03/30/1976
3'3
k)
A G R E E MEN T
THIS CONTRACT OF LEASE is made and entered into on the
30 day of 0\ ftR,~ '" , 1911c, by and between the COUNTY OF
MONROE, 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.
WITNESSETH:
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 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 consideration, Lessor does hereby grant and lease
unto Lessee, and Lessee does hereby hire and take from Lessor, cer-
tain premises, 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 facilities, equipment, improve-
ments 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
~
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to as Air Transportation), which use without limiting the generality
hereof, shall include:
1. 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 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
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 transportation 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, 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,
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 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 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
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
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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, courtsey,
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 load 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.
8. the right, subject 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 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.
10. the right to provide, without cost to Lessor,
by Lessee, food and beverages for consumption
by passengers and crews, or for consumption by
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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 limiting 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 right 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 not
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 navigaion equipment and facilities in
or on premises leased 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 bv 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
approved by Lessor in writing, and such approval
shall not be unreasonably withheld; provided,
however, that any such nominee shall have no
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greater rights than the Lessee hereunder.
Lessor agrees that it will levy no charge
or toll upon any nominee appointed by the
Lessee pursuant to paragraph 13, other than
for space occupied and facilities and ser-
vices used. Except as specifically provided
for in this paragraph A, nothing herein
shall be deemed to give Lessee any right or
permission to sell 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 prohibi-
tion includes, without limiting the generality
of the foregoing, trip insurance unless not
otherwise available in the Terminal Building
other than from a certificated air transpor-
tation company.
B.
SPACE IN AND ADJACENT TO TERMINAL BUILDING.
Lessee
does hereby lease, for its exclusive use,
110
square feet of
space in said Terminal Building, as same as is designated on Ex-
hibit "A" which is attached hereto and made a part hereof, and
Lessee is hereby granted the non-exclusive use, in common with
others, of such space and facilities as may be designated by Les-
sor 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-exclusive use here-
under, subject to reasonable rules and regulations of Lessor as to
the use of such space and facilities, for any or all purposes 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, maintenance and operation
of radio and other communications equipment and facilities, and
meterological and navigation equipment and facilities.
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C.
PARKING SPACE.
Adequate and reasonably convenient
vehicular parking spaces shall be provided 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 may
charge such employees a reasonable 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, passengers,
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 - TERM
This lease and all rights herein granted Lessee shall be-
come operative and effective on
April 1, 1976
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and shall end on the 31st day of
March
, 1911-, unless
sooner terminated as hereinafter provided.
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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, licen-
ses, 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 pay-
ments shall cover the preceding calendar month. In the event that
the commencement of termination of the term with respect to any of
the particular 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, 197~, 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.
111 0
square feet of ticket counter
space at $4.00 per square foot
per annum.
2.
777.0
square feet of office space at
$3.50 per square foot per
annum.
3.
592.0
square feet of covered space
at $1.25 per square foot per
annum.
4. 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, rental for the common depar-
ture area (as shown on Exhibit "A" attached hereto and made a part
hereof) consisting of 7l2.75
square feet at $3.00 per square
foot per annum, payable monthly.
From and after the effective date of this agreement,
rental for the corrnnon baggage claim area (as shown on Exhibit "A"
attached hereto and made a part hereof) consisting of 473
feet at $1.00 per square foot per annum, payable monthly.
square
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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 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:
$0.16 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 Air-
port during the preceding calendar month, which shall include the
number and type of such arrivals. The number of arrivals so oper-
ated, 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 report 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 the 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 billing 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 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 right to charge reasonable storage rates as mutually agreed
upon between the Lessee and Lessor.
E. 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 Air-
port. 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; provided 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.
F. DEFAULT FOR FAILURE TO PAY RENTALS, FEES AND CHARGES.
In the event Lessee fails to pay any rentals, charges and fees here-
under within twenty-five (25) days after Lessor transmits a state-
ment therefore to Lessee, Lessor may give Lessee notice in writing
of its intention to terminate this lease unless Lessee shall have
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corrected such failure to pay within fifteen (15) days. If said
failure to pay shall not have been corrected within the fifteen (15)
day period, Lessor may, at its option, immediately or at any time
thereafter, enter into and upon the premises hereby leased or any
part thereof and in the name of the whole, 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 othenvise 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 proceedings 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 competent jurisdiction shall determine as a reasonable attor-
ney's fee.
ARTICLE IV - SERVICES TO PUBLIC
Lessee may, alone or in conjunction with other certifi-
cated 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 of such service.
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 herein 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
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nature (including, but not limited to, gasoline, fuel, propellants,
lubricating oil, grease, food, beverages and other materials,
equipment 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, shall 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 rentals 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
persons, partnerships, firms, associations or corporations, a 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 the 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 further that no such fee shall be charged to any persons,
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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.
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 or hereafter con-
nected 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
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to perform maintenance and make repairs occasioned by negligence
of Lessee or its employees, fire or other casualty excepted, in
which case Lessor may perform such maintenance or make such re-
pairs 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 necessary and with reasonable prompt-
ness, 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 main-
tain 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 substantially 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 landing area, runway,
taxiway, or other appurtenances of the Airport.
Lessor, at its cost, shall keep the public and passenger
space in the Terminal Building, 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 pay for
its own electrical power in its exclusive areas, which power shall
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be separately metered. Lessor, at its cost, shall also provide
and supply adequate lighting for the common departure area, vehicu-
lar 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,
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 the use of the Airport, Terminal Build-
ing 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 procedures 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.
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ARTICLE X - DAMAGE OR DESTRUCTION OF PREMISES
If any building of Lessor in which the Lessee occupies
exclusive space hereunder shall be partially damaged by fire, ex-
plosion, the elements, the public enemy or other casualty, but not
rendered untenantable, the same shall be repaired with due dili-
gence 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 re-
paired with due diligence by Lessor at its own cost and expense,
and rent payable hereunder with respect to the Lessee's exclusive
space shall be proportionately paid up to the time as such build-
ing shall be fully restored. In case any such building is com-
pletely damaged by fire, explosion, the elements, the public enemy
or other casualty, or so damaged that it will or does remain un-
tenantable for more than thirty (30) days, the Lessor shall be
under no obligation to repair and reconstruct such building, and
rent payable hereunder with respect to Lessee's exclusive space in
said building shall be proportionately paid up to the time of such
damage or destruction and shall thenceforth cease until such time
as 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 repair 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 entirety or to cancel, as of the date of such
damage or destruction, such part of this agreement as relates only
to said building.
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:
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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 proceedings.
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 ninety (90) 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 for which
provision is made in Article III F, and the
failure of Lessee to remedy such default for
a period of sixty (60) 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 orior 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 ninety (90) days, from operating
thereon for the carrying of passengers, cargo,
and property.
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 lease 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
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Lessor sixty (60) days advance written notice to be served as
hereinafter provided, upon or after the happening of anyone of
the following events:
1. Issuance by any court of competent jurisdic-
tion of an injunction in any way preventing
or restraining the use of the Airport or 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 Airport 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.
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 Key West International Airport,
Monroe County, Florida.
Lessee's performance of all or any part of this agreement
for or during 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
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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 em-
ployees, in the use or occupancy of the said leased premises 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 reasonable 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 enjoy the leased
premises and all rights and privileges of said Airport, its appur-
tenances and facilities granted herein.
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ARTICLE XV - SURRENDER OF POSSESSION
Upon the expiration or other termination of this lease
or any renewal thereof, Lessee's right to use the premises, facili-
ties, rights, licenses, services and privileges herein leased shall
cease and Lessee shall forthwith upon such expiration or termina-
tion surrender the same.
Except as otherwise provided in Article XV, all struc-
tures, fixtures, improvements, equipment and other property bought,
installed, erected or placed by Lessee in, on or about the Airport
and premises leased under this lease (such fixtures, improvements
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
remain the property of the Lessee and Lessee shall have the right
at any time during the term of this agreement, or any renewal or
extension hereof, and for an additional period of ninety (90) days
after the expiration or other termination of said term as the same
may be renewed or extended, to remove any or all of its property
from the Airport; provided, however, that Lessee is not in default
in its payments to Lessor hereunder and provided Lessee shall re-
store said premises to its original condition as at the beginning
of occupancy, ordinary wear and tear, da.mage by elements, fire,
explosion or other causes beyond control of Lessee excepted. Any
and all property not removed by Lessee prior to the expiration of
the aforesaid ninety (90) days period, shall thereupon become a
part of the land on which it is located and title thereto shall
thereupon rest in the Lessor. Provided further that Lessor reserves
the right to require Lessee to remove such improvements and property
at Lessee's expense.
The Lessor reserves the right to make a reasonable charge
of rental for the period of ninety (90) days provided for herein
for continuation of occupancy of space; provided, however, that
no charge shall be made to Lessee if Lessee shall remove its prop-
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erty from the leased premises within the first thirty (30) days of
said ninety (90) day period. In the event that it becomes necessary
for Lessor to remove equipment, structures or other attachments to
the grounds or buildings because of the failure of Lessee to do so,
the expenses of such removal are to be borne by the Lessee.
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 Government
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 necessary, incidental to or connected with the performance
of its obligations hereunder, or in the exercise of its governmental
functions.
ARTICLE XVIII - ASSIGNMENT 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 portion of the business of Lessee.
ARTICLE IX - NOTICES
Notices to Lessor provided for herein shall be sufficient
if sent by registered mail, postage prepaid, addressed to:
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Director of Airports, Monroe County
Key West International Airport
S. Roosevelt Boulevard
Key West, Florida 33040
and notice to Lessee, if sent by registered mail, postage prepaid,
addressed to:
AAT Airlines, Inc. d/b/a
Air Sunshine
1129 Simonton Street
Key West, Florida 33040
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 conven-
ience 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
contained is held to be invalid by any court of competent juris-
diction 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 prejud~ce either Lessor
or Lessee in its respective rights and obligations contained in
the valid covenants, conditions or provisions of this lease.
ARTICLE XXII - COVENANT NOT TO GRANT MORE FAVORABLE TERMS
Lessor covenants and agrees not to enter into any lease,
contract or agreement with any other air transport operator with
respect to the Airport containing more favorable terms than this
lease or to grant to any other air transport operator rights, privi-
leges or concessions with respect to the said Airport which are not
in accord to the Lessee hereunder unless the same terms, rights,
privileges and concessions are concurrently made available to the
the Lessee.
ARTICLE XXIII - SUCCESSORS AND ASSIGNS BOUND BY COVENANTS
All the covenants, stipulations and agreements in this
lease shall extend to and bind the legal representatives, succes-
sors and assigns of the respective parties hereto.
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ARTICLE XXIV - NON-DISCRIMINATION CLAUSE
The Lessee in exercising any of the rights or privileges
herein 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 enforce this non-
discrimination covenant.
ARTICLE XXV - 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 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 possesses, except as is
specifically provided for herein.
IN WITNESS \~EREOF, the parties have caused this lease to
be executed as of the day and year first above written.
BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA
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and halrman
(Seal)
By
(Corporate Seal)
Attest: /
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( .-'P I ~;"r.J'! _" /;' ___) .-'/// / '7-;)-'"/,;' ---<_ ~~ __-
,t' .._~ '-/. . ~'. - ,~ ~ .
{(fitI' Secretary
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Signed, sealed and delivered in the
presence of two witnesses:
As to Lessor
~///~
As to Lessee