport purposes, and the re-
maining in force of such injunction for a period
of at least ninety (90) days.
2. The inability of Lessee to use, for a period
in excess of ninety (90) days, the Ai~port or
any of the premises, facilities, rights,
licenses, services or privileges leased to
Lessee hereunder, because of fire, explosion,
earthquake, other casualty, or acts of God or
the public enemy, provided that same is not
caused by negligence or willful acts of fail-
ure to act on part of Lessee.
3.
The default by the Lessor in performance of
any covenant or agreement herein required to
be performed by the Lessor and the failure of
Lessor to remedy such default for a period of
ninety (90) days after receipt from Lessee of
written notice to remedy same; provided, how-
ever, that no notice of cancellation, as pro-
vided above, shall be of any force or effect
if Lessor shall have remedied the default
prior to receipt of Lessee's notice of cancel-
lation.
4.
The lawful assumption by the United States
Government or any authorized agency thereof
of the operation, control or use of the Air-
port and facilities, or any substantial part
or parts thereof, in such a manner as sub-
stantially to restrict Lessee, for a period
of at least ninety (90) days, from operating
thereon for the carrying of passengers, cargo,
property, and United States Mail.
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-17-
5. The failure or refusal of the Civil Aero-
nautics Board to grant Lessee the right to
operate into and from said Airport and the
issuance by the Civil Aeronautics Board of a
final order of suspension, termination or
revocation of Lessee's authority to provide
service at Marathon Airport, Monroe County,
Florida.
,Lessee's performance of all or any part of this agr~ement
for o~ ~ring any period or periods after a default of any of the
terms, covenants and conditions herein contained to be performed,
kept and observed by Lessor, shall not be deemed a waiver -of any
right on the part of Lessee to cancel this agreement for failure
by Lessor to so perform, keep or observe any of the terms, covenants
or conditions hereof to be performed, kep t or obs erved. No waiver
of default by Lessee of any of the terms, covenants or conditions
hereof to be performed, kept, and observed by the Lessor shall be
construed to be or act as a waiver by Lessee of any subsequent de-
fault of any of the terms, covenants and conditions herein contained
~ ~
to be performed, kept and observed by the Lessor.
ARTICLE XIII - INDEMNITY
Lessee agrees fully to indemnify, and save and hold harmless,
the Lessor from and against all claims and actions and all expenses
incidental to the investigation and defense thereof, based upon or
arising out of damages or injuries to third persons or their
property, caused by the negligence of Lessee, its agents,or employ-
ees, in the use or occupancy of the said leased premises, runways,
ramps or common areas at the Airport by Lessee; provided, however,
that Lessee shall not be liable for any injury or damage or loss
occasioned by the negligence of Lessor, its agents or employees; and
provided, further that Lessor shall give to Lessee prompt and reason-
able notice of any such claims or actions and Lessee shall have the
right to investigate, compromise and defend the same. Lessee agrees
to carry, and keep in force, public liability insurance covering
personal injury and property damage, and such other insurance as may
be necessary to protect Lessor herein from such claims and actions
aforesaid, Lessee agrees to carry and keep in force such insurance
within minimum limits of liability for person injury in a sum not
J
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-18-
less than $300,000 for anyone person, and $500,000 for anyone
accident; and for property damage in a sum not less than $200,000;
and to furnish Lessor with proper certificates certifying that such
insurance is in force. Lessee shall carry its insurance coverages
with insurance companies authorized to do business in the State of
Florida.",\
. .
ARTICLE XIV - QUIET ENJOYMENT
Lessor agrees that, on payment of the rent and performance of
the covenants and agreements on the part of Lessee to be performed
hereunder, Lessee shall peaceably have and enjoy the leased pre-
mises and all rights and privileges of said Airpor~, its appur-
tenances and facilities granted herein.
ARTICLE XV - SURRENDER OF POSSESSION
Upon the expiration or other termination of this leas~ or any
renewal thereof, Lessee's right to use the premises, facilities,
~
rights, licenses, services and privileges herein leased shall cease
and Lessee shall forthwith upon such expiration or termination
surrender the same.
ARTICLE XVI - DEFINITIONS OF TERMS
Whenever the term Federal Aviation Administration is used in
this lease it shall be construed as referring to the Federal
Aviation Administration created by the Federal Government under
the Federal Aviation Act of 1958, or to such other Federal Govern-
rnent authority as may be the successor thereto or to be vested
with the same or similar authority.
Whenever the terms "person" and "persons" are used in the
lease, they shall be construed as including individuals, firms,
corporations and other legal entities. When in this agreement
written approval by Lessor is required, such written approval may
be given by the Director of Airports for Lessor.
ARTICLE XVII -' INSPECTION BY LESSOR
Lessor may enter upon the premises now or hereafter leased
exclusively to Lessee hereunder at any reasonable time for any
purpose hecessary, incidental to or connected with the performance
...-......
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--......'"'~~... '''--
-19-
of its obligations hereunder, or in the exerc~se of its governmental,
functions.
ARTICLE XVIII, - ASSIGNl1ENT AND SUBLETTING
Lessee shall not at any time assign this agreement or any
part thereof, nor sublet all or any portion of the leased premises
herein without written approval of Lessor; provided that the fore-
"" ""
. .
going shall not prevent the assignment of this agreement to any
corporation with which Lessee may merge or consolidate, or which
may succeed all or any protion of the business of Lessee.
ARTICLE XIX - NOTICES
Notices to Lessor provided for herein shall be sufficient if
, sent by certified mail, postage prepaid, addressed to:
Director of Airports, Monroe County
Key West International Airport
South Roosevelt Boulevard
Key West, Florida 33040
and notice to Lessee, if sent by certified ma.il~, postage prepaid,
addressed to:
AIR FLORIDA, INC. and
AIR FLORIDA SUNCHINE SUBSIDIARY
d/b/a AIR SUNSHINE
Post Office Box 592337
Miami International Airport
Miami, Florida 33159
or to such other respective addresses as the parties may designate
to each other in writing from time to time.
ARTICLE XX - PARAGRAPH HEADINGS
The paragraph headings contained herein are for convenience
of reference and are not intended to define or limit the scope
of any provision in this lease.
ARTICLE XXI - INVALID PROVISIONS
In the event any covenant, condition or provision herein con-
tained is held to be invalid by any court of compet~nt jurisdiction
the invalidity of any such covenant, condition or provision shall
in no way affect any other covenant, condition or provision herein
contained; provided that the invalidity of such covenant, condition
or provision does not materially prejudice either Lessor or Lessee
in its respective rights and obligations contained in the valid
covenants, conditions or provisions of this lease.
.."". .,-
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ARTICLE XXII - SUCCESSORS AND ASSIGNS BOUND BY COVENANTS
All the covenants, stipulations and agreements in this lease
shall extend to and bind the legal representatives, successors and
assigns of the respective parties hereto.
ARTICLE XXIII - NON-DISCRIMINATION CLAUSE
.
The Lessee in exercising any of the rights or privileges here-
"" ""
'.
in granted to him shall not on the grounds of race, color or
national origin discriminate or permit discrimination against any
person or groups of persons in any manner prohibited by Part 15
of the Federal Aviation Regulations, and the Lessor is hereby
granted the right to take such action, anything to the contrary
herein not withstanding, as the United States may direct to en-
force this non-discrimination covenant.
ARTICLE XXIV - INTERPRETATION OF LEASE
Nothing in this lease shall be construed or interpreted in
~
any manner whatsoever as limiting, relinquishing, or waiving of
any rights or ownership enjoyed by Lessor in the Airport property,
or In any manner waiving or limiting its control over the opera-
tion, maintenance, etc., of Airport property or in derogation of
such governmental rights as Lessor possesses, except as is sepcifi-
cally provided for herein.
ARTICLE XXV
The Lessee agrees to accept the premises which are exclusively
leased to Lessee in "as is" condition and Lessor shall not be
obligated to repair, maintain or renovate same~
ARTICLE XXVI
Lessee shall not be obligated in any manner under the terms
of this agreement unless and until it obtains quiet possession
of the leased premises described in Article I of this agreement.
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-21-
IN WITNESS WHEREOF, the parties have caused this lease to be
executed as of the day and year first above written.
"" ""
~ .
COUNTY 9PJMO~ STATE OF FLORIDA
.,(,/. / J
By {<:~~:.~?',/:.'~:~:.c/::{j~
Chairman ~f the Board. of. County
Commissioners of Monroe County,
Florida
-....-.----,
Attest :/<' ,
( Seal)
~ '.6 -'
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( erk c
ent
G,,~ "e1 /c;;e c~(~
(Corporate Seal)
Attest:
~~~~
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(Corporate Seal)
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Attest:
r~ 9AL..-
~ S~tary
AWROVED AS TO FORM
ANDJEfJAL. S,~F/~fENCY.
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/ Attorn..,'. Office