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10/22/1974 au~ 70/~ IO-.i~ - ( 4 THIS INDENTURE OF LEASE, made and entered into by and between MONROE COUNTY, FLORIDA (hereinafter referred to as "LESSOR"), and AAT AIR LINES doing business as AIR SUNSHINE, a Florida corporation (hereinafter referred to as "LESSEE"), WIT N E SSE T H WHEREAS, Lessor owns an airport known as Key West International Air- port, located in Monroe County, State of Florida (hereinafter called the "AIRPORT"), and WHEREAS, the Lessee desires to engage in the operation of a main- tenanc~_~5'E..~~~~_~I2.9_g?-E9o office at said Airport, and - WHEREAS, Lessee desires to lease certain premises, facilities and rights in connection with and on the Airport and Lessor is willing to lease same to Lessee upon the terms and conditions hereinafter stated, NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements herein contained, and other valuable considera- tions, Lessor does hereby demise and let unto Lessee and Lessee does hereby hire and take from Lessor certain premises described in the attached descrip- tion which is made a part hereof under the following terms and conditions: ARTICLE I - TERM: The term of this lease is to be for a period of ten (10) years commencing November 1, 1974 and ending October 31, 1984. ARTICLE II - RENTAL: Lessee agrees to pay Lessor for the use of the premises occupied by it the sum of $200.00 per month payable monthly in advance and to pay any required Mate relltq.:L_,.taxin addition to the fore- going monthly payments. Lessee also agrees to pay 5% of the gross revenues received from maintenance and supplies used in maintaining aircraft other than that owned by Lessee. ARTICLE III - LEASE OF PREMISES: The use of the leased premises shall be for the operation of a maintenance space, cargo office, and the erection of a hangar facility. Lessee agrees not to service or repair any planes on the premises except those owned by it and other aircraft over 12,500 pounds and not to sell gasoline and other supplies to any other persons, and will be in accordance with the following conditions: (1) Electricity: Lessee agrees to pay Lessor for all electricity used by it in the space leased and solely occupied by it hereunder. Such electricity will be separately metered. -2- (2) Janitor and Cleaning Services: Lessee shall, at its own ex- pense, provide janitor and cleaning services within the exclusive space leased and occupied hereunder, and shall keep the space in a clean and sanitary con- dition at all times. Lessor agrees to provide adequate rubbish containers into which Lessee may, with its own personnel, dump rubbish which may accumulate in Lessee's normal use of the lease premises. (3) The operations of Lessee shall be conducted in an orderly and proper manner and so as not to annoy, disturb or be offensive to others at the Airport. (4) The personal property placed or installed by Lessee in the ex- clusively leased area shall remain the property of Lessee and must be removed on or before the expiration of the term hereby granted. In th- event of ex- piration or other termination, Lessee shall have ten days, exclusive of Satur- days, Sundays or holidays, after such termination, in which to remove its property. (5) If Lessee shall fail to remove its property upon the expiration or termination hereof, Lessor may, at its option, after expiration of period of grace granted by the preceding paragraph hereof, as agent for Lessee and at Lessee's expense and risk, remove such property to a public warehouse for deposit, or retain the same in its own possession, and after the expiration of 30 days therefrom, sell the same at public auction, the proceeds of which shall be applied first to the expenses of sale, second to any sums owed by Lessee to Lessor, and any balance remaining shall be paid to Lessee, or Lessor may take such other action as may be necessary or desirable. (6) Unless otherwise expressly provided or agreed, Lessee shall not use the leased space (or permit it to be used) for the sale of gasoline or other supplies to any other person. (7) Lessor, or its authorized representative, shall have the right at any time and as often as it considers necessary, upon request to Lessee, to inspect the space and (without obligation to do so) enter thereon to make ordinary repairs and, in the event of an emergency, to take such action therein as may be required for the protection of persons or property or otherwise to execute the terms and conditions of this lease. -3- (8) The Lessee shall, at its expense, repair or replace, as may be required, all electrical incandescent bulbs or fluorescent tubes or other lighting devices located within the space leased hereunder. ARTICLE IV - INSURANCE AND INDEMNITY: Lessee shall maintain public liability, fire and property damage insurance, and shall carry Workmen's Com- pensation and employers' liability insurance as required by law. Lessee shall indemnify and hold harmless Lessor from any and all demands, losses, liabilities or judgments, together with costs and expenses incident thereto, which may accrue against, be charged to, or be recoverable from Lessor as a result of the negligent acts or omissions of Lessee, its employees or agents in connec- tion with Lessee's use and occupancy of the demised premises, excluding, however, such as may be occasioned by the negligence of Lessor, its employees or agents. Lessor shall give to Lessee prompt and timely notice of any claim made or suit instituted, which in any way, directly or indirectly, contingently or otherwise, affects or might affect, Lessee, and Lessee shall have the right to compromise or participate in the defense of the same to the extent of its own interests. ARTICLE V - QUIET ENJOYMENT: Lessor agrees that, on payment of the rentals, fees and charges herein provided for, and performance of the coven- ants and agreements on the part of Lessee to be performed hereunder, Lessee shall peaceably have and enjoy the leased premises, right and facilities herein granted. ARTICLE VI - CANCELLATION BY LESSOR: In the event Lessee shall file a voluntary petition in bankruptcy or proceedings in bankruptcy shall be in- stituted against it and Lessee is thereafter adjudicated bankrupt, pursuant to such proceedings, or that the court take jurisdiction of Lessee and its assets, pursuant to proceedings brought under the provisions of any Federal reorgani- zation act, or that a receiver of Lessee's assets shall be appointed, or that Lessee shall be prevented by any final action of any Federal or State authority from conducting and operating its transportation system for, the carriage of persons, property and mail by aircraft at the Airport, or that Lessee shall fail to perform, keep and observe any of the terms, covenants or conditions herein contained on its part to be performed, kept or observed, Lessor may give Lessee notice in writing to correct such condition or cure such de~ault, and, if any -4- such condition or default shall continue for 30 days after the receipt of such notice by Lessee, Lessor may, after the lapse of said 30 day period and prior to the correction or curing of such condition or default, terminate this lease by 20 days written notice, and the term hereby demised shall thereupon cease and expire at the end of such 20 days in the same manner and to the same effect as if it were the expiration of the original term. ARTICLE VII - CANCELLATION BY LESSEE: Lessee, in addition to any right of cancellation or any other right herein given to it, may cancel this lease in its entirety and terminate all or any of its obligations hereunder at any time by 30 days written notice or after the happening of anyone of the following events: (a) Any failure or refusal by the Federal Aviation Agency to permit Lessee to operate into, from or through said Airport with the type of equipment which Lessee happens to own at any time. (b) The breach by Lessor of any of the covenants or agreements here- in contained and the failure of Lessor to remedy such breach for a period of 30 days after receipt of written notice of the existence of such breach. (c) The inability of Lessee to use said premises and facilities con- tinuing for a period longer than 30 days due to any law or order, rule or regu- lation of any appropriate Governmental authority having jurisdiction over the premises or the operations of Lessee, except that, upon the inability of Lessee to use the Airport and leased premises because of war, earthquake or other casualty, Lessee may suspend this lease during such inability. During the period of any such suspension the Lessor retains the right to utilize the leased pre- mises as it deems advisable. The inability of Lessee to use said premises and facilities due to strikes of its employees shall not be considered grounds for Lessee to terminate or cancel this lease. (d) The termination of Lessee's obligations or right to carry passengers and/or United States Air Mail, to, from or through Key West, Florida. ARTICLE VIII - ASSIGNMENT AND SUBLETTING: Lessee shall not, at any time, unless provided for elsewhere in this lease, assign this lease or any part thereof, nor shall Lessee sublet the premises nor any part thereof herein ~#\ y -5- leased to it, without the prior written consent of Lessor, except that without such consent, Lessee may assign this lease to any corporation with which Lessee is affiliated, may merge, consolidate, or which may succeed to the business of Lessee. ARTICLE IX - SUCCESSORS AND ASSIGNS BOUND BY THIS AGREEMENT: All the covenants and agreements in this lease shall extend to and bind the legal representatives, successor and assigns of the respective parties hereto. ARTICLE X - DAMAGE OR DESTRUCTION OF PREMISES: If any building of Lessor, except any hangar facility erected on the premises by Lessee, in which Lessee occupies exclusive space hereunder shall be partially damaged by fire, the elements, the public enemy or other casualty but not rendered untenantable, same shall be repaired with due diligence by Lessor at its own cost and expense. If the damage shall be so extensive as to render such building untenantable but capable of being repaired in 30 days. same shall be repaired with due diligence by Lessor at its own cost and expense and the rent payable therefor hereunder, with respect to Lessee's exclusive space in such building, shall be proportion- ately paid up to the time of such damage and shall thenceforth cease until such time as said building shall be fully restored. In case any such building is completely destroyed by fire, the elements, the public enemy or other casualty, or so damaged that it will or does remain untenantable for more than 30 days, at the option of the Lessee, either: (1) said building shall be repaired or reconstructed with due dili- gence by Lessor at its own cost and expense, and the rent payable hereunder with respect to Lessee's exclusive space in said building shall be proportion- ately paid up to the time of such damage or destruction and shall thenceforth cease until such time as said building shall be fully restored; or (2) if within 12 months after the time of such damage or destruction, said building shall not have been repaired or reconstructed for Lessee's use, Lessee may give Lessor written notice of its intention to cancel this lease in its entirety or to cancel as of the date of such damage or destruction, such part of this lease as relates only to said building. In the event that the Airport, or any other premises herein leased, shall be rendered untenantable or unusable because of the condition thereof, there shall be a reasonable and proportionate abatement of the rentals, fees -6- and charges provided for herein during the period that the same are so un- tenantable or unusable. ARTICLE XI - NOTICES: A bill or statement may be rendered or any notice or communication which Lessor may desire to give Lessee shall be deemed sufficiently rendered or given if the same be in writing and sent by registered or certified mail, addressed to Lessee at Key West International Airport, Key West, Florida, or at the address Lessee may substitute therefor by notice to Lessor, or left at such address, and the time of rendition of such bill or state- ment and the giving of such notice or communication shall be deemed to be the time when the same is mailed, left or delivered as herein provided. Any notice from Lessee to Lessor shall be validly given if sent by reigstered or certified mail, addressed to and delivered as herein provided. Any notice from Lessee to Lessor shall be validly given if sent by registered or certified mail, addres- sed to the Board of County Commissioners, Monroe County Courthouse, Key West, Florida, to such other address as Lessor shall hereafter designate by notice to Lessee. ARTICLE XII: The Lessee shall have the right to renew this lease for an additional term of ten (10) years at rentals to be mutually agreed upon at the time of such renewal between Lessor and Lessee. At the termination of this lease and any renewal hereunder, any hangar facility placed on the leased premises shall revert to and become the property of the Lessor. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the 22 day of October , A. D. 1974. Signed, Sealed and Delivered in Our Presence: MONROE COUNTY, FLORIDA By Ma of / I and Chairman Commissioners --'-"~ /~ / (SEAL) lerk f the Circuit Court of County, Florida and ex officio Clerk of the Board of County Commissioners of Monroe County, Florida As to the Lessee -7- AAT AIR LINES doing business as AIR SUNSHINE BYO~ President Attest: ~ ~ ~ //-~ .~~ ~,<V Secretary ..,~.-'. :~..' ~ DESCRIPTION FOR AIR SUNSHINE AT KEY WEST INTERNATIONAL AIRPORT A tract located within the boundary of the Key West International Airport more particularly described as follows: Commencing at the most Northeast corner of the Airport Terminal Building; thence run N 1023'23" W for a distance of 150 feet; thence run N 88036'37" E for a distance of 300 feet to the Point of Beginning; thence run N 1023'23" W for a distance of 61.92 feet to a point that is 100 feet from the centerline of the portion of the East Taxiway which runs in a NE-SW direction; thence run N 63009'37" E, 100 feet from and parallel with the centerline of the said Taxiway for a distance of 500 feet; thence run S 26050'23" for a distance of 319.88 feet, more or less, to the bound- ary of the Key West International Airport; thence run S 600 15'04" W along said Airport boundary for a distance of 290.37 feet, more or less, to a point in line with the North fact of the building known as the County Department of Transportation building, extended Easterly; thence run S 88036'37" W along the face of said building extended for a distance of 121. 82 feet; thence run N 26050 '23" W for a distance of 166.12 feet; thence run S 88036'37" W for a distance of 140.22 feet back to the Point of Beginning.