Assignment from Comair
FILED For R~rORO
CONSENT TO THE ASSIGNMENT OF A LEASE
.911iAY 10 ,q 8 :15
MONROE COUNTY, a political subdivision .of the State of
Nashville Eagle, Inc. d/b/a
Florida, and American EagJ.e , a corpora~ion: o~ganized under the
laws of the State of Delaware, in exchange for the mutual
covenants set forth below and other good and valuable
consideration, agree as follows:
1. Monroe County consents and agrees to the assignment to
Nashville Eagle, Inc. d/b/a
American Eagle, as lessee, of a lease agreement by and between
Monroe County, as lessor, and Comair, Inc., as lessee I dated
Novemb,er 1, 1989, for leasehold space at the Key West
Intern,ational Airport. The Lease is attached to this consent to
assigrunent and is incorporated and made a part hereof as if fully
set out in the text of this consent to assignment.
Nashville Eagle, Inc. d/b/a
2. American Eagle agrees to assume all liability, responsi-
bility and duties of the Lease, and to all the terms of the Lease
and tel be bound by them in the same manner as the original
lessee, together with all rights and prvileges of the Lease.
3,. This consent to assignment shall take effect on March 1,
1991.
In Witness Whereof, the parties hereto have caused this
consent to an assignment of lease to be executed on this the
20th day.of
-
February
, 1991.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
(SEAL)
Attest : DANNY L. XOItHAGE, Clerk
By: ~~~~.'c
C~r
By: ~ ~~___i\.. __ ~
- ayor airman
&fJ.Jt:; -91
Date:
-
J. Ii.
..--/
jJ-~AM~~~
Witness
l
~('~f"f~
tness
NASHVILLE EAGLE, INC. d/b/ a
b(ner::'CdIL .t:dgle
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....,.
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By:_
Date: A.
......o.!
1991
APF'FfOVEr) II~"'- ---..
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A G R E E MEN T
THIS CONTRACT OF LEASE is made and entered into on the ilt
day of J1JDi~~, 1989, by and between the COUNTY OF MONROE,
a political subdivision of the State of Florida, hereinafter
referred to as "Lessor", and COMAIR, INC. a corporation organized
and existing under the laws of the State of Ohio, and whose
mailing address is P. O. Box 75021, Greater Cincinnati
International Airport, Cincinnati, Ohio 45275, hereinafter
referred to as "Lessee".
WIT N E SSE T H:
~~[EREAS, Lessor owns an airport knom1 as the Key West
International Airport located in Key West, Monroe County,
Florida, hereinafter called the "Airport", and
WHEREAS, Lessee is engaged in the business of air transpor-
tation with respect to persons, property, cargo and mail, and
WHEREAS, Lessee desires to obtain certain rights, services
and privileges in connection with the use of the Airport and its
facilities; and the Lessor is willing to grant and lease the same
to Lessee on a non-exclusive basis 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 grant and lease
unto Lessee, and Lessee does hereby hire and take from Lessor,
certain premises, facilities, rights, licenses, services and
privileges in connection with and on the Airport, as follows,
to-wit:
ARTICLE I - PRE~fISES
A. PRE~iISES LEASED. The Lessor does hereby lease to the
LessE'e that space as marked on Exhibit "A" attached hereto and
made a part~ herE~of at the Key Hest International Airport located
in Key West, Monroe County, Florida, in accordance with the terms
and conditions as set forth in this Agreement.
B. USE OF THE AIRPORT. Lessee shall be entitled to use, in
common with others authorized to do so, of the Airport and
appurtenances, together with all facilities equipment,
improvem~l1ts and services which have been or may hereafter be
provid,ed at or in connection with the Airport for common use, in
the operation of a transportation system by aircraft for the
carriag~ of persons, property, cargo, mail and related purposes
(hereinafter referred to as Air Transportation), which use
without limiting the generality hereof, shall include:
1.
the handling, ticketing, billing and manifesting
of passengers, baggage, cargo, property and mail
in Air Transportation by Lessee.
2 "
the landing, taking off, flying, taxiing, towing,
parking, loading and unloading of Lessee's air-
craft, or other equipment operated by Lessee,
used in the operation of scheduled, special and
charter flights, including without limiting the
generality hereof, the right to load and unload
Lessee's aircraft adjacent to Lessee's temporary
terminal building, upon approval of the Director
of Airports.
the loading and unloading of property, cargo and
mail at said Airport by such motor vehicles or
other means of conveyance as Lessee may require in
the conduct of Air Transportation, with the right
to designate the particular carrier or carriers
who shall regularly transport Lessee's property,
cargo and mail to and from the Airport.
3.
C. SPACE ADJACENT TO TERMINAL BUILDING. Lessee is hereby
granted non-exclusive use, in common with others, of such space
and fecilities as may be designated by Lessor in or adjacent to
said 7€:rminal Building consisting of a ground area to permit the
taxiing, servicing, loading and unloading of Lessee's aircraft,
space for reasonable amount of apron equipment, loading gates,
and lighting for loading ramps and for other areas adjacent to
the Terminal Building and used by passengers.
Lessee may use such space and facilities in the Terminal
Building with respect to \vhich it is granted the non-exclusive
use hereunder, subject to reasonable rules and regulations of
Lessor as to the use of such space and facilities, for any or all
purposes in connection with or incidental to its business of Air
Transportation, including, without limiting the generality
hereof, the handling, ticketing, billing and manifesting of
passengers, baggage, cargo, property and mail and the
-
installatioll, maintenance and operation of radio and other
communications equipment and facilities, and meteorological and
navigation equipment and facilities.
2
.
D. PARKING SPACE. Adequate and reasonably convenient
vehicular parking spaces shall be provided by Lessor at a
location selected by Lessor, where it will not interfere with
operations at the Airport, for the use of Lessee and its
employees.
E. RIGHT OF INGRESS AND EGRESS. The right of ingress to
end egress from, but not the use of, except as provided in this
Lease, the premises and facilities referred to in Sections "A" to
"D" inclusive above, for Lessee, its employees, agents,
passengers, guests, patrons, its suppliers of materials or
furnishers of service or their said property except as herein
contained shall be deemed to limit Lessor's right to impose
charges upon ground transportation services.
ARTICLE II - TERM
TIlis lease and all rights herein granted Lessee shall become
operative and effective on October I, 1989, and shall end on the
30th day of September, 1991, unless sooner terminated as
hereinafter provided.
ARTICLE III - RENTALS AND FEES
Lessee agrees to pay Lessor at such places as Lessor may
designate for the use of the premises, facilities, rights,
licenses, services and privileges granted hereunder, the
following rentals, fees and charges, all payable in monthly
installments covering the ensuing calendar month. In the event
that the commencement of termination of the term with respect to
any of the particular premises, facilities, rights, licenses,
services, and privileges as herein provided falls on any date
other than the first or last day of a calendar month, the
applic~ble rentals, fees and charges for that months shall be
paid for said month prorata according to the number of days in
that month during "{.,hich said particular premises, facilities,
rights, licenses, services and privileges were enjoyed; and
Lessor shall, following the end of each calendar month, transmit
to Lessee a statement of the rentals, fees and charges incurred
b~T Lessee during said month as hereinafter provided, and the same
3
shall be paid by Lessee within thirty (30) days after receipt of
such statement.
A. RENTAL WITH RESPECT TO SPACE IN THE TERMINAL. Rental of
such space herein leased to Lessee as shown on Exhibit "A"
attached hereto and made a part hereof, shall be at the following
rates payable monthly the first of said payments to be due the
1st day of October, 1989, and one of said monthly payments to
become due and payable on the first day of each and every month
!:hereafter during the term of this Lease.
1. 940 square feet of ticket counter space, passenger
screening and seating at $14.72 per square foot
per annum.
2.
376 square feet of office space at $10.51 per
square foot per annum.
560 square feet of covered porch space at $8.41
per square foot per annum.
224 square feet of trailer storage area at $8.41
per square foot per annum.
3.
4.
5. Trash collection fee at $1,800 per annum.
In addition to the first month's rent, the Lessee shall pay
to the Lessor upon execution of this lease one month's rent as
security deposit.
B. LANDING FEES. From and after commencement of the term
of this Lease, rentals, fees and charges for the use of the
landing area and facilities necessary therefore as granted
hereunder, except those which rentals are specifically provided
elsewh€~re, shall be combined in and represented by a landing fee
based upon the approved maximum landing weight of the Lessee's
Actua] Revenue Trip ArrivalG at the Airport each month as
follows:
$.55 per 1,000 pounds of approved maximum gross landing
weight. A minimum landing fee of $6.88 will be charged
for all aircraft weighing less than 12,500 lbs. gross
landing weight.
Lessee shall report to the Lessor not later than the 10th day of
each month, the Lessee's Actual Revenue Trip Arrivals at the
Airport during the preceding calendar month, which shall include
the nUITiber and type of such arrivals. The number of arrivals so
operated, and multiplied by the applicable approved maximum gross
landing weights for each type of aircraft, shall determine the
weight for which the monthly payment shall be made.
4
The term "approved maximum gross landing weight" for any
aircraft as used herein, shall be the maximum gross landing
weight approved hy the Federal Aviation Administration for
landing such aircraft at the Airport herein. (Included in this
r~port will be the total number of passenger enplanements and
deplanements for that month).
Subject to reasonable rules and regulations adopted by the
L~ssor, it is expressly agreed that payment of landing fees shall
entitle Lessee to the use of the loading apron at or adjacent to
the Terminal Building for such reasonable time as may be required
by Lessee for the loading and unloading of its aircraft;
provided, however, that Lessee shall incur no penalty or charge
for additional time resulting from unavoidable delays due to
weather conditions, minor mechanical defects or other delays
beyond control of Lessee, except when such delays preclude use of
the apron by other commercial air carriers that are operating to
or from the Airport. Subject to Lessee's rights under Article I
hereof, the Lessor reserves the right to designate alternate
parking areas if deemed desirable or necessary. Furthermore, in
the event the Lessee desires to use the Airport apron and ramp
facilities for nircraft storage purposes for more than twenty-
four (24) hours prior approval must be obtained from the Lessor
who will determine what apron or ramp areas are available for
this purpose and the Lessor shall have the right to charge
reasonable storage rates as mutually agreed upon between the
Lessee and Lessor.
c.
TAXES AND ASSESSMENTS.
Lessee shall pay all taxes and
assessUlents which may be lawfully levied by a duly constituted
taxing body upon Lessee with respect to its operation at the
Airport. The Lessor agrees not to levy any license or permit fee
or special assessment on Lessee that would restrict or interfere
Hith the exercise and enjoyment of the rights and privileges
granted herein; provided this shall not prevent the Lessor from
making charges to Lessee for the use of the Airport, its
facilities and services as herein specifically authorized.
5
D. DEFAULT FOR FAILURE TO PAY RENTALS, FEES AND CHARGZS
In the event Lessee fails to pay any rental on the first of each
month, such failure shall be a default of this Lease. Lessor
may, at its option, immediately or at any time thereafter, enter
into and upon the premises hereby leased or any part thereof and
in the name of the whole, and repossess the same of Lessor's
former estate, and expel Lessee and those claiming by, through or
under it, and remove its effects, forcibly if necessary, without
heing deemed guilty of trespass and without prejudice to any
remedy which otherwise might be used for arrears of rent or
preceding breach of covenant; on the re-entry aforesaid, this
Lease shall terminate. Further, if Lessee fails to perform any
of the other covenants of this Lease and such default shall
continue for fifteen (15) days after notice thereof is given in
writing by the County, or failure to correct any violation shall
continue for fifteen (15) days after notice thereof is given in
writing by the County, or its agents or attorneys to said Lessee,
the County may, at its option, forthwith declare this Lease
forfeited, and may immediately re-enter and repossess said leased
property, and any of the rents prepaid hereunder shall be
forfeited by the Lessee, and in no way shall effect the
collection of any other damages which may be due the County as a
result of any of said defaults. In the event Lessor is obligated
to participate in any court proceeding in order to enforce any of
its rights under this paragraph or to collect its rentals, fees
and charges, Lessor, if successful in pursuing such litigation,
shall be entitled to an additional amount in such sum as any
District or Circuit Court having competent jurisdiction shall
determine as a reasonable attorney's fee. Lessor shall keep the
Airport free of obstructions, including the clearing and removal
of grass, stones, or other foreign matter, as reasonably
neCeSf:Clry and with reasonable promptness, from the runway,
taxhvay and loading area, and immediately adj acent to such
runways, taxiway and loading areas for the safe, convenient and
proper use of the Airport by Lessee, and shall maintain and
operate the Airport in all respects in a manner at least equal to
the highest standards or rating~ issued by the Federal Aviation
6
Administration, for airports of substantially similar size and
character and in accordance with all rules and regulations of the
Federnl Aviation Administration and any other Governmental Agency
having jurisdiction thereof, providing that nothing herein
contained shall be deemed to require Lessor to enlarge the
landing area, runway, taxhlaY or other appurtenances of the
Airport. Lessee shall not perform any cleaning or maintenance of
aircraft except in designated areas under separate lease.
Further, it is specifically agreed that no cleaning or
maintenance of aircraft shall be performed on Airport runways or
Ta~pR. The Lessee shall pay for its own garbage service and
electr:~cal power in its exclusive areas. The Lessee shall, at
its experlse, repair, maintain or replace, as may be required, all
plumbing fixtures, electrical incandescent bulbs or fluorescent
tubes or other lighting devices located in its exclusive ares
within the space leased hereunder. Lessor, at its cost, shall
also provide and supply adequate lighting for the common
departure area, vehicular parking spaces, loading ramps, adequate
field lighting on and for the Airport, including without limiting
the generality hereof, landing lights and beacons. Lessor shall
also provide janitorial services necessary to keep the common
departure area, the public and passenger space, and vehicular
parking spaces and the landing field of the Airport at all times
clean, neat, orderly, sanitary and presentable. Determination of
adequacy, as used throughout this ARTICLE III, shall be made
solely by Lessor but shall he at least equal to the standards for
airports of substantially similar size and nature.
ARTICLE IV - GOVERID-1ENTAI. FACILITIES
It is e::~pressly agreed that if funds for the provision,
maintenance and operation of the Control Tower and/or other air
navigation aids or other facilities required or permitted by the
United States and needed by the Lessee or Lessee's operation at
the Airport, which are now, or may be hereafter furnished by the
United States, are discontinued by the United States, Lessor
shall not be required to furnish said facilities.
7
ARTICLE V - RULES AND REGULATIONS
Lessor shall have the right to and shall adopt and enforce
reasonable rules and regulations, which Lessee agrees to observe
and obey, with respect to use of Airport property; provided that
such rules and regulations shall not be inconsistent with this
Agreement nor with the safety and with rules, regulations and
orUtrs of the Federal Aviution Administration with respect to
aircraft operations at the Airport and with procedures prescribed
or approved from time to time by the Federal Aviation Admini-
stration with respect to the operation of Lessee's aircraft at
the Airport.
Lessor shall provide Lessee with a copy of such rules and
regulations from time to time.
ARTICLE VI - CANCELLATION BY LESSOR
The Lessor may cancel this Agreement by giving Lessee
fifteen (15) days advance 1;lritten notice to be served as
hereinafter provided upon or after the happening of anyone of
the following events:
1.. The filing by Lessee of a voluntary petition in
bankruptcy.
2, TIle institution of proceea~ngs in bankruptcy
against Lessee and adjudication of Lessee as a
bankrupt pursuant to such proceedings.
3.. The taking by a court of jurisdiction of Lessee
and itR assets pursuant to proceeding brought
under the provisions of any Federal
re-organization act.
4.. The appointment of a receiver of Lessee's assets.
5" The divestiture of Lessee's estate herein by other
operation of law.
6" The abandonment by Lessee of its conduct of air
trunsportation at the Airport for a period of
thirty (30) days.
7" The default by Lessee in the performance of any
covenant or agreement herein required to be
performed by Lessee other than failure to pay
rentals, fees and charges when due for which
provision is made in Article III D, and the
failure of Lessee to remedy such default for a
period of thirty (30) days after receipt from the
LcsRor of written notice to remedy the same;
~rovided, however, that no notice of cancellation,
as above provided, shall be of any force or effect
of Lessee shall have remedied the default prior to
Lessee's notice of cancellation.
8.. The lawful assumption by the United States
Government or any authorized agency thereof of the
operation, control, or use of the Airport and
8
facilities, or any substantial part or parts
thereof, in such manner as to substantially
restrict Lessee, for a period of at least sixty
(60) days, from operating thereon for the carrying
of passengers, cargo and property.
No waiver of default by the Lessor of any of the terms,
covenants or conditions hereof to be performed kept and observed
shall be construed to be or act as a waiver of any subsequent
default of any of the terms, covenants and conditions herein
contained to be performed, kept and observed by the Lessee shall
not be deemed a waiver of any right on the part of the Lessor to
cancel this lease for failure by Lessee to so perform, keep or
observe any of the terms, covenants or conditions of this Lease.
ARTICLE VII - CANCELI~TION BY LESSEE
Lessee may cancel this Agreement any time that Lessee is not
in default in its payments to Lessor hereunder, by giving Lessor
thirty (30) days advance written notice to be served as
hereinafter provided, upon or after the happening of anyone of
the following events:
1" Issuance by any court of competent jurisdiction of
an injunction in any way preventing or restraining
the use of the Airport or any part thereof for
airport purposes, and the remaining in force of
such injunction for a period of at least ninety
(90) days.
2" The inability of Lessee to use, for a period in
exceSG of ninety (90) days, the Airport or any of
the premises, facilities, rights, licenses,
services or privileges leased to Lessee hereunder,
because of fire, explosion, earthquake, other
casualty, or acts of God or the public enemy,
provided that the same is not caused by negligence
or willful acts of failure to act on part of
Lessee.
3.. The default by the Lessor in performance of any
covenant or agreement herein required to be
performed by the Lessor and the failure of Lessor
to remedy such default for a period of ninety (90)
days after receipt from Lessee of written notice
to remedy same; provided, however, that no notice
of cancellation, as provided above, shall be of
any ~orce or effect if Lessor shall have remedied
the default prior to receipt of Lessee's notice of
cancellation.
4,. The lawful assumption by the United States
Government or any authorized agency thereof of the
operation, control or use of the Airport and
facilities, or any substantial part or parts
thereof, in such a manner as substantially to
restrict Lessee, for a period of at least ninety
(90) days, from operating thereon for the carrying
of passengers, cargo, property and United States
Mail.
9
5. The failure or refusal of the Civil Aeronautics
Board to grant Lessee the right to operate into
und from said Airport and the issuance by the
Civil Aeronautics Board of a final order of
suspension, termination or revocation of Lessee's
authority to provide s€Lvice at Key West
International Ail'port, Monroe County, Florida.
Lessee's performance of all or any part of this Agreement
for or during any period or periods after a default of any of the
terQS, covenants and conditions herein contained to be performed,
kept and observed by Lessor, shall not be deemed a waiver of any
right on the part of Lessee to cancel this Agreement for failure
by Lessor to so perform, keep or observe any of the terms,
covenants or conditions hereof to be performed, kept or observed.
No waiver of default by Lessee of any of the terms, covenants or
conditions hereof to be performed, kept and observed by the
Lessor shall be construed to be or act as a waiver by Lessee of
any subsequent default of any of the terms, covenants and
conditions herein contained to be performed, kept and observed by
the Lessor.
ARTICLE VII - INDEMNITY
Lessee agrees fully to indemnify, and save and hold harm-
less, the Lessor from and against all claims and actions and all
expenses incidental to the investigation and defense thereof;
based upon or arising out of damages or injuries to third persons
or their property, caused by the negligence of Lessee, its agents
or employees, in the use or occupancy of the said leased
premises, runways, ramps or common c.reas at the Airport by
Lessee; provided, however, that Lessee shall not be liable for
cny injury or damage or loss occasioned by the negligence of
Lessor, its agents or employees; and provided, further that
Lessor shall give to Lessee prompt and reasonable notice of any
such claims or actions and Lessee shall have the right to
investigate, compromise and defend the same.
Lessee agrees to carry and keep in force such insurance with
a minimum combined limit of liability for bodily injury and
property damage of no less than $10,000,000.00. The Lessor shall
be named an additional insured and will be furnished with a
certificate in evidence of the insurance providing for no less
than thirty (30) days notice in the event of material change or
10
cancellation. Lessee shall carry its insurance coverages with
insurance companies authorized to do business in the State of
Florida.
ARTICLE IX - QUIET ENJOYMENT
Lessor agrees that, on payment of the rent 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 and all rights and privileges of said Airport,
its appurtenances and facilities granted herein.
ARTICLE X - SURRENDER OF POSSESSION
Upon the expiration or other termination of this Lease or
c:my renewal thereof, Lessee's right to use the premises,
lucjlities, rights, licenses, services and privileges herein
leased shall cease and Lessee shall forthwith upon such
expiration or termination surrender the same.
ARTICLE XI - DEFINITIONS OF TERMS
wl~enever the term Federal Aviation Administration is used in
this Lease it shall be construed as referring to the Federal
Aviation Administration created by the Federal Government under
the Federal Aviation Act of 1958, or to such other Federal
Goverrnnent authority as may be the successor thereto or to be
vested with the same or similar authority.
v,lhenever the terms "person" and "persons" are used in the
Lease, they shall be construed as including individuals, firms,
corporations and other legal entities. When, in this Agreement,
written approval by Lessor is required, such written approval may
be given by the Director of Airports for Lessor.
ARTICLE XII - INSPECTION BY LESSOR
Lessor may enter upon the premises now or hereafter leased
exclusively to Lessee hereunder at any reasonable time for any
purpose necessary, incidental to or connected with the
perfo~TIance of its obligations hereunder, or in the exercise of
its governmental functions.
ARTICLE XIII - ASSIGNMENT AND SUBLETTING
Lessee shall not at any time assign this Agreement or any
part thereof, nor sublet all or any portion of the leased
premises herein without written approval of Lessor passed by
11
resolution of equal solemnity as the passage and execution of
this document; provided, however, that Lessor shall not
unreasc'nably wi thhold approval. The prohibitions above stated
include assignment of this Agreement to any corporation with
which Lessee may merge or consolidate or which may succeed all or
2ny portion of the business of Lessee.
ARTICLE XIV - NOTICES
Notices to Lessor provided for herein shall be sufficient if
sent by certified mail, postage prepaid, addressed to:
Mayor & Chairman of the
Board of County Commissioners
MONROE COUNTY COURTHOUSE
P.O. Box 1680
Key West, Florida 33040
and notice to Lessee, if sent by certified mail, postage prepaid,
addrf's :;ed to:
Comair, Inc.
P.O. Box 75021
Greater Cincinnati Int'I. Airport
Cincinnati, Ohio 45275
or to such other respective addressc~ as the parties may
designate to each other in writing from time to time.
ARTICLE XV - PARAGRAPH HEADINGS
TI1e paragraph headings contained herein are for convenience
of refE~rence and are not intended to define or limit the scope of
any provision in this Lease.
ARTICLE XVI - INVALID PROVISIONS
In the event any covenant, condition or provision herein
contained is held to be invalid by B.ny court of competent
jurisdiction, the invalidity of any such covenant, condition or
provision shall in no way effect any other covenant, condition or
provision herein contained; provided that the invalidity of such
covenant, condition or provision does not materially prejudice
either Lessor or Lessee in its respective rights and obligations
contained in the valid covenants, conditions or provisions of
this Lease.
ARTICLE XVII - SUCCESSORS AND ASSIGNS BOUND BY COVENANTS
All the covenants, stipulations and agreements in this Lease
shall extend to and bind the legal representatives, successors
and assigns of the respective parties hereto.
12
ARTICLE XVIII - NON-DISCRIMINATION CLAUSE
The Lessee in exercising any of the rights or privilegcR
herein granted to him shall no on the grounds of race, color or
nationnl origin discriminate or permit discrimination against any
person or groups of persons in any manner prohibited by Part 15
of the Feder"ll Aviation Regulations, and the Lessor is hereby
granted the right to take such action, anything to the contrary
herein not withstanding, as the United States may direct to
enforce this non-discrimination covenant.
ARTICLE XIX - INTERPRETATION OF LEASE
Nothing in this Lease shall be construed or interpreted in
any manner whatsoever as limiting, relinquishing, or waiving of
any rights or ownership enjoyed by Lessor in the Airport
property, or in any manner waiving or limiting its control over
the operation, maintenance, etc., of Airport property or in
derogation of such governmental rights as Lessor possesses,
except as is specifically provided for herein.
ARTICLE XX
The Lessee agrees to accept the leased property in "as is"
condition and Lessor shall not be obligated to repair, maintain
or renovate same.
ARTICLE XXI
Lt~ssor reserves the right to move Lessee from the premises
being leased under the terms of this Agreement within thirty (30)
days after permanent space becomes available for use by Lessee.
ARTICLE Y..t'{Il
LE~ssee shall not be obligated in any manner under the terms
of thin agreement unless and until it obtains quiet possession of
the leased premises described in Article I of this Agreement.
13
IrJ \HTNESS HHEREOF, the parties hereto have caused this
Lease to be executed as of the day and year first above written.
COUNTY OF MONROE
By:
Mayo 0 e
of 0 unty Commissioners
Monroe County, Florida
(SEAL)
At t est: D.f\..NNY L. KOLIJ,AGE1 Ql~~
COMAIR, INC.
By, ~~/"c,~, /j, /'. "
(Title)
(CORPORATE SEAL)
Attest:
~?~ j/l,-~
9"ecretClry
A/'Ml1fI6D AI TO.....,
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ASSIGNMENT
THIS ASSIGNMENT made as of the 1st day of March, 1991 by and
between COMAIR, Inc., an Ohio corporation having offices at P.O.
Box 750:21, Cincinnati, Ohio 45275 (IICOMAIRII), and Nashville Eagle
Inc. d/b/a American Eagle, a Delaware corporation having offices
at 2 In.ternational Drive, Suite 900, Nashville, Tennessee 37217
("American Eagle") and Monroe County Board of County Commissioners
("Commissionll).
WHEREAS ::
ThE~ Commission is the proprietor of Key West International
Airport in Key West, Florida (IIAirportll).
COMAIR currently leases certain trailer facilities
(IIFacilities") at the Airport pursuant to a Lease Agreement for
dated November 1, 1989.
AmE~rican Eagle desires to take over COMAIR' s Facilities at the
Airport and, to assume all COMAIR's rights and obligations for the
Temporary Facilities under the Lease.
To the extent, if any, that the consent of the Commission may
be required for the validity of COMAIR' s assignment of their
Faciliti.es Leasehold interests to American Eagle, the Commission
desires to give such consent.
NOW, THEREFORE, in consideration of the premises and the
mutual obligations hereinafter set forth, the parties agree as
follows:
1. Assignment. As of the Effective Date described below,
COMAIR hereby assigns and grants to American Eagle all of COMAIR's
right, "title and interest in and to their current Facilities
Leasehold interest at the Airport leased under the Lease dated
November 1, 1989.
2. Acceptance. American Eagle hereby accepts the assignment
set fort:h above, and assumes full responsibility for performance
of all COMAIR's obligations arising under COMAIR's current Lease
for the Facilities from and after the Effective Date described
below, as fully as if the Lease had been between American Eagle and
the Commission.
COMAIR shall hold American Eagle harmless for any current or
future indebtedness, rents, and/or other liabilities or obligations
that pertain to the assignment of the COMAIR leased Facilities at
the AirplJrt prior to the date of the Assignment. COMAIR represents
that the:re are no outstanding rents, indebtedness, liabilities,
liens, and/or any obligations against COMAIR that relate to the
leased Facilities and that they are current in their rents for the
Facilities up to March 1st, 1991.
3. Consent and Release. To the extent, if any, that the
consent of the Commission may be required for the validity of the
assignm1ent set forth above the Commission hereby consents to, and
approve:s such assignments, and further, hereby fully releases and
discharges COMAIR of and from any liability for the Facilities
whatsoever arising under their current Leasehold from and after the
Effective Date described below; as fully as if the Lease had
terminated on the Effective Date.
4. Effective Date. This Assignment is effective from and
after t.he date COMAIR moves its operations to the now vacant
Eastern Airlines space located in the main terminal and subject to
the Comnission approving COMAIR's lease of the now vacant Eastern
Airlinel; space. Should this latter lease not be approved by the
Commission, this assignment will become null and void.
5. Miscellaneous. This Assignment is the sole expression of
the arrangements among the parties with respect to the matters
provided herein, and cannot be changed or terminated orally. There
are no representations or warranties by any party except as
specifically set for the herein.
IN WITNESS WHEREOF, the parties have caused this Assignment
to be executed as of the date first written above.
COMAIR, INC.
By:
By. .,~" 7/') .~'f-0;'/0.J
4!'__4-1- >. . .. ~_.' /- ___ ~
Its:
Monroe County Board of ~~ioners
~'\'_- r' \
By:
Its: Mayor /Chairman
(SEAL )
ATIEST : DANNY L. KOLHAGE, CLERK
BY:
Deputy
,1.'?1 "'1/