04/01/1969
4 ll:.7
THIS INDENTURE OF LEASE, made and entered into by and between
MONROE COUNTY, FLORIDA (hereinafter referred to as "Lessor"), and
AMERICAN AIR -T AXI, INC., a Florida corporation (hereinafter referred
to as "Lessee"),
WITNESSETH:
WHEREAS, Lessor owns an airport known as Key West International
Airport, located in Monroe County, State of Florida (hereinafter called the
"Airport"), and
WHEREAS, Lessee is engaged in the business of transportation with
respect to persons, property, cargo and mail at the Airport, and
WHEREAS, Lessee desires to lease certain premises, facilities and
rights in connection with and on the Airport and Lessor is willing to lease
same to Lessee upon the terms and conditions hereinafter stated,
NOW, THEREFORE, for and in consideration of the premises and of
the mutual covenants and agreements herein contained, and other valuable
considerations, Lessor does hereby demise and let unto Lessee and Lessee
does hereby hire and take from Lessor certain premises, facilities and
rights in connection with and on the Airport as follow s:
AR TICLE I - TERM: The term of this lease shall be for a period
of one year, commencing on the 1st day of April, A. D. 1969 and ending on
the 31 st day of March, A. D, 1970.
AR TICLE II - RENTAL:
Lessee agrees to pay Lessor for the use
of the Airport, all premises, facilities and rights granted hereunder for
domestic operations only, except as hereinafter set forth, an annual rental
of $3, 300.00, payable in equal monthly installments of $275. 00 each, such
payments to be made within ten days of receipt of Les sor I s billing therefor,
but not earlier than the first day of each month for which the rent is applicable.
The above payments are based upon the Lessee's use of facilities
as signed to it in the Airport Terminal Building, and the privilege of operating
three (3) flights per day. In the event Lessee operates more than three flights
per day, Lessee shall then pay to the Lessor an additional sum of $2. 50
per flight over and above the three flights per day, such payments to be
in addition to the monthly payments contemplated hereunder.
In addition to the foregoing monthly payments, Lessee covenants
and agrees with Lessor to pay the required State Rental Tax.
ARTICLE III - EXCLUSIVE SPACE IN ADMINISTRATION BUILDING;
The exclusive use of the space referred to under Article II herein for such
uses as the Lessee may desire to make thereof in connection with or inci-
dental to its operation of a domestic air transportation system, including
specificially but not by way of limitation the use of said space for ticket
counter area, operations room and cargo storage area.
AR TICLE IV - GENERAL USE OF AIRPOR T, LEASED PREMISES
AND FACILITIES:
As duly authorized by competent Governmental authority,
Lessee shall have the right to operate a domestic transportation system, at
the Airport, by aircraft, for the carriage of persons, property, cargo and
mail, which right shall include the following:
(1) The right to use, in common with other domestic operators
authorized to do so, the common areas of the Airport and appurtenances
thereto, which have been designated by Lessor for common use, including,
but not limited to, landing areas, aprons, taxiways, roadways, flood lights,
ramp lighting, beacons, signals, radio aids, sewerage, control tower, fire
and crash equipment and other conveniences for flying, landing and take-offs
of aircraft of Lessee.
(2) The right to land, take-off, fly, taxi, tow on the ground, load and
unload aircraft and equipment used by Lessee in its operation of a domestic
air transportation system on the Airport.
(3) The right to make repairs, test, maintain, condition, service
with fuel, oil, greases or other supplies, park or store aircraft or other
equipment of Lessee or, with prior permission of Lessor, of any other
scheduled domestic air transportation company, on premises leased to
Lessee or on premises leased to such other scheduled domestic air trans-
portation companie s .
-2-
(4) The right to train personnel in the employ of, or to be employed
by, the Lessee.
(5) The right to install, maintain and operate, at Lessee's expense,
by Les see alone or in conjunction with any other air transportation com-
panies who are lessees at the Airport, or through a nominee, radio, tele-
phone, teletype and other communications equipment, meteorological and
aerial navigation equipment and facilities in or on premises leased ex-
clusively to Lessee, subject to the approval of Lessor so as to enable Les-
sor to prevent interference with the reasonable use of the Airport by other
authorized persons, such approval not to be unreasonably withheld.
(6) The right to buy, sell, exchange or otherwise dispose of Le ssee' s
aircraft, engines, accessories, gasoline, oil, greases, lubricants, fuel,
food and other equipment or supplies, including any article or goods used
by or bought for use by Lessee in connection with its conduct of domestic
air transportation, provided that such right shall not be construed as
authorizing the conduct of a separate business by Lessee, but shall permit
Les see to perform such functions as are incident to its conduct of dome s-
tic air transportation and further provided that Lessee shall not sell gas-
oline, fuel, propellants, greases and other lubricants, except to a sub-
sidiary or affiliated company, unless authorized so to do by Lessor.
(7) The, right to install, maintain and operate, or cause to be installed,
maintained or operated, without cost to Lessor, in a hangar or any other
buildings exclusively leased to the Lessee, a cafeteria, restaurant or other
plant for the purpose of preparing, cooking and dispensing of foods and
beverages for consumption on Le ssee' s aircraft, or for Lessee's employees,
but shall not include the right to maintain or operate a public cafeteria or
restaurant for the purpose of selling food or beverage s to the public. Any
space exclusively leased to Lessee hereunder shall require an additional
rental to be paid other than the rental set forth above, to be agreed upon
by Lessee and Lessor when said additional space is necessary. Neither
shall this right be considered to authorize the Lessee to install and operate
-3-
automatic vending machines of any nature at any place on the Airport.
(8) The right to install, maintain and operate, without cost to Lessor,
by Les see alone, or in conjunction with any other air transportation com-
panies who are lessees at the Airport, or through a nominee, a message
tube system and other communication systems between suitable locations
in the aircraft loading areas and suitable locations in or about Les see's
hangars and between any or all of the said locations and Lessee's offices,
the locations to be subject to the approval of Lessor, in so far as the in-
terests of safety and convenience of all are concerned, which approval shall
not be unreasonably withheld.
(9) The right, directly, or through a contractor of Lessee's choice,
to transport Lessee's cargo, property and mail to, from and at the Airport
by such vehicles as Lessee or Lessee's contractor may desire or require.
This operation of such vehicles shall be subject to the reasonable regula-
tions of the Airport relative to the use of ground vehicles on Airport property.
(10) The right to install and operate on the interior of the premise s
exclusively leased, at Lessee's expense, advertising signs representing
its business, which signs shall be substantially uniform in size, type and
location with those of other air transportation companies leasing space on
the premises. The number, size, type, design and location of all such
signs shall be subject, however, to the prior written approval of Lessor.
(11) Consolidation of Ground Services: The rights and privileges
granted Les see herein, with respect to the performance of ground services
and activities in connection with its air transportation system at the Airport,
may be exercised by Lessee for and on behalf of any other domestic air
transportation company or companies authorized by Les sor to use the Air-
port. Without limitation, such rights and privileges shall be deemed to
include all activities incidental to the handling of reservations, the ticketing
of passengers, the receipt, dispatch, loading, unloading and storage of
passengers and their baggage, property, cargo and mail, and all ramp,
repair, maintenance, storage, fueling and dispatching services incidental
-4-
to the operations of aircraft at the Airport. The foregoing shall not be
construed to authorize such other company or companies to use the Airport
without the payment of fees and charges established by Lessor.
(12) The right to purchase, on or off said Airport, of Les see I s re-
quirements of gasoline, fuel, lubricating oil, grease, food and other pas-
senger supplies, and any other materials and supplies, from any person
or company of Lessee's choice, and the right to make agreements with any
person or company of Lessee's choice for work to be done for Lessee.
(13) The right to service, by Lessee, its suppliers or others, on
leased premises, and upon the apron of the Terminal Building, Lessee's
aircraft and other equipment, by truck or otherwise, subject to regulations
of Les sor, concerning only the orderly operation of the Airport, with gas-
0line, oil, grease and any other fuel, food or supplies to be used by Les-
see; such right shall include, without limiting the generalities thereof,
the right to erect, install and maintain on said Airport, on leased premises,
in accordance with insurance underwriters I standards, adequate under-
ground storage facilities for such gasoline, oil and other inflammable
fuel or supplies, together with necessary pipes, pumps, motors, filters
and other appurtenances, at convenient locations, upon the payment of an
additional rental other than the rental set forth above, to be agreed upon
by Lessee and Lessor, such storage locations to be subject to prior written
approval of Lessor when said additional space is necessary, such approval
not to be unreasonably withheld.
(14) Parking Space: The use by Lessee and its employees in common
only with the other air transport operators who may be lessees of space at
the Airport and their employees, of adequate vehicular parking space located
as near as pos sible to said Administration Building, without charge to Les-
see or to said employees.
(15) Right of Ingress and Egress: The right of ingress to and egress
from premises and facilities of the Airport herein leased, without charge to
Lessee, its employees, agents, passengers, invitees and suppliers of ma-
-5-
terials and furnishers of service,
(16) Maintenance and Operation of Airport: Lessor agrees that it
will at all times maintain and operate and keep clean with adequate and
efficient personnel, and keep in good repair, said Airport and the appur_
tenances, facilities and services connected therewith, and keep said Air-
port and its approaches free from obstruction, congestion and interference
for the safe, convenient and proper Use thereof hy Lessee, and win main-
tain and operate said Airport so as to entitle it to the approved rating hy
the Federial Aviation Agency and all other appropriate regulatory authorWes.
(17) Buildine hy Lessee: Lessee, at its OWn cost and expense, may
construct and install, in accordance with applicable laws and ordinances,
in or on any space which is eXclusively leased to Lessee, any buildings,
structures or improvements, including equipment and underground storage
tanks necessary for Use in connection with its domesti c air transportation
operations, the locations to be subject to prior written approval by Lessor,
such approval not to be unreasonably withheld, Lessee may at its Own
cost and expense alter, modify, repair and maintain any bUildings, struc-
tures or improvements constructed or installed on premises leased here_
under, plans for which are to be subject to prior written approval of Les-
s or, such approval not to be unreasonably withheld. Any space exclus ivel y
leased to Lessee hereunder shall require an additional rental to be paid by
Lessee to Lessor other than the rental set forth above, to be agreed upon
by the Lessee and Lessor when said additional space is necessary. Any
building so constructed on the leased premises by Lessee shall at the ter-
mination of this lease revert to the Lessor.
(18) Use of Public Address System:
Lessee shall have the privilege
of using the Airport public address system and operating a sufficient number
of microphones and units to properly conduct its business in the area in the
Terminal Building Ie as ed hereunder, without further charge. Le s see shall
have the USe of such units presently installed in the leased Space. However,
additional units used by Lessee may be procured and installed at Lessee's
expense and any expense involved in relocation of any units will be borne
-6-
by Lessee.
(19) Alterations and Improvements: Lessee is not authorized to
make any alterations or improvements to the premises leased herein
without prior written approval of Lessor, such approval not to be unrea-
sonably withheld.
ARTICLE V - USE OF TERMINAL BUILDING: The use of space in
the Terminal Building leased hereby shall be for purposes incidental to
the operation of Lessee's domestic air transportation business and will be
In accordance with the following conditions:
(1) General: It is expressly understood that Lessor will keep the
public space in the Terminal Building attractively furnished, and will pro-
vide and supply adequate light, electricity and water for the public space,
janitors and other cleaners necessary to keep the public space in the Ter-
minal Building at all times clean, neat, orderly, sanitary and presentable.
(2) 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.
(3) Janitor and Cleaning Services: Lessee shall, at its own expense,
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 Terminal Building.
(4) 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.
(5) It shall be Lessor's responsibility to maintain and replace all
glass bordering both on the field side of the leased space and on the public
corridor of leased space, except in instances where damage to such glass
should occur through the acts of Lessee, its agent, suppliers, passengers,
or others doing business with it at the Airport, in which event Lessee will
assume such responsibility.
- 7-
(6) The personal property placed or installed by Lessee in the ex-
clusively leased area shall remain the property of Les see and must be re-
moved on or before the expiration of the term hereby granted. In the event
of expiration or other termination, Lessee shall have ten days, exclusive
of Saturdays, Sundays or holidays, after such termination, in which to re-
move its property.
(7) If Les see 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 expira-
tion 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 de-
sirable.
(8) Unless otherwise expressly provided or agreed, Lessee shall not
use the leased space (or permit it to be used) for the sale to its employees
or to any other person, of any beverages, food, candy, gum, ice cream or
ice cream products, tobacco or tobacco products, periodicals, books, drugs,
toys, games, souvenirs, jewelry, novelties, clothing, flowers, sporting
goods, photographic goods or toilet articles, or for the furnishing, for a
consideration, of theatre tickets, shoe shines, pressing and cleaning (ex-
cept of its employees' uniforms), developing and printing of photographs
and films, ground baggage checking services or for the display of the adver-
tising of third parties, except in cases in which Lessee handles ground ser-
vices for another air transportation company, pursuant to paragraph (11)
of AR TICLE IV, or for the installation of any coin- operated machines or
devices, or for any other purpose beyond those herein expressly authorized.
(9) 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
-8-
therein as may be required for the protection of persons or property or
otherwise to execute the terms and conditions of this lease.
(10) The Lessee shall, at its expense, repair or replace, as may be
required, all electrical incandescent bulbs or flourescent tubes or other
lighting devices located within the space leased hereunder.
( 11) Improvements: During the term of this lease, neither Les sor
nor Lessee is obligated by this lease to make any repairs, replacements,
improvements, alterations or additions of any nature, other than those
specifically agreed upon in this lease, except that Lessor shall make such
structural repairs as may be required to keep the leased space usable for
the purposes leased.
ARTICLE VI - INSURANCE AND INDEMNITY: Lessee shall main-
tain public liability, Airport liability, aircraft liability, fire and property
damage insurance, and shall carry Workmen's Compensation and employ-
ers' 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
connection with Lessee's use and occupancy of the demised premises, ex-
cluding, however, such as may be occasioned by the negligence of Les sor,
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.
AR TICLE VII - QUIET ENJOYMENT: Lessor agrees that, on pay-
ment of the rentals, fees and charge's herein provided for, and performance
of the covenants and agreements on the part of Lessee to be performed
hereunder, Lessee shall peaceably have and enjoy the leased premises,
rights and facilities herein granted.
-9-
ARTICLE VIII - CANCELLATION BY LESSOR: In the event Lessee
shall file a voluntary petition in bankruptcy or proceedings in bankruptcy
shall be instituted 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 reorganization 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 trans-
portation system for the carriage of persons, property and mail by air-
craft 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 default, and, if any 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 IX - CANCELLATION BY LESSEE:
Lessee, In addition
to any right of cancellation or any other right herein given to it, may can-
cel this lease in its entirety and terminate all or any of its obligations here-
under at any time by 30 days written notice or after the happening of any
one of the following events:
(a) Any failure or refusal by the Federal Aviation Agency to permit
Les see to operate into, from or through said Airport with the type of equip-
ment 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 Les sor to remedy such breach for a period of
30 days after receipt of written notice of the existence of such breach.
-10-
(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
regulation of any appropriate Governmental authority having jurisdiction
over the premises or the operations of Lessee, except that, upon the in-
ability of Les see to use the Airport and leased premises because of war,
earthquake or other casualty, Les see may suspend this lease during such
inability, During the period of any such suspension the Lessor retains
the right to utilize the leased premises as it deems advisable. The inability
of Lessee to use said premises and facilities due to strikes of its employ-
ees shall not be considered grounds for Lessee to terminate or cancel
this lease.
(d) The termination of Lessee's obligations or right to carry passen-
gers and/or United States Air Mail to, from or through Key West, Florida.
AR TICLE X - 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 leased to it, without the prior written consent of Lessor,
except that without such consent, Lessee may assign this lease to any cor-
poration with which Lessee is affiliated, may merge, consolidate, or which
may succeed to the business of Lessee.
ARTICLE XI - SUCCESSORS AND ASSIGNS BOUND BY THIS AGREE-
MENT:
All the covenants and agreements in this lease shall extend to
and bind the legal representatives, successors and assigns of the respective
parties hereto.
ARTICLE XII - DAMAGE OR DESTRUCTION OF PREMISES: If any
building of Lessor 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 re-
paired in 30 days, same shall be repaired with due diligence by Lessor at
-11-
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 buil-
ding 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 diligence
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 proportionately
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 de struction,
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 destruc-
tion, 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 and charges provided for herein during the period that the same are
so untenantable or unusable.
ARTICLE XIII - 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 P. O. Box 59-2215,
Miami International Airport, Miami, 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 statement 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 registered or certified mail, addressed to
-12-
the Board of County Commissioners, Monroe County Court House, Key
West, Florida, or such other address as Lessor shall hereafter designate
by notice to Lessee.
ARTICLE XIV: In the event Lessee and/or its legal representatives,
successors and assigns, during the term of this lease engage in flying in-
ternational flights from and to the Airport, Lessee shall pay an additional
rental other than the rental set forth above, to be agreed upon by Lessee
and Lessor, which said rental will be for the additional use of the Airport
and additional services furnished by Lessor.
ARTICLE XV: The Lessee shall have the right to renew this lease
for an additional term of one year, at rentals to be mutually agreed upon
at the time of such renewal between Lessor and Lessee.
IN WITNESS WHEREOF, the parties have caused this agreement to
be executed as of the /yf
day of
{}LIt/[{~{ ,A. D. 1969.
/
Signed, Sealed and Delivered
in Our Presence:
MONROE COUNTY, FLORIDA
~4 ~'~ ~
," ..--' .,' "
~ _, :_,;!,' ," . ",,,,.. I.. '.
By ~~ ~ .-~~.. V
:M'ayor of Monroe County and Chairman
of the Board of County Commissioners.
\... _I / / J
//J! {L-ft' ,>fi-4''?ir (.//ki/~ ./.f ( ./
/ '
, . )~LcJ L/ I (.c( (v / t c<"c (<___/./
As to the Lessor.
(SEAL)
/
Attest: ,
Clerk of the Circuit Court of Monroe
County, Florida and ex officio Clerk
of the Board of County Commissioners
of Monroe County, Florida,
6e~~L- A:./~-d4d
~~~
AMERICAN AIR-TAXI, ING.
c!i(;!J~
By
President,
/"'})~~pe.A.d" ~/~~~/ (SEAL)
As to t9t .Lessee. ~
.'J .NOTARY PUBLIC, ST^TE of FLORIDA at L.A. R~ ~~
1r\Y COMMISSiON EXPIRES NOV. 7. 1972 'A"~~ / J
;J>"'NDED THROUGH FREJ:l W. DIESTELH~est.~ ~ ~
. Secretary.
-13-