09/26/1968
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THIS INDENTURE OF LEASE. made and entered into by and bclwl'('n
MONROE COUNTY, FLORIDA (hereinafter referred to as II LESSOR"). and
AMERICAN AIR-TAXI, lNC., a Florida corporation (hereinafter n'ferrt'd
to as "LESSEE"),
WITNESSETH
WHEREAS, Lessor owns an airport known as Key West International
Airport, located in Monroe County, State of Florida (hereinafter calkd 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 hereb'y demise and let unto Lessee and Lessee
does hereby hire and take from Lea Bor certain premises, facilities and
rights in connection with and on the Airport as follows, to-wit:
ARTICLE I -. TERM: The term of this lease shall be for a period of
one year, commencing on the 1st day of April, A. D. 1968 and ending on the
31 st day of March, A. D. 196<l,
ARTICLE II - RENTAL: Lessee agrees to pay Lessor for the use
of the Airport, all premises, facilities and rights granted hereunder for do-
mestic operations only, except as hereinafter sct forth, an annual rental of
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$3,000.00, payable in equal monthly amounts of $250. 00 each, such payments
to be made within ten days of receipt of Lessor's billingthercfor; 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 facilitic s
assigned to it in the Airport Terminal Building, and the privilege of ollt'rating
three (3) flights per day. In the event Lessee opl'rates Illorp'lhan thrt't'.(li~hls
per day, Lessee shall then pay to the Lesaor an additional sum of $2.50
per flight over and above the three (3) flights per day, such payments to
be in addition to the monthly payments contemplated hereunder.
ARTICLE III - EXCLUSIVE SPACE IN ADl.lINISTRATION BUILDING:
The exclusive use of the .pace referred to under Article II herein Cor such
uses as the Les8ee may deSire to make thereof in connection with or inciden-
tal to its operation of a domestic air transportation system, including spe-
cifically but not by way of limitation the use of said apace for ticket counter
area, operations room and cargo storage area.
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(5) The right to insta.ll, maintain and operate, at lessee's expense,
by Lessee alone or in. conjunction with any other air transportation companies
who are lessees at the Airport, Or through a nominee, radio, telephone, telc-
type and other communication. equipment, meteorological and aerial navi-
gation equipment and fadlities in or on premises leased exclusively to Les-
see, subject to the approval of Lessor so as to enable Lessor to prevent io-
terference with the reasonable use of the Airport by other authorized persons,
such approval not to be unreasonably withheld.
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(6) The rigltt to buy, sell, exchange or otherwise dispose of Lessee r s
aircraft, engines, accessories, gasoline, oil, greases, lubricants, fuel,
food and other equipment or 8upplies, 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 bUline.. by Lessee, but shall permit Lessee to pcr-
form such functions as are ineident to it. conduct of domestic air trallsporta-
tion and further provided that Lessee shall not sell gasoline, fuel, propellants.
greases and other lubricant., except to a lubsidiary or affiliated company, un-
less 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 Lossee, a cafeteria, restaurant or other
plant for the purpose of. preparing, cooking and dispensing of foods and bev-
eraies for consumption on Lessee's aircraft, or for Lessee's employees, but
shall not include the right to maintain or operate.& public cafeteria or restau-
rant for the pu.rpose of sellina food or beverages to the public. Any space ex-
elusively leased to tbe Leslee hereunder shall require an additional rental to be
. paid other than the rental set forth in "Article n - Rental" herein, to be agreed
upon by the Lessee and Lessor when said additional space is necessary. Neither
shall laid right be conlidered to authort.. tbe installation antJ operation uf autu-
matic vendiilg macbines of any nature at any place on the Airport.
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(8) The right to install, maintain and operate, without cost to Lessor,
by Lessee alone, orin conjunction with any oUuir air transportation compan-
ies 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 Lessee'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 80 far as the interests of safety and
convenience of all are concerned, which approvl!al shall not be unreasonably
withh'eld.
(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 vehicle. shall be subject ~o the reasonable regulations of the
Airport relative to the use of ground vehicles on Airport property.
(10) The l"ight to install and operate on the interior of the premises ex-
elusively leased, at Lessee's expense, advertising signs representing its busi-
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ness, which signa 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 the Lessor.
(11) Consolidation of Ground Services: The rights and privileges granted
the Lessee l1erein, with respect to the performance of ground services and ac-
tivitiee in connection with its air transportation operation at the Airport, may .
be exercised by Le..... for and on behalf of a.ny other dome.tic air transporta-
tion company or companies authorized by Les.or to use the Airport. Without
limitation, such rights and privileges shall be deemed to include all activities
incidental to the bandUng of reservations, the ticketing of. passengers, the re-
ceipt, dispatch, loadina, unlOading and storage of passengers and their baggage,
property, cargo and maU I and all !"amp. 1"t'!paf 1". fn:\fntr'n.,\nrf'. ~toraj.{'" eu,,) jllg
and diapatching servicee incidental to the operations of aircraft at the Airport.
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The foregoing shall not be construed to authorize such other company or com-
panies to use the Airport without the payments of fees and charges established
by Lessor.
(12) Tbe right to purchase, on or off said Airport, of Lessee's re-
quirements of gasoline, fuel, lubricating oil, grease, food and other passen-
ger supplies, and any other materials a.nd supplies, from any person or com-
pany of Lessee'. choice, and the right to make agreements with any person
or company of Lessee'. 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 air-
craft and other equipment, by truck or otherwise, subject to regulations of
Lessor, concerning only the orderly operation of the Airport, with gasoline,
oil, grease, anei any other fuel, .food or supplies to be used by Lessee; such
right sball include, without limiting tbe generalities thereof, the right to erect,
install and maintain on said Airport" on leased premises, in accordance with
insurance underwr,iters' standards, adequate underground storage facilities
for such gasoline, oil and other inflammable fuel or supplies, together with
necessary pipes, pump., motors, filters and other appurtenances, at con-
venient locations, upon the payment of an additional rental othe~ than the r'en-
tal set forth in "Article n ... Rental" herein, to be agreed upon by the Lessee
. and Le8sor, such 8toraa8 locations to be subject to prior written approval of
Lessor when said additional space is nece..ary, such approval not to be un-
reasonably withheld.
(14) Parking Space:' The use by Les.ee and its empl-oyees 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 possible to .aid AdminiatrationBuildina. witho~t charge to Lessee
or to said employees.
(15) Rlght 01. mire." and Ea.T"1J8: Th,. l'i~ht or ill~r(',.q 10 aud t'J.:"/'IU
from premiaes and facilit.ies of the Airport berein leased, without charge to
Les.e., ita employe.., ",ente, pas.engel'lI, inVitee., and suppliers of
materiah and furnishers 01 service.
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(16) Maintenance and Operation of Airport: Lessor agrees that it
will, at all times, maintain and operate and keep clean with auequate and
efficient personnel, and keep in good repair, said Airport and the appurten-
ances, facilities and services connected therewith, and keep said Airport
and its approaches free from obstruction, congestion and interferencp; for
the safe, convenient and proper use thereof by Lessee and will maintain and
operate said Airport so as to entitle it to the approved rating by the Federal
Aviation Agency and all other appropriate regulatory authorities.
~17} Building by 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, struc-
tures or improvements, including equipment and underground storage tanks
necessary for use in connection with its domestic air transportation operations,
the locations to be subject to prior written approval by Lessor, such approval
not to be unreasonably withheld. Lessee m,ay at its own cost and expense al-
ter, modify, repair and maintain any buildings, structures or improveIl1ents
constructed o'r installed on premise.. leased hereunder, plans for which are to
be subject to prior, written approval of Lessor, such approval not to be unrea-
sonably withheld. Any space exclusively leased to the.Lessee hereunder shall
require an additional rental to be paid by the Lessee to the Lessor other than
the rental set forth in "Article 11 - Rental" hereunder, to be agr-eed upon by the
Lessee and Lessor when said additional space is necessary. ,Any building so
constructed on the leased premises by the Les.ee shall at the termination of
this lease revert to the LesBor..
(18) Use of Public Address System: Lelsee shall have the privilege of
using the Airport public address system and operating a s~fficient number of
microphones and units to properly conduct their business in the area in the
Terminal Building leased hereunder, without further charie. Lessee shall
have the use of such units presently installed in the leased space. However,
additional units used by Les.ee may be procured and installed at L('sspc 'kt l'X-
pense and any expense inv"l\litu in rclvcc.dlull uC allY IIllil H will IJI: l..HHu, LJ 1."......,.
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(19) Alterations and Improvements: Lessee is not authorized to make
any alterations or improvements to the herein leased premises without prior
written approval of Lessor, such approval not to be unreasonably 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:
(I) General: It is expressly understood that Lessor will keep the public
space in the Terminal Buildini attractively furnished, and will provide and
supply adequate Haht, electricity and water for the public space; janitors and
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other cleaners necessary to keep the public space in the Terminal 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 801ely occupied by it hereunder. Such el ectrki t.y
will be separately metered.
(3) Janitor and Cleaning Services: Lessee shall, at its own expense,
provide janitor and cleanina 8ervices within the exclusive space leased and
occupied hereuncleJ', and lhall keep the space in a clean and sanitary condition
at aU times.
Lessor airees to provide adequate. rubbish containers into which Lessee
may, with ita own personnel, dump rubbish Which may accumulate in Lessee's
normal use of the Terminal Buildini.
(4) The operations of Lessee shall be conducted in an orderly and pro-
per manner and 10 a. not to annoy, disturb or be offensive to others at the Airport.
{5} It shall be Les80r's responsibility to maintain and repla(~e all glass
borderini 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 acta of Les.ee, it. agent, 8uppliers, pa88eniers, or others doing
business with it at the Airport, in which event Les.ee will assume 8udlre-
8ponsibility.
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(6) The personal property placed or installed by Lessee in the cxdu.sive-
ly leased area shall remain the property of Lessee and must be removed on
or before the expiration of the term hereby granted. In the event of expirakon
or other termination, Lessee shall have 10 days, exclusive of Saturdays, Sun-
days or holidays, after such termination, in which to remove its pro}!erty.
(7) Ii Lessee shall fail to remove its property upon the expiration or
termination hereof, Lesllor 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 expirat.ion 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 Lessee, or may take such
other action as may be necessary or desirable.
(8) Unless otherwise expressly provi~ed 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 ic c
cream products, tobacco or tobacco products,periodicals, books, drugs, toys,
garnes, souvenirs, jewelry, novelties, clothing, flowers, sporting goods, pho-
tographic goods, or toilet articles, or lor the furnishing, for a consideratioll,
of theatre tickets, shoe shines, pressing and cleaning (except of its employees'
uniforms), developini and printini of photographs and films, ground baggage
checking. services or for th~ display of the advertising of third parties, except
in cases in which Lessee handles ground services for another air transportation
company, pursuant to parairaph (11) of A~TrCLE IV, or for the installation of
any coin-operated macmnes or devices, or for any other purpose beyond those
herein expressly authorized.
(9.) The Lelsor, or its authorized representative, shall have the right
at any time and as often a8 it considers necessary, Upon request to Lessee, to
inspect the space and (without obligation to do 80) to enter thereon to make or-
dinary repairs and, in the event of IlIn flOml"l"I!""l"v. tn ":'11\,.. !':1I4 h .1. ! 1".. . '. , '"
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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 electical incandescent bulbs or fiourescent tubes or other
lighting devices located within the space leased hereunder.
(11) Improvements:
During the term of this lease, neither Lessor
nor Lessee is obliiated by this lease to make any repairs, replacements,
improvements, alterations or additions of any nature, other than those spe-
cifically agreed upon in this lease, except that Lessor shall make such struc-
tural repairs as may be required to keep the leased space usable for the pur-
poses leased.
ARTICLE VI - INSURANCE AND INDEMNITY: Lessee shall maintain
public liability, Airport liability, aircraft liability, fire and property damage
insurance, and shall carry Workmen's Compensation and employers' liability
. insuranc~ as required by law. Lessee shall indemnify and hold harmlf'ss
Lessor from any and all demands, 108ses, 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 omis-
sions of Le8see, its employees or agents in connection 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 iive to Lessee prompt and timely notice of any claim made or suit i 11sti-
tuted, which in any way, directly or indirectly, contingently or otherwise,
affect or might affect, Les.eo and Lessee shall have the right to compromise
or participate in the defense of the same to tbe extent of its own intare.sts.
ARTICLE VII - QUIET ENJOYMENT: Lessor agrees that, on payment
of the rentals, fees and charies 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 premis~8, ri~hts and facili-
tios herein iranud.
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AHTICLE VIII - CANCELLATION BY LESSOR:
III lite l'\I'II( l.:':ioi('t.
shall file a voluntary petition in bankruptcy or proceedings ill bankruptcy
shall be instituted against it and Lessee is thereafter adjudicated bankrupt,
pursuant to such p1"oceedings, or that the court take jurisdiction of ,Lessee
and its assets, pursuant to proceedings brought under tbe provisions uf allY
Federal reorganization act, or that a receiver of Lessee's assets sbaLl be
appointed, or that Lessee shall be prevented by any final action of any Fed-
eral or State authority from conducting and operating its trail sportation ays-
tern 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, COVl'-
nants or conditions herein contained on the part of Lessee to be pcrformcu,
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 con-
tinue for 30 days after the receipt of such notice by Lessee, the Lf'SStH n,ay,
after the ~apse of said 30 days period and prior to the correction or curing of
such condition or default, terminate this lease by a 20 days written notice
and the term hereby demised shall thereupon cease and expire at tin> end of
such 20 days in. the same manner and to the same cHec.t as if it were the ex-
piration of the original term.
ARTICLE IX - CANCELLATION BY LESSEE:
Le ssee, in addi tiun "\0
any right of cancellation or any other right herein given to Le~'sec, may cOon.-
eel this lease in its entirety and terminate all or any of its obligations here-
under at any time by.30 days written notice upon or after the happeniug of any
one of the following events:
A. Any failure or refusal by the Federal Aviation Agency to pE:'rn'lt
Lessee 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 h('r~-
in contained and the failure of Lessor to remedy such brea'Ch for a pc l"iod of
30 days after receipt of written notico of the exi&tl'll(.~t} of Huch LHI'.Hh.
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C. The inability of Lessee to use said premises and facilities con-
tinuing for a longer period 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 t~e in-
ability 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 premises a8 it deems advisable. The inability
of the Lessee to use said premises and facilities due to strikes of its em-
ploy~e8 shall not be considered grounds for the Lessee to terminate or cancel
this lease.
D. The termination of Lesseers obligations or right to carry passengers
and/or United States Air ,Mail to, from or through Key West, Florida.
ARTICLE X - ASSIGNMENT AND SUBLETTING: Lessee shall not, at
any time, unles8 provided for elsewhere in this lease, assign this lease or
any part thereof, nor shall Lessee sublet the pr'emises nor any part thereof
herein leased to Lessee, without the prior written consent of Lessor, except
,
that, without such consent, LesBee may a.lilsign this lea~e to any corporation
with which Lessee is affiliated, may merge, consolidate, or which may Sue-
ceed to the business of Lessee.
ARTICLE XI -SUCCESSORS AND ASSIGNS BOUND BY THIS AGREE-
MENT:
All the covenanU and agreement8 in this lease shall extend to and
bind the legal representatives, 8UCCeS.liIOr8 and assigns of the respective par-
ties hereto.
AR TICLE XU - DAMAGE OR DESTRUCTION OF PREMISES: Ii any
bUilding of Lessor in which Lessee occupies exclusive space hereunder shall
be partially damaged by fire, the elements. the public enemy or other casual-
ty but not rendered untenantable, the same shall be repaired with due diligence
by Lessor at its own cost and expense. U the damage shall be so extensive as
to render such building untenantable but capable of being l'epai red in 30 days,
the same shall be repaired with due diligence by Lessor at its OWn cost ilnu
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expense and the rent payable hert'under, with respect to Lesset"s <,x('Jusive
space in such building, shall be proportionately paid up to the time' of such
damage and shall thenceforth cease until such time as such 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
Lessee, either:
(1) said building shall be repaired ot reconstructed with due diligcnt'e
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 destructiun.
said building shall not have been repaired or reconstructed for Lessee1 s use.
Lessee may give Lessor written notice of its intention to then 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 :r;entals, fees
and charges provided for herein during the period that the same are so un-
tenantable or unusable.
AR TICLE 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
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by registered or certified mail, addressed to Lessee at P. O. Box 59-2215,
Miami International Airport, Miami, Fla., or at the address Le'ssce may
substitute therefor by notice to Lessor, or left at such address, and the tinle
of rendition of such bill or statement and the giving of such not ice or com-
munication shall be deemed to be the time when the S<lIlH' iSfl\ailt'd. Idl liT
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delivered as herein provided. Any notice from Lessee to Lessor shall be
validly given if sent by registered or certified mail, addressed to 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 the Lesseeand/or its legal representatives,
successors and assigns, during the term of this lease engage in flying in-
ternational flights from and to the Airport, then the Lessee shall pay an
additional rental other than the rental set forth in "Article II - Rental" here-
in, to be agreed upon by the Lessee and Lessor, which said rent.al will be for
the additional use of the Airport and additional services furnished by the Lessor.
ARTICLE XV: The Lessee shall have the right to renew this lease for
an additional term of 1 year. at rentals to be mutually agreed upon at the
time of such renewal between Lessor and Lessee.
IN WITNESS J!1'REOF. the
executed as of the ~. day of
presents to be
Signed, Sealed and Delivered ,MONROE COUNTY, FLORIDA ~
in~rpresence:, ~ ~~
.JiCc~ '7 ~ L d 'C/ Q~ l- e-/ r.
." Mayo Monroe ounty and Chairman
(~Q of the Board of County Commissioners.
fJ {q~J~/ ~
At 0 the Lessor.
(Seal)
Att~~
6~4L ~1P-
Clerk of the Circuit Court of Monroe Coun-
ty. Florida and ex officio Clerk of the Board
of County Commissioners of Monroe County,
Florida.
INC.
/"
By
r.....~ ._______....
-/M ~
As to the Lessee,
(Seal)
Attest: l
.
~#~i ~
See rctary.
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