05/02/1978
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A G R E E MEN T
THIS CONTRACT OF LEASE is made and entel.ed L~to en the
- It 11 J "~.- 2nd
..-. day of
May
, 1978, by and between the COUNTY
OF tIDNROE, STATE OF FLORIDA, a political subdivision of the State of
Florida, hereinafter referred to as Lessor, and AAT AIRLINES, INC.,
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 Key West Inter-
national Airport located in Monroe County, State of Florida, here-
inafter called the "AIRPORT", and
WHEREAS, Lessee is engaged in the business of air trans-
portation 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 lease
unto Le~~ee, and Lessee does hereby hire and take from Lessor, cer-
tain permises, facilities, rights, licenses, services and privileges
in connection with and on the Airport, as follows, to-wit:
ARTICLE I - PREMISES
A.
USE OF THE AIRPORT.
Lessee shall be entitled to the
use, in common with others authorized to do so, of the AirPort and
appurtenances, together with all faciliti~s, equipment, improvements
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
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as Air Transportation), which use without li~iting the ~enerality
hereof, shall include:
1.
the handling, ticketing, billing and manifesting
of passengers, baggage, cargo, property and mail
in Air Transoortation bv Lessee or on behalf of
. .
any otner certificated air transportation com-
pany.
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2. the repairing, servicing, maintaining, condition-
ing, testing, parking or storage 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
oerform such functions onlv as an incident to its
conduct of Air Transportation.
3, the training on the Airport of personnel in the
employ of or to be emoloyed by the Lessee, or
any other certificated a~r transportation com-
pany, or the Federal Aviation Administration,
provided that such right shall not be construed
as authorizing the conduct of a separate business
bv 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, transfer, disposal or .
exchange of Lessee's 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,
le~se, transfer or disposal of any article or
goods used by or bought ror use by the Lessee in
connection with its conduct of Air Transportation;
and provided that 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 'tvhen such
gasoline, fuel or propellants, greases or other
lubricants are of a particular grade desired by
others and are not othe~~ise available (except
from other certificated air transoortation 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 bv the L~ssee; such right to
include, without limiting the generality there-
of, the right of Lessee to install and maintain
on the Airport adequate storage facilities for
such gasoline, oil, creases, lubricants and other
fuel, or propellant, or supplies, eith~r under-
ground or on the surface, together with the
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necessary pumns, pipes, motors, filters and
other appurtenances' incidental to the use
thereof. all subject to approval by the Lessor
or plans, spec~=ications, location and in-
spection or same, ~hich approval shall not be
unreasonably ~ithheld. 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 or scheduled, shuttle, courtesy,
test, training, inspection, emergency, special,
charter, sightseeing and other flights, including
without limiting the generality hereor, the right
to load and unload Lessee's aircrart, or the air-
~raft of any other certificated air transporta-
tion companv adiacent to a convenient entrance
to the Terminal-Building; provided that flights
carrying cargo or freight only shall. load and
Q~load 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 or conveyance as Lessee mav de-
sire or require in the ~onduct or Air Tra;spor-
tation, wit~ the right to designate the particular
carrier or carriers who shall regularly transport
Lessee's property, cargo and mail to and from
the Airport.
8.
the right, su~jec= to approval by Lessor or
plans, specifications, location and inspection
of the same, to install, maintain and operate,
without cost to the Lessor, by Lessee aione,
or in conjunction with others who are Lessee's
at the Airport, or through a nominee, a message
tube svstem ane other cOT~unications systems be-
t\,'een suitable locations, subject to payment by
Lessee for any space used.
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the right to i~5tall, maintain and operate, with-
out cost to Lessor, by Lessee alone, or in con-
junction with any c~rtificated air transportation
companies who are Lessee's at the Airport, or
through a nominee, anv additional air condition-
ing equipment including, without limiting the
generality hereof, the operation of an air cbn-
ditioning truck equipment for the air condition-
ing of aircraft, subject to.pa)~ent by Lessee
for any space used for any fixed installation
or air conditioning equipment, subject to writ-
ten prior approval by the Lessor and subject to
availability of sp~ce,
the right to provide, without cost to Lessor,
by Lessee, food and beverages for consumption
by passengers and cre~s, or for consumption by
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p~ssengers ana crev-.'s ...... a::..:"c:"af~ g:"ounded a:
tne Airpor:, riue ~o wea~ne:" or mechanicai co~ci-
tions, FOOG and bevc:"3\!eS =ay be served in
the Lessee's exclusive s~ace to its DaSSen\!e:"~
ana' crews T1l" tn- 0"'- l~_~_~~", -'ne r-.ene-.....a.l.;..... 0':
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the foregoinh' the said :"i~~: shall includ~ :he
right to install. iliai~t~i~ and operate, ov
Lessee alone and nc: i~ cc~iunction with othe:"s,
without cost tc :he ~esso~,-on anv oremises
leased exclusively to Lessee. and- approved for
this use by Lesso~. a: 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 specificallv provided. nothing
in this paragraph shall be dee~ed to give Less~e
the right to maintain or operate a cafeteria.
restaurant, vending machine, bar or cocktail
lounge for the purpose of selling, or in any
manner othen.;rise provide ror the sale of :;:OOG
or beverages to the public or to its employees
and passengers provided, however, nothing con-
tained in this paragraph shall preclude Lessor
?nd Lessee under this Airnort Agreement fro=
concluding lease agreements covering separate
hangar or service Duild.ings, which leases may
contain a provision giving Lessee the right ~o
maintain an employee's ca~e:eria and/or vend.ing
machines in the event the restaurant concess::..cr.-
aire at the airport shall ciecline to operate a
facility convenient to such separate buildings,
the right to install and ODerate, on and in the
Terminal Buildin;, at Lessee's expense. inden:ifi-
cation signs representing i~s business, whic~
signs shall be subs:antial~: uniform in size,
type and location \,~i=h t~ose of other air ~rans-
portation companies, the n~~~er, general tVJe,
size, design and loca~io~ of such~signs to"be
subject to the ~ri~=en approval or Lessor in
advance of insLalla~~o~, s~c~ approval shal: ~o=
be unreasonably ~i:h~elc.
the right to ins~all, wai~=2in and .operate, C~
Lessee's expense, by Lesser alone, or in con-
junction with any o=~e~ 2e~:ificated ai~ ~rans-
portation companies ~~o are ~essee's at ~he
airport or thrOU2G 2 uo~inee, such radio co~~-
nica tions (inc 1 ueing :\RI::C:), oetero logical ane
aerial navigation e~Ui?G2n: and facilities i~
0:" on premises leased exclusively to Lessee and
subject to the approval 0: Lessor with respec~
to the location of installation, if outside the
premises leased exclusivel~ ~v the Lessee, SUD-
Ject to the availability 0: s~ch space and;o~
ground areas as determined by the Lessor and
at mutually agreed upon rental rates.
the rights and privileges ;ranted the Lessee
under paragraphs 5, 7, S, 9 and 12 of this
Article I may be exe~cisec by the Lessee for or
on behalf of anv other ce~:ificated air trans-
portation Company 0:" by 0:" through a nominee or
Lessee, which nominee shall have been firs~
approved by Lessor- in \,'Titing, and such approval
shall not be unreasonablv withheld; provided,
however, that any such nominee shall-havc no
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greater ri~hts than the Lessee hereunaer,
Lessor a~rees t~at it will le~~ no charge
or toll upon an~ nominee apoointed by the
Lessee pursuar.~ to paragraoh 13, other thar.
ror space occunied and facilities and ser-
vices used. Exceot as specificall~ orovided
for in this paragraph A," nothing h~rein
shall be deemec to give Lessee an, right or
permission to SE::ll at the Airport- any'-goods
or services to the public or to its em-
ployees and passengers, other than the Air
Transportation Services, and the customary
services incidental thereto. Such orohibi-
tion includes. without limiting the. ~enerality
of the foregoing, trip insurance unless not
otherwise available in the Terminal Building
other than froD a certificated air transpor-
ta tion company".
B.
SPACE IN AND ADJACENT TO TERMINAL BUILDING.
Lessee
is hereby granted the non-exclusive use, in common with others, oI
such space an~ facilities as u~y be designated by Lessor in or
adiacent to said Terminal Building consisting of a ground area to oer-
mit the taxiing, servicing, loading and unloading of Lessee's air-
cra!t, space ror reasonable aQount of apron equipment, paving,
loading gates, and lighting for loading ramps and for other areas
adiacent to the Terminal Building and used by passengers.
Lessee may use such space in the Terminal Building
~~t~ respect to which it is ~ranted the exclusive use hereunder and
all
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space ana IaC~~ltleS lnSloe or
outside the Terminal Build-
ing with respect ~o whict i: is granted the non-exclusive use here-
u~der, subject to reasonable rules and regulations of Lessor as to
the use cf such space and facilities, for any or all purposes In
con~ection with or incidental to its business or Air Transoortation
including, ~ithout
limiting the generalitv hereof, the handling,
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ticketing, billing and manifesting of passengers, baggage, cargo,
~rc?erty and mail and the ~nstallation, maintenance and operation
0: radio and other communications equipment and facilities', and
meterological and navig3tion equipment anu facilities.
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C.
PARKING SPACE,
Adequate and reasonably convenient
vehicular parking spaces shall be nrovided by Lessor at a location
selected by Lessor, where it will not interfere with operations at
the Airport, for the use of Lessee and its employees, Lessor nay
charge such employees a fee in connection therewith not to exceed
$1.00 per month for vehicular parking space.
D.
RIGHT OF INGRESS AND EGRESS,
The right of ingress
to and egress from, but not the use of, except as provided in this
lease, the premises and facilities referred to in Sections "A" to
"C" inclusive above, for Lessee, its employees, agents, }?assengers,
guests, 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 nothing herein contained shall be deemed to limit Les-
sor's right to impose charges upon ground transportation services.
ARTICLE II - TER~
This lease and all rights herein granted Lessee shall be-
come operative a"nd effective April 1, 1978, and shall end on the
31st day of March, 1979, 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, licenseg,
services and privileges granted hereunder, the following rentals,
fees and charges, all payable in monthly installments covering the
ensuing calendar m~nth except that landing fee payments sha~l
cover the preceding calendar month. In th~ event that the conmence-
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
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and charges for that month shall be paid for said month prorata
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 month, transmit to Lessee a statement of the rentals,
fees and charges incurred by Lessee during said month as herein-
after provided, and the same shall be paid by Lessee within fifteen
(15) days after receipt of such statement.
A. RENTAL WITH RESPECT TO EXCLUSIVE SPACE IN THE TER-
MINAL COMPLEX.
From and after the effective date hereof a one
month's deposit of rental as shown below shall be made to Lessor.
Rental of such space herein leased exclusively 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 April, 1978, 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.
1.
603
square feet of ticket counter
space at $ 4.49 per square foot
per annum for the first year,
square feet of office space at
$3.93 per square foot per annum
for the first year.
2.
1400
3.
1072
4.
804.75
square feet of covered space at
$ 1.41 per square foot per annum
for the first year.
square feet second floor suite (3)
offices at $ 4.82 per square foot
per annum for the first year.
5. Lessee shall pay sales tax on all the rentals
payable hereunder.
B.
COMMON DEPARTURE AND BAG CLAIM AREA.
From and after
.
the effective date of this agreement (on a non-exclusive basis),
rental for the cormnon departure areas (as.shown on Exhibit "A"
attached hereto and made a part hereof) consisting of 712.75 square
feet at $ 3.37 per square foot per annum for the first year, pay-
able monthly.
From and after the effective date of this agreement (on a
non-exclusive basis) rental for the common baggage claim area (as
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shown on Exhibit "A" attached hereto and made a part hereof) con-
sisting of 473 square feet at $ 1.12 per square foot per annum
for the first year, payable monthly.
C.
AIRPORT INTERCOM SYSTEM.
From and after the effec-
tive date of this agreement, the Lessee shall pay the Lessor
$120.00 per annum, in equal monthly installments, for the use of
the Airport intercom system.
D.
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 here-
under, except those which rentals are specifically provided else-
where, 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 10th 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
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 in-
clude and separately state the number and type of shuttle, cour-
tesy, test, training, inspection, emergency and other non-revenue
flights, landed at the Airport by Lessee. If, during any calendar
year, the number of such flights is greater than ten (10) per cent
of Lessee's Actual Revenue Trip Arrivals, Lessee shall pay 'regular
landing fees upon such flights which exceed said ten (10) per cent
allowance. Said fees shall be included by Lessor in its first
regular monthly filling after the close of the calendar year.
The term "approved maximum gross landing weight" for
any aircraft as used herein, shall be the maximum gross landing
weight approved by the Federal Aviation Administration for landing
such aircraft at the Airport herein.
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Subject to ~easonaDle rules and regulations
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bv the Lessor, it lS exp~ess~~ 3greed tn3t pavrnent of landing fees
shall entitle Lessee to the ~se of loading apron at or adjacent
to
the Termin3l Building =o~ such reasonable time as mav
. ,
De requ::.~ec
bv Lessee ror the loading ar.~ unloading of its aircraft; prOVloec,
however, that Lessee shall ~~cur no penalty or charge ror additional
ti~e resulting from unavoica~le delays due to weather conditions,
minor mechanical defects, o~ other delays beyond control of Lessee,
except when such delays preclude use of the apron by other commer-
cial air carriers that are ooerating to or from the Airport.
Sub-
iect to Lessee's rights ~~de~ Article I A.6 hereof, the Lessor
reserves the right to desi~ate alternate parking areas if deemed
desirable or necessary.
?~~thermore, in the event the Lessee de-
sires to use the Airport a~~on and ramp facilities for airc~a=t
storage pu~poses ror more t~an twenty-four (24) hours prior approval
rr.ust be obtained froc the ~essor who will determine what apron or
ra~p areas are available =c~ this purpose and the Lessor shall nave
the riEht to charge reascna=le storage rates as mutually agreed
UDon between the Lessee anc Lessor,
T,L~):ES AA1~D .~.SS:::sS~.lEr~TS '"
Lessee ~hall pay all taxes
d';'lU assessment.s T,N'hich rrla~."
lawfully levied by a duly constituted
taxing ~ody upon Lessee ~it~ respect to its operation at the Air-
oc~t.
The LeSSO~ a~rees 22:
to le~~ any license or permit
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soecial assessment on Less~~ that would restrict or interfere ~ith
the exercise and
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enJoyr.:en: 0:: tne
ri8hts and privileges
gra~ted
h~rein; nrovided this s~1al: not prevent the Lessor from ~a~ing
cDarges to Lessee foy the ~se of the Airport, its facilities and
serVlces as herein speci=ic21ly authorized.
F. DEFAULT FOR ?AILURE TO PAY RENTALS, FEES AND CHARGES.
I~ th~ event Lessee fails :0 pay any rentals, chnrges and fees here-
unaer within twenty-five (:5) days after Lessor transmits a state-
~e~: therefore to Lessee, ~cssor may give Lessee notice in writing
o~ its in:ention to terci~2Le this lease unless Lessee shall have
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-10-
corrected such failure to pay ~ithin ~i~:een (15) days.
I~ saic.
failure to pay shall not have been cc=rected ~ithin the fifteen (IS)
day period. Lessor may, at its option, i!:'u~ediately or at any :ime
thereafter, enter into and UDon the ?recises hereby leased or any
part thereof and in the name of the ~hole, 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 without prejudice to
any remedy which otherwise might be used for arrears of rent or pre-
ceding breach of covenant; on the re-entry aforesaid, this lease
shall terminate.
In the event Lessor is obligated to participate in
any court proeceedings in order to enforce any of its rizhts 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 anv District or Circuit Court
having competent jurisdiction shall determine as a reasonable attor-
ney's fee.
ARTICLE IV - SERVICES TO PUBLIC
Lessee may, alone or in conjunction with other cer:ifi-
cated air transportation companies who are Lessees at the Airport,
or through a nominee approved by Lesso=, provide sufficient porter
service, COIT~on bag claim service in the area designated herein
for the convenience or its passengers provided, nowever, that
Lessor shall be under no obligation to provide or contribute to the
+= ...., ~
.L.UrTIlSnlngs 0=
such service.
ARTICLE V - RIGHT TO L~ASE PROPERTY
Lessor, represents that it has the right to lease the
Airport, together with all premises, facilities, rights, licenses,
-
services and privileges herein granted, and has full power and
authority to enter into this agreenent in respect thereof.
AETICLE VI - RIGHT TO PURCH.'\SE SUPPLIES AND N..o\TERIALS
Lessee shall, except as herein othenvise provided, have
the ri~ht to purchase or othen;ise obtain personal property or any
",---~:_...~.........~,,,....It'So-"'y,,,,",_ .-
"_. "'--~'-"'-<.'.-".;.':::~- - .
.-.... ..--~~~~,_.......;
. .
~ ,
-1.1.-
~2=~~C (~~cludinb' bu: not li~ited to, gasoline, fuel, proDellant~.
- , . -1
_-"'::::-:"'CiJ.t:...nf' 01. ,
grease, food, beverages and other materials,
ec~~nment and supplies) deemed by it to be required DY or incident
Lessee's operations, its exercise 0= the rights herein grantee
2:-::: its discharge of the obligations herein imposed, from any
?s::-son, partnership, firm, association or corporation it may choose.
=::-:cent as herein otherwise specirically provided, no charges, rees,
:::- tolls, of any nature, direct or indirect, shall be charged oy
Lessor. directly or indirectly, against Lessee or its suppliers,
::::- the privilege or purchasing, selling, using, storing, withdraw-
, --
~..._~ ,
handling,
COnSUllll.ng,
loading or unloading, or delivering any
s~ch personal property or Lessee by Lessee or its suppliers or ror
t~e privilege or transporting such personal property or persons to,
=::-om 0::- on the AirDort.
Nothing in this lease shall be deemed to restrict in any
=znner Lessor's right to charge any person, partnership,
.(:'
.i-lrIn,
association or corDoration rental ror the use of Lessor's property
- -
cr any iffi~rovements thereon or thereto where such use of said
~r~?erty or imorovements are or a regular or permanent nature as
~~~~in~~ished from a temDorarv 0::-
\._, .. ...-
transitory
. .
nature or where suc~
~3e is or such a nature as to constitute
the
- -
per~ormance or a
com-
=2::-c1.a1 b~siness at the Airport,
Lessor shall make no charge Ior
S~::-Iace t::-ansportation of Lessee's passengers when such passengers
are carrie~ to or from the hirpor::: at Lessee's expense occasioned
~~ flight cancellations. Lessor shall have the right to charge
?2rSOnS, partnerships, firms, associations or corporations, a ree
-~~
- ...1-
the sale and serving or food and beverages to Lessee at the
~irDort for co~sumption o~ iLs aircraft aloft; provided, ho~ever,
i~ the event the Lessee maintains a flighL kitchen at the Airport
=:r the preparation of food, no such fee shall be charged to the
s~ppliers of unprepared food to the said flisht kitchen; and pro-
,~ded further that no such fee shall be charged to any persons,
._-_.,..__.~---,~-...
~..~.~,-.."..._.,,<,- _.....--,"---.'.-__.....--.-~.,""'.--_.,'.-~
...."..'.~.~,"""'.,.-......._...
"
pan:neyships,
firms.
associations
0:::-
cOYDorations operatin;
C .;;.~
'~~
the AiYDO:::-~ ~rom which the Lessee ~a~ ?u:::-chase in-fli~h~ meal~
and bevera?e :::-equirements if Lessee is forced to discontinue its
purchase of in-flight meals and beve:::-a~e service from the Conces-
sionaire to meeE Lessee's standards as to quantity, quality, cost
or service-
In the event said Concessionaire rails to rurnish
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 prem?tly, upon receipt of written
notice rrom Lessee, serve written notice on said Concessionaire
to comply with such standards,
Sho~ld the said Concessionaire con-
tinue to rail oy reruse to meet suct standards, within thirty (30)
ciavs arter receipt 01 said notice te the Concessionaire, Lessee may,
after five (5) days prior written ne~ice to Lessor, and after dem-
onstrating to Lessor that such Concessionaire has railed or reIuses
to meet such standards. purchase its i~-flight meals and beverage
service Iro~ an eff-the-AirDort s~DDlie:::- without the assessment of
anv Iee bv Lessor as aroresaid.
Should Lessee choose to Du:::-c~ase its in-flight meals and
beverage se:::-,ice from an off-the-Airpc:::-t supplier for anv other
yeason thaTI that set foYth above, t~en lTI such event, Lessor may
assess a fee (but not in excess of :~e fee assessed the said Air-
port Concessionaire) on the off-:h2-~i:::-?ort supplier for sale or
in-rlight ~eals and beverage service :0 Lessee.
AR':"ICLE VII - ~1f\.n~T'E:::\A:~C: ..c._?\D OPERATIONS BY LSSSOR
Except as othe~7ise s?eci~ically provided herein, Lessor,
QUrlng the term of this lease, shall operate, maintain and keep in
good repair the Airport, Terminal Duildinb' vehicular parktng space,
all appurtenances, facilities ana service~ now or hereafter con-
nected ~ith the foregoing, includin~, without limiting the gen-
erality hereof, all field lightin; and other appurtenances. facili-
ties and services which Lessor has agreed to furnish and supply
hereunder.
Provided, however, that Lessor shall not be required
-:~~~:~'1ri'
...~.- - ..... ",' ~''''''.::''-'''J:.1.,.-.-....:",;;;:,~~::.-..,,-..-
:.:.:-~?:.,
.-._~:'l.J.o::;_-~---:;~ ,;~ ~":"~-:-,",'--:a~~
~--.
.,..~,..........~..;;
-13-
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 casualty excepted, in which case Lessor may perform such
maintenance or make such ~epairs and charge the reasonable cost
of same to Lessee. Proviced 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 Datter, as reasonably necessary 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 operate the Airport in all respects in a
manner at least equal to the highest standards or ratings issued
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 having 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 land-
ing area, runway, taxiway, or other appurtenance of the Airport.
Lessor, at its cost, shall keep the public and passenger
space in the Terminal Building L including the common departure
area, adequately supplied, equipped, furnished and decorated and
shall maintain 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
restaurants, restrooms, newsstands, telephones, baggage counters
and all other facilities for passenger or public use in the Ter-
minal 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
....,-:.::,.
. --
- ""' ~
-14-
area 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 in its exclusive areas, which power shall be separately meter-
ed. 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 com-
mon departure area, vehicular parking spaces, loading ramps, ade-
quate 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 park-
ing 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 sub-
stantially similar size and nature.
ARTICLE VIII - GOVERN}ffiNTAL FACILITIES
It is expressly agreed that if funds for the provision,
maintenance 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 now, or may be hereafter furnished by the
United States, are discontinued by the United States, Lessor shall
not be required to furnish said facilities.
ARTICLE IX - RULES AND REGULATIONS
Lessor shall have the right to and shall adopt and enforce
reasonable rules and regulations, which Lessee agrees to observe
and 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-
~::;~:~,~~~:_""'~~:~~~~~i;~_ '
--,
-_".>._i.
'."r~,.' --"1--..-:;
. , ",' ~~ .~.
~ ::-- -f~iiEK~&?Et:&~ _
.- -
-15-
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 PREMISES
If any building of Lessor in which the Lessee occupies ex-
clusive space hereunder shall be partially damaged by fire, explo-
sions, 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 such building 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 rents
payable hereunder with respect to the Lessee's exclusive space shall
be proportionately paid 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 does 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
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
sixty (60) days advance written notice to be served as hereinafter
provided upon or after the happening of anyone of the following
events:
-
.....
.,
- --~.--......--- -~,~---,..._----~--..._---~
~.' -.:,..-. :~-'''-'-'.. .,~ -'
---r-,.~-:'i'~--
,
-;..':'-
The filing by Lessee 0: a voluntar~v pet~tio~
in banKruptcy.
IDe institution c~ proceedings ~n bankruptcy
against Lessee and adjudication of Lessee as
a bankrupt pursuant to such proceedings.
'l
The cakin; by ~ court o~ jurisdiction of Lessee
and its assets pursuant to proceedings brou~nt
under the provisions o~ an, Federal re-organi-
zation act.
" The appointment of (} receiver of Lessee's
.... .
assets.
5 . The divestiture of Lessee's estate Dere~n DV
other operation 01: 1 ""...
~a.w.
6.
The abandonment bv Lessee of its conduct of
air transportation at tne Airport for a period
or ninety (90) Gavs.
The default bv Lessee lD the performance or any
~ovenant or agreement herein required to be
performed by Lessee other than failure to pay
rentals, rees and charges when due for which
provision is made in Article III F, and the
failure of Lessee to remedy such default ror
a period or sixt,. (60) days after receipt from
the Lessor of ,vr~tteD notice to remedy the
same; provided, however, that no notice of
cancellation, as above provloed, shall be of
any force or effect if Lessee shall have
remedied the defa~lt ~rior to Lessor's notice
of cancella::ion.
Q
u.
The lawful assumption by the United States
Government or any authorized agency thereof
of the operation, control. or use or the Air-
,- - , ,. ' '. , 1
por: anc ~aCl~ltles, or any SUbStantla part
or parts thereof, i~ such manner as sub-
stantially to restr~Ct Lessee, for a period
o~ at le~st n~nety (90) da~s. rro~ operating
tnereon Ior t~e carr:~ng OI passengers, cargo,
and Draper::,,",
" . -
Ko "vlaiver of default :::y ::::t2 i....essor 0: any 01: t::'le terms,
covenan~s or conditions ~ereo= ~o je ?errormed, kePL and oDserved
shall be construed La be or act as a ~aiver of any subsequent ae-
fault of any or the terms, covenan::s and conditions herein con-
tained to be performeu, Kep~ 2nd Deserved by the Lessee sh~ll not
be deemed a waiver of any right on ::he part of the Lessor to cancel
this lease for railure by Lessee co so perfolui. keep or observe
any of the terms, covenants or cC'lcitions or this lease.
ART I CLr: XI I - C:\:~CE!..L\ 1'1 ON BY LSSSEE
Lessee may cancel this 3!;reCDent anv time that Lessee is
not: ln derault: in its payr:-:ents to Lessor hereunder. by giving
..' ~.~...........' - ~~. ".. ;";;..:o;--'_~~"Z.:'~"~~~;I"":':"~~'''''_.''-
:..~~""":'-
'-:.:.;~-":~_-:-~~,:,~,,,s-;c-..........._~__~~.,;..._~':JC:~~""'4.:.. '24:'I'!.~~~~~~
~ -
-.l..' -
Lesso~ six~v (60) days advance ~ritten notice to D~ se~vec ~~
~ereinaitc~ provided, upon or after thp hapoenin:: 0: an~ on~ c:
tne follo~ing events:
i..
Issuance by any court of competent jurisc~c-
tion or an in i unc~ion in any \.J2.': D~evcn::::..n;'
or restrainin~ the use or the Air~ort o~ an~
part thereof ror airport purposes, and the r~-
maining in rorce or such injunction tor G per::..od
of at least ninet7 (90) days.
" '
The inability of Lessee to USE:, for a pe~l.oci
in excess or ninety (90) days, the Airpor: o~
any or the premises, racilities, rights,
licenses, services or privileges leased to
Lessee hereunder, because of fire, explosion,
earthauake, other casualty, or acts of God o~
the p~blic enemy, provideo that same is no:
caused by negligence or willful acts of fail-
ure to act on part or Lessee.
'"'
.),
Ihe default by the Lessor in performance of
any covenant or agreement herein reeuired to
be-performed bv the Lessor and the failure of
Les~or to remedy such detault for a period of
ninety (90) days after receipt fro~ Lessee of
~ritten notice to remedy same; provided, how-
ever, that no notice 0:( cancella tion, as pro-
vided above. shall be of any force or effect
if Lessor shall have remedied the default
prior to recelPt of Lessee's notice of cancel-
lation,
j,
~.
The lawrul assumption by the United States
Government or any authorized agency thereof
of the operation~ control or use or the ~lr-
port and" facilities, or any substantial par:
or parts thereof, in suc~ a manner as sub-
stantially to restrict Lessee, for a period
of at leas: ninety (90) davs, froD operating
thereon rOT the carrying o~ passengers, car~o.
property, and Uni ted States ~lail.
oJ ,
~:e failure or ref~sal of the Civil Aero-
nautics Board to grant Lessee the ri?h: to
operate into and from said Airport and the
- .
issuance bv the Civil Aeronautics Board or a
final order of susnension, termination or
revocation of Lessee's a~thoritv ~o provide
- '
service at Key Wes~ International Airport,
Monroe County, Florida.
Lessee's performance of all or any part or this 2~reeDent
for or during any period or periods after _a default of any or the
r:erms, covenants and conditions herein contained to be perfo-r-med,
kppt and observed by Lessor, shall not bc deemed a waiver of any
right on the part of Lessee to concel this agreement for failure
by Lessor to so perform, keep or observe anv of the terms, covenants
"'~,---"-~~.~-- -~-~~'"""'-~~-'" -""
;:..:.::.:..;;...:.....:--"'_. :...~~,;.__...:.:..:~__~_ :.___.'0"-' _""",:,-:_,_,:,,",_ :_..;;..(...~.
.J:~._-::-
..., .-
,_,________,;0;... '..-,'__ __...~_.-. '.::'>;;;';'~.';"-:-'-:::_~','
.........-;!i...~...--..::_
-18-
or conditions hereof to be performed, kept or observed, 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 harm-
less, 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 cornmon areas at the Airport by Lessee; provided, however,.
that Lessee shall not be liable for any injury or damage or less
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
with minimum limits of liability for personal injury in a sum not
less than $100,000 for anyone person, and $300,000 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 IV - QUIET ENJOYMENT
Lessor agrees that, on payment of the rent and performance
of the covenants and agreements on the part of Lessee to be per-
formed hereunder, Lessee shall peaceably have and enjoyed the leased
premises and all rights and privileges of said Airport, its appur-
tenances and facilities granted herein.
.'
-,
..\,.
..... . _ ...~~.' :^'...~r ,. . ~,
~;~~~~;':.~;::~:{~2~:f~~:tf-~;~~:'r -':'::=~~_
~h~,{;\;:::
. ~~;'~/'-~~:;:'~;.'~~~~~~~~:~
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, "
-1"'-
ARTICLE :.:': - SLRRE!~DE?, O? POSSESSIO::
Uoon the expiration or other :e~ination or this leaSe
or anv renewal thereor. Lessee's right to use the preQ~ses, racili-
ties, rights. licenses, services anu privileges herein leased shall
cease and Lessee shall rorthwith upon such expiration or termina-
tion surrender the same.
Except as otherwise provided in Article XV, all struc-
tures, fixtures. improvements, eauipment and other property bought,
installed, erected or placed by Lessee in, on or about the Airport
and premises leased under this lease (such fixtures, ~mprovements
and other property to include. without limiting the generality
hereof, storage tanks. pipes, pumps, wires, pOLes, machinery and
air conditioning equipment) shall be deemed to be personalty and
rema~n the property or the Lessee and Lessee shall have the right at
any time during the ten:::: of this agreement, or any reneHal or exten-
sion hereor, and for an additional period or ninety (90) days arter
the exuiration or other termination or said term as the same mav be
renewed or extended, to remove anv or all of its property rrom the
Airport; provided. however, that Lessee is not in derault in its
Da~rments to Lessor hereunder and provioed Lessee shall restore said
premises to its original condition as at the beginning of occupancy,
ordinarv wear and tear, damage by elements, fire, explosion or other
causes beyond control 0= Lessee excePted.
Any and all property
not removed D-- Lessee:- p:-::..or co the expiration or the aforesaio
ninety (90) days perioc. shall there~Dcn become a part of the land
on w~ich it is located and title thereto shall thereupon rest in
the Lessor.
Provided further that Lessor reserves the right to re-
quire Lessee to remove SUCh i~provements and property at Lessee's
expe;;se,
The Lessor reserves the right to make a reasonable charge
of rental for the period of ninety (90) days provided for herein
[or conLinuation of occupancy of space; provided, ho~cver, that no
ch~rge shall be rnade to Lessee if Lessee shall re~ove its property
"...L.;,.:....
-,. . --........... ...'-'<-'..";-,,, ""-... " ".- ",- ~ -- ---...~ ;""III':.~,......... "'.'_' "',"........_. . .~.
--.". ~-,"7..,-...;.:.:..:J;...~,....._.._.,..~ .,~~~
.-~ ._._.~_..I., .._,...____;-.'....-,-.~-
,~._..;.
- 2(";-
from the leased premlses within the
-., _.---
................ -) -
--.... --~..
......a......... _ ~ ..
(30)
G3'!S 0: s ~::.c
~inetv (90) dav period.
In the ever.: :.:-:.::: :..: DeCODes necessar': :0:::-
Lessor to remove equipment, structures 0:::- orner att2cnmcr.ts to
the grounds or buildings because 01 tht: failure c: ;.,.essec to do so.
the e^~enses of such removal are to be Dornc 0' tne Lessee.
ARTICLE XVI - DEFINITIO:~S OF TEP~':?
~fnenever the term Federal Aviation Ad~ir.is:ratlon is used
in this lease it shall be construed as referring to the Federal
Aviation Administration created by the Feaeral Government under tne
Federal Aviation Act of 1958, or to such other Federal Government
authority as may be the successor thereto or to be vested with the
same or similar authority,
\.J"nenever the terms "person" and "persons" are used In the
lease, thev shall be construed as including individu~ls, firms,
corporations and other legal entities.
~~er. lr. this a~reement
written approval bv Lessor is reeuired, such writteTI approval cay
be giver. DV the Director of Airports Ior ~essor,
ARTICLE ):\r11 - Il~SPECTIOI~ BY I-ES SO?
Lessor may enter upon the pre~ises now or hereafter leased
exclusivelv to Lessee hereuncier at anv reasonaOle
-+-":--'P
L.. .-l~._
::0::- anv
purpose necessary, incidental to or connected \~ith the per~ormance
of its obligations hereunder, or In the exercise of its governmental
funct:ions,
ARTICLE XVI I I - AS S IG?J:-:t.:?,T ,;,XI) Sl.:3LS:-':;:'=:~G
Lessee shall not at
. ~, .
any tlmc asslgn t~~s agreeDent
or any
part :nereof, nor sublet all or any portion of the leased pre~ises
nerein ~ithout written approval of Lessor; provided thac
the fore-
going shall not prevent the assignment of this agreement
to any
. -
corpo:::-ation with which Lessee may ~crge o~ consolidate, or which
mav succeed all or any portion of the business of Lessee.
ARTICLE IX - NOTICES
l~O tices to Les sor provi cied fOI- hcrei n sha 11 be suf fi ci en t
if sen: bv registered mail, postage prepaid. addressed to:
.""IIK!..__"_ ,"_ ..-_.....~'_.~!::Iti6L
,...- ...~.....--,."......~..:...~-. .~
.., ,,~.::.;,~,~.~.....-...:,~. .......-.. -.._':";'-;.;.,..~-, -
-- ~~.,,"",-~~I<.olo"""":'~~"""'_~=-_,_ ~"""":;c___'-'___..~~ ~
.- __'_"_' .....~. :1!..,.,;.a~---'-=------~;TTC;~~~;~-:~:-~:-~:-":"::~-
,,-,. ....,!..., ~.......
, ,~_.:
:1-
Directo~ of AirDo~ts. Monroe County
Key \.Jes:: lnternat~onal Airporc
S, Roosevelt Boulevar~
Key West. Florida 33040
and notice to Lessee, if sent bv registcre~ mail, postage prepaid.
adc.resscc cc:
AAT Airlines, Inc., d/b/a
Air Sunshine
1129 Simonton Street
Key West, Florida 33040
or to such other respective addresses as ~he parties may designate ·
to each other in writing from time to time.
ARTICLE XX - PAP~GRAPH HEADINGS
The paragraph headings contained herein are for conven-
~ence or reference and are not intended to define or lirr.it the
scoDe of anv urovision in this lease.
ARTICL~ XXI - INVALID PROVISIONS
In the even:: any covenant, condition or provision herein
contained is held to be invalid by any court or competent jurisdic-
tion the invaliditv 0= anv such covenant, condition or provision
shall in no wav affect anv other covenant, condition or provision
herein contained; provided that the invalidity of such covenant,
condition or ~rovision does not rr.aterially prejudice either Lessor
or Lessee in ltE respec::ive rights ana obligations contained in the
valid covenants, conditions or provisions or this lease,
ARTI eLE ):::-:1 I - COV~:\.~NT NOT TO GR......NT :'iORE FA VOR.A.BLE TEE..:.
Lessor.covenants and agrees not to enter into any lease,
contract or a~~ee~ent "ith anv other air transport operator with
respect to the Airport containing more favorable terms than this
lease o~ to grant to any other air transport operator rights, privi-
leges or concessions wi th respect to the said Airport \..~hic.h are not
in accord to the. Lessee hereunder unless .the same tems, rights.
p~ivileges and concessions are concurrently made available to the
Lessee.
ARTICLE XXIII - SUCCESSORS AND ASSIG~S BOU~D BY COVENANTS
All the covenants, stiDul~tions 3no agreements in this
lease shall extend to and bind the legal representatives, succes-
sors ana assigns of the respective parties hereto.
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ARTICLE XXIV - NON- DISCP.I~lINATION CLAUSE
The Lessee in exercisinv, any of the rights or Drivile~es
herein granted to him shall not on the grounds of race, color or
national orif,in discriminate or permit discrimination aBainst any
person or grouDs of persons in any manner prohibited by Part 15 of
the Federal Aviation Regulations, and the Lessor is hereby granted
the ri~ht to take such action, anything to the contrary herein not
withstanding, as the United States may direct to enforce this non-
discrimination covenant.
ARTICLE ~~V - INTERPP~TATION 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 prop-
erty, or in any manner waiving or limiting its control over the
operation, maintenance, etc., of Airport property or in derogation
of such governmental rights as Lessor posesses, except as is
specifically provided for herein.
AR7ICLE XXVI - RENTAL INCREASE
The parties specifically agree that the rental rates pre-
viously provided for herein shall increase automatically seven (7)
per cent per year. All increases in rental will be computed
annually after the first year or this lease and be used for the
following year's rental.
ARTICLE XXVII
The Lessee agrees to accept the premises which are exclu-
sively leased to Lessee in "as is" condition and Lessor shall
not be obligated to repair, maintain or renovate same.
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IN WITNESS WHEREOF, the parties have caused this lease
to be execuced as of che day and year first above written.
Attest:
(Corporai:e Seal)
Attest:
-i#--~ t4Y~
, It,."t" Secretary
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BOARD OF COUNTY COMMISSIONERS OF
t10NROE COUNTY, FLORIDA
Bya~~~~ -
Mayor an Chairman
(Seal)
AAT AIRLINE.S' INC';zJd/b/a AIR
SUNSHINE
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By ~ent
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