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04/01/1966 ~"""l~ " J J ' ~ -,- , 'lc.-? . '.... , ... THIS INDENTURE OF LEASE. made and entered into by and bdween MONROE COUNTY, FLORIDA (hereinafter referred to as "LESSOR"), and AMERICAN AIR-TAXI, INC" a Florida corporation (hereinafter referred to as "LESSEE"), WITNESSETH: WHEREAS, Lessor owns an airport known as Key W est International Airport, located in Monroe County, State of Florida (hereinafter called the "AIRPORT"), and WHEREAS, Lessee is engaged in the busine s s of transportat ion with respect to persons, property, cargo and mail at the Airport, and WHEREAS, Lessee desires to l~ase certain prelnises, facilities and rights in connection with and on the Airport and )..es sor 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 her'ein contained, and other valuable considerations, Lessor does hereby demise and let, unto Lessee and Lessee dOE!S hereby hire and take fro~ Lessor certain prem.ises, facilities and rights in connection with and on the Airport as follow s, to -wit: AR TICLE I - TERM; The term of this lease shall be for a period of one year, commencing on the l8t day of April, A. D. 1966 and ending on the 31st day of March, A, D. 1967. / 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 set forth, an annual rental of $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 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 Les see's use of facil itie s assigned to it in the Airport Terminal Building, and the privilege of operating three (3) flights per day. In the c';cnt L('('(~" I' ,!! ,! 1, 1'.111 r 1; 1. I iM \ .:J -~'__'_------',<;;.....'....'y.''; ~ per day, Lessee 8ball tben pay to tbe Lessor an additional sum of $2.50 per fHabt over and above the three (3) flights per day, such payments to be in addition to tbe montbly payments contemplated hereunder. .ARTICLE In - EXCLUSIVE SPACE IN AD},{JNISTRATION BUILDING: ---.-, The exclusive use of the apace referred to under Article II herein for such uses as the Lesaee may de8ire to make thereof in connection with Or inciden_ tal '0 its operation of a domntic air transportation system, including spe. cifically but not by way of limitation the USe of said space for ticket Counter area, operations room aadeario storage area. ARTICLE IV - GENQAL USE OF AIRPORT I LEASED PREMISES AND FACILITIES: Aa duly a"'borind by compatent Governmental authority, Leseee ehaU have '.e ri... to operate a d..meetic transportation system, at the Airport. by aircraft, f"r tbe carrlaae of persons, property, cargo and mail, which right shall inclUde the following: (1) The right to use, in cananan with other domestic operators authorbed to do .0. tha c..mmon ara... of tbe Airport and appurtenances there. to. which have been d.lli.....t.d by Le....r fnr common use. Including. but not limited to, landina are... apro.... thoiw..ye. roadways, flood Ughts, ramp liahtina. beacona. sianah. r..dio ald.. .ewera.e. cOntrol tower, fire and crasb equipment and other cenvllniencea for flying, la.nding, and take -offs of aircraft of Lessee. (l) The riaht to l...cI. talte,off. fly. taxi. tow on tb. around, load and unload aircraft ..nd equipm."t u.ed by L..ee. In Ite operation of a domestic air transpol1ation system on the Airport. f'l) Tbe rlgbt to make repairs, 'eet, maintain, condition. service with fuel. oil. gr...es or otber .upplia., park or .tore aircraft or other equipment of Le.. ee Or. with prior per...i"lon of Le..o r. of any 0 tber sc h edu led do me s . lie air tran.portatlon company. On premia.. leased to Les.ee or on premise. l.....d tn .uc h o'her .c he dul e d do".. "'ic ai ,. 'ra"""" I' 'at"", con, pan; e s (4) T he right to tr..ln peraonnel In th. .mploy of. 0 r to be em plo y ed by, the Leaaee. ..,. -/~.. .~. ---- .~ ~\.~~....-_........,- (5}'I'he right to install, maintain and operate, at lessee IS expense, by Le.. e e aloo. or in cO!>junction with any nth er aj r tr anspo rta tion "" 'n pan; "' who are lessees at the Airport, Or through a nominee, radio, telephone, tel.e.- type and other communications equipmentj meteorological and aerial navi- gation equipment and facilities in or on premises leased exclusively to Les- see, subject to the approval of Lessor so as to enable LeSsor to prevent in- terference with the reasooable use of the Airport by other aothorized perso"., such approval not to be nnreasonably withheld. (6) The right to buy, sell, exchange or otherwise dispose of Lessee IS aircraft, sncinss, acces.ories, Casoline, oil, creases, lubricants, fuel, food and other eqnipment or supplies, including any article or goods used by or bought for use by Lessee in connection with its conduct of domestic air transportatlun, provid.d tl"'t .uch right shal\ not be construed as authorizing the conduct of a separate busin..s by Lessee, but shal\ permit Lessee to per- form such f"uctions u an incident to its conduct of domestic air transporta_ tion and further provldsd tbat L...ee shal\ not ..11 gasoBne, fuel, propellants, greas&s and other IUbricanh, except to a subsidiary or affiliated company, un- le8s authorized 80 to do by Less.r. (7\ The rlCht to install, maintain and operate, or cause to be instal\ed, maintained or operated, without cost to Lessor, in a hangar Or any other buildings exclusiv'ely leased to the L~88eej a cafeteria, restaurant or other plant for the purpo8e of preparfn" cookin, and dispensing of foods and bev- erages for consumption on Lessee's aircraft, or for Lesseers employees, but shan not inClude tbe rlCbt to maintain or nperate .. publi< cafeterianr restau_ rant for the purpose of sellinc food or beveraces to the public, Any space ex- clusively leased tn tbe L....e herennder shall require an additional rental '0 be paid otber than tbe rent..l set fortb In "ArticleIl _ Rental" berein, to be agreed upon by the Les... and Le..or ..ben said additional space is necessary, Neither shall said rlCbt be c"nsid'Ted to authori." ,I" :""',dl"[i",, 4"" uV.""'''''' uJ oUlo. matic vending machines of any nature at any place on the Airport -3, -_::>;" - - ~4'_'."~. ~-~- (8) The right to install, maintain and operate, without cost to Lessor, by Lessee alone, or in conjuaction with any other air transportation compan- ies who are lessees at the Airport, or through a nominee, a message tube system and other communicatiGrt 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 l()cations and Lessee1s offices, the Locations to be subject to the approval of Lessor, in 80 far as the interests of safety ann convenience of all are concerned, which approval shall not be unreasonably withheld. (9) The riabt, directly, or throUlh a contractor of Lesseefs choice, to transport Les8e~'s car,oj property and mail to, from and at the Airport by such vehicles as Lessee Qr Lessee t. contractor may desire or require. This operation of such vehicles shall,be subject to the reasonable regulations of the Airport relative to the use of around vehicles on Airport property. (10) 'rhe ri,ht to install and operate on the interior of the premises ex- clusively leased, at Lessee's expense, advertising signs representing its busi ~ ness, which iligns shall be substantially uniform in size, type and location. with thoSe of other air transportati'm companies leasing space on the premises. The number, size, type, de8tan and location of aU such signs shall be subject, however, to the prior written approval of the Lessor. (11) Con.olidatie~ of Ground Service.: The rights and privileges granted the Lessee b.erein, with respect to the performance of ground services and ac- tivitie. in connection with its air transportation operation at the Airport, may be exercised by Le.... for and on behalf of any other domestic air transporta- tion company or companies authorized by Lessor to use the Airport. Without limitation, stach riiht. and prh1.1e,.s shall be deemed to include all activities incideatal to' the h.andling of reservations, the ticketing of passengers, the re- ceipt, di.patch, loadiua, unloading and storage of passengers and their baggage, property, car,o aad mail, allG all ramp, repair, maintenance, storag{~, fuel i IIi.: and dispatching .ervices hlddental to the operations of airc raft at t he Ai rpllrl . -i- ~""':;C:C-~;:::;;::-'~_.~-'~-'-'.---- The foregoing shall not be cOI'1strued to authorize such other company or com- panies to use the Airport without the payments of fees and charges established by Lessor. (12) The riaht to purchase, on or off said Airport, of Lessee1s re- quirements of gasoline, fuel, lubricating oil, grease, food and other passen- ger supplies, and any other materials and supplies, from any person or corn- pany of Lessee.. choice, and the right to make agreements with any person or company of Lessee's choice for work to be done for Lea see. (13) The right to service, by Lessee, its suppliers or others, on leased premhes, and upon the apron of the Terminal Building, Lessee's aIr- craft and other equipment, by truck or otherwise, subject to regulations of Les8or, concernina only the orderly operation of the Airport, with gasoline, oil, areasej and any other luel, food or supplies to be used by Lessee; such right shall include, without limiting the generalities thereof, the right to erect, instan and maintain on said Airport, on leased premises, in accordance with insurance underwriters' standards, adequate underground storage facilities for such gasoline, oil and other inflammable fuel or supplies, together with necessary pipes, pumps, motor., filters and other appurtenances, at con- venient locations, upon the paYfilent of an additional rental other than the ren- tal set forth in "Article II - Refitalft herein, to be agreed upon by the Lessee and Lessor, such storage locations to be subject to prior written approval of Lessor when said u<iitional space is neces.ary, such approval not to be un- reasonably withheld. (1-') Parking Spa.ce: The use by Les.ee and its employees in common only with the other air transport operators who may be lessees of space at the Airport and their etnployees, of adequate vehicular parking space located as near as po..aible to said AdmiaiatratiiOn Building, without charge to Lessee or to .aid employees. (15) .lti.a. of In.r...aael .Eire..: The right of ingress to and l'grcB8 from premises ami facilities Qf the Airport herein leased, wit.hout charge to Le..ee, its employees, &l81!I.ta" pas..e.,.r., invitees, and suppliers of materials and furuialtet". of ..rvice. -5- -.------ --,-----~-. ----------~--------'':'7'-",~''''" . ,~.',->....-~,.---- (16) Maintenance and Operation of Airport: Lessor agrees that it will, at all time., maintain and operate and keep clean with adequate and efficient personnel, and keep in good repair j said Ai rport and the appurten- ances, facilities and services connected therewith, and keep said Ai rpurf and its approaches free from ob$truction, congestion and interference for the safe, convenient and proper use thereof by Lessee and will maintain and operate said Airport so a8 to entitle it to the approved rating by the Federal Aviation Agency and aU otber appropriate regulatory authorities. (17) Builditli by Lessee: Lessee, at its own cost and expense, may con8truct and install, in accordance with applicable laws and ordinances, ill 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, S\lch appn1\al not to be unreasonably witkheld. Leesee may at its own cost and expense al.- ter, modify, repair and maintain any buildings, structures or improvements constructed or i:n.stalled on premises leased hereunder, plans for which are to be subject to prior written approval of Lessor, such approval not to lw unrea- sonably withheld. Any space exclusively leased to the Lessee hereunder shall require an additiollal rental to be paid by the Lessee to the Lessor other than the rental set forth in "Article n - Rental" hereunder, to be agreed upon by. the Lessee and Le.aGr when said additional space is necessary. Any building so constructed on the lea.ed premises by the Lessee shall at the termination of this lease revert to the Lee.or. (18) Use of P\ab1i<: 4ddress System: Lessee shall have the privilege of using the Airport public addre8s sy.tem and operating a sufficient number of microphones and unite to properly conduct their busines s in the area j n the Terminal Buildi!!. leased hereunder, without further charge. Les se e shall have the useo! ..eh ullita prenntly installed in the leased space. However, additional uniU uled by Lelsee may be procured and installed at Lc'SfH.(~I!-l f'X-- pen..and any expen8e involved in relocation of any unite! will bf' bornt' l.Jy 1.,(;.,.H.< -6 - (19) Alterations and Improvements: Lessee is not authorizE"d 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 keq) the public space in the Terminal Buildinll attractively furnished, and will provide and supply a.dequate light, electricity and water for the public space; janitors and other cleaners necessary to keep the public space in the Terminal Buildi.ng at all times clean, neat, orderly, sanitary and presentable. (2) Electricity: Les.ee agrees to pay Lessor for all electricity used by it in the space leased and solely occupied by it hereunder. Such elE'ctri.city will besepar&tely metered. (3) Janitor and Cleaning Services: Lessee shall, at its own expense, provide janitor and cleaning services within the exclusive space leas cd and occupied hereunder, and shall keep the space in a clean and sanitary condition at all times. Lessor _arees to provide adequate rubbish containers into which Lessee may, with its own personnel, dump rubbish which may accumulate in LesseeTs normal use of the Terminal Building. (4) The operation. of Le88ee shall be conducted in an orderly and pro- per manner and 80 &s not to a..noy, disturb or be offensive to others at the Airport. (5) It shall be Lessor's responsibility to maintain and replace all glass bord&ring both on the field Bide of the leased space and on the public corridor of leased space, except in instances where damage to such glass should occur throu,h the acts of Lessee, its agent, suppliers, passengers, or others doing business with it at the Airport, in which event Lessee will assume such re- sponsibility. -7 - (6) The personal property placed or installed by Lessee in the exclusive- ly leas-ed area shall rettJain the property of Lessee and must be removed on or before the expiration of the term hereby granted. In the event of expirat.ion or other termination, Lessee shall have 10 days, exclusive of Sa111l'days. Sun.. days or holidays, after such termination, in which to remove its property. (7) If Lessee shall fail to remove its property upon the expi ration or termination hereof, Lessor may, at its option, after expiration of period of grace granted by the preceding paragraph hereof, as agent for Lesset' and at Lessee's expense and risk, remove such property to a public warehousl~ for deposit, or retain the same in its OWn possession, and after the expi rati,'n 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 !nay take such other action as may be necessary or desirable. (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, toy s, game., souvenirs, jewelry, novelties, clothing, flowers, sporting goods, pho- tographic goods, or toilet articles, or for the furnishing, for a consideratio!l, of theatre tickets, shoe shines, pressing and cleaning (except of its employees! uniforms), developin, and printing of photographs and films, ground baggage checking services or for the display of the advertising of third parties, except in cases in which Les.ee handle. ground services for another air transportation company, pursuant to paragraph (11) of ARTICLE IV, or for the installation of any coin-operated machines or devices, or for any other purpose beyond those herein expressly authorized. (9.) The Lessor, or its authorized representative, shall have the right at any time and as often as it considers necessary, upon request" to Lesse!>, tu inspect the .pace and fwithoutobligation to do 80) to enter thereon to rnakn () r- dinary repairs and, in the event of an emergency, to tak~ Iud; actiun tht~r,'i'l -8- " as may be required for the protection of per sons or property or 0111 c nvi he to execute the ternlS and conditions of this lease. (10) The Lessee shall, at its expense, repair or replacl'. '\S m;ly hn required, all electical incandescent bulbs or flourescent tubes or other lighting devices located within the space leased hereunder. .(11) Improvements: During the term of this lease. neither L1"'8801' nor Lessee is obligated by this lease to nlake any repairs, replaCemt?11ts. improvements, alterations or additions of any nature, other than those 81'1'- cifically agreed upon in this lease, except that Lessor shall makE' such st rue-. tural repairs as may be required to keep the leased space usable for t11C' pur- poses leased. ARTICLE VI INSURANCE AND INDEMNITY: Lessee shall nqjlltaill public liability, Airport liability, aircraft liability, fire and property damage insurance; and shall carry Workmen' 8 Compensation and en I},> 1 oy t' rs r Lid-hi 1 it Y insurance as required by law. Les See shall indemnify and hold hal'll!lp s s Lessor from any and all demands, 108 se 5, liabilities or judgment s, tog I't hn- with costs and expenses incident thereto, which may accrue against, be charged to, or be recoverable frorrl Lessor as a result-of the negligent acts or cJlnis- sions of Lessee, its employees or agents in connection with Lessee's USl~ dnd occupancy of the demised premises, excluding, however, such as n'ay be occasioned by the negligence of Lessor, its employees or agents. Lesso!" shall give to Lessee prompt and timely notice of any claim made or suit i nsti- tuted, which in any way, directly or indirectly, contingently or otherwif-H'; affect or might affect, Lel!lsee and Lessee shall have the right to COIl'pl-Pllli..o.;l' or participate in the defense of the same to the ext.ent of its own int ert'st~; ARTICLE VII - QUIET ENJOYMENT: Lessor agrees that, on payrnent of the rentals, fees and charges herein provided for, and performance of lhf~ covenants and agreements On the part of Lessee to be perforn'ed hf'rCIlndC'r. Lessee shall peaceably have and enjoy the leasedpreniises, riglds and j;lcili-- ties herein granted. -9- shall file a vol"ntary petition in bankruptcy or proceedings in hankruptcy shall be instituted against hand Le ssee is ther eafter adJudieat ed b''',kr" 1'1, pursuant to such proceedings, Or that the court take juriRdiction of 1"':':5('(- and its assets, pursuant to proceedings brought under the provisiollS of ,lll\ Federal reorganization act, or that a receiver of Lessee's assets slldll bf> appointed, or that Lessee shall be prevented by any final action of anv Fl'd- eral or State authority from conducting and operating its tran 'por'a';o" "'S. tern for the carriage of persons, property and n,a;; by aircraf1 at 'he A; 'po"" or that Lessee shall fail to perform, keep and observe any of 'he icnns, "",> nants or conditions her ein contain ed On t he part nf Le Sse e to be pe rf 0 r n' I'd. kept Or observed, Le..or may give Lessee notice in writing to eorre,t sueb condition or cure Such default, and, if any such eondhion or defaull shan ,on. tinue for 30 day. after the receipt of such notice by Leesee, the t es,,>c u a" after the lapse of said 30 day. period and prior to the correction or ,oring ot such condition or default, terminate this lease by a 20 days writ1 en 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 ;, weee tbe ex. piration of the original term. ARTICLE VIII - CANCELLATION BY LESSOR: III the eypn! LE'SSI't.- any right nf cancellatiort or any other right herein given to LeSsee, may ,an. 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 happening of an,' one of the following events: A. Any failu r e or refu sal by th e F ede ral A vi ation Ag e ncy to pe en.;' Le.. ee to operate into, from or through sai d Ai rpo rt with th e type of e qui p. ment which Lessee happens to OWn at any time. B, The breach by Lessor of any of the covenants Or agrcen'ent s 1",,<, . in contained and tho failure of Lessor to remedy Such breach for a !,..rind nl 30 day. after receipt of written notie. nf 'he ov;st,.",.,." CULl, tHuMh. ARTICLE IX - CANCELLATION BY LESSEE: Lessee,in addition to -10- , - C. The inability of Lessee to use said premises and facilities con- tinuing for a loager period than 30 days due to any law or order, rule or regulation of any appropriate governmental authority having jurisdiction o.er the pretnises or the operations of Lessee, except that, Upon the in.. ability of Lessee to use the Airport and lea.sed premises because of war, earthquake, or other caaualty, Lessee may Suspend this lease during such inability. During th.e period of any such suspension the Lessor retains the righ.t to utilize the leased premises as it deems advisable. The inability of the Les8ee to use said preb'lises and facilities due to strikes of its em- ployees Shall not be considered around. for the Les see to terminate or cancel this leaae. D. The termination of Lessee's obligations or right to carry passengers and/or United States .Air Wail to, from or through Key West, Florida. A,RTICLE .X - AS$IGNMEN"T AND SUBLETTING: Lessee shall not, at any time, unless provided for elsewhere in this lease, assign this lease or a.ny part thereof, nor shall Lessee sublet the premises nor any part thereof herein leased to L...ee, without the prior written consent of Lessor, except that, without such consent, Lel.ee may assign this lease to any corporation with which Lessee is affiliated, may merge, consolidate, or which may sue- ceed to the bUsiness of Lessee. -11- , . expense and the rent payable hereunder, with respect to Lessee's exclusive 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 conlpletely 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 Les see, 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 ccase until such time as said building shall be fully restored; or (2) if within 12 months after the tinle of such damage or destructiul1, said building shall not have been repaired or reconstructed for Lessee I 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 damagt.' 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 abaterrlent of the rentals. fees and charges provided for herein during the period that the sanle are so UTl- tenantable or unusable. AR TICLE XIII - NOTICES: A bill or statement may be rendered or any notice or communication whkh Lessor may desire to give L('Shee 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, Fla., 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 (:0111- munication shall be deemed to be the !inle when U1(' sanl(' is 111<1 i I cd. Idl () r -12- . JIo ').... . . delivered aH herein provided. Any notice fronl Lt'l;see to LeHBo!" shall be validly given if sent by registered or certified mail, addressed to the Board of County Commissioners, Monroe County Court House. J-<Cey West.F"lorida, or such other address as Lessor shall hereafter designate by notice to Lessee. ARTICLE XIV: In the event the Lessee and/or its legal representatives, succes sor s and as signs, 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 - Hental" here- in, to be agreed upon by the Lessee and Lessor, which said rental 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 WHEREOF, the parties have caused these presents to be executed as of the 1M day of ~ . A, D. 1966. Signed, Sealed and Delivered ONROE COUNTY, FLORIDA la;S'? ~ 0~/a(~ ~~h r 3~--;;:; Monroe ounty and Chairman l;zr-L~ >f)~ ....of the Board of County Commissioners. (Seal) b~~ Clerk of the Circuit Court of Monroe Coun- ty, Florida and ex officio Clerk of the Board of County Commissioners of Monroe County, Florida. ~urh,1kv As~~:e~ AMERICAN AIR-TAXI, INc. BY#~b~ .~- )/~ l//t' c- President;V' --- (Scdl) Attest: 'J/;}t~ 1JG fz~_ See retary. . (1-- -13-