Item C9Will
ol Fo It oi Assignment 01 Lease trom s an ity F lying
Service, Inc., to Piedmont Hawthorne Aviation, LLC d/b/a/ Landmark Aviation, a Delaware Limited
Liability company.
ITEM BACKGROUND: Paul DePoo, president of Island city Flying Service, Inc. (ICFS) has
completed negotiations for the sale of the ICFS FBO. The new business entity, Landmark Aviation is a
corporate FBO with locations throughout the United States and overseas. Staff met with all of the
principles to the sale including David Barries, Vice President of Landmark Aviation, and have no
objection to the assignment of the lease. The parties are scheduled to close on or before January 3 1 "
2015 and have provided •
the county with a copy of the Bill of Sale (attached). The Consent of
Assignment shall be effective upon the closing of the sale.
PREVIOUS RELEVANT BOCC ACTION:
None
CONTRACT/AGREEMENT CHANGES:
N/A
. . . . ............. .
STAFF RECOMMENDATIONS:
Approval
13UDGETED: Yes XX No
COST TO COUNTY:
REVENUE ® Yes XX No AMOUNT PER MONTH J12,5 8.75
A Year $155,505.05 Dlus fuel flowagg-fees
APPROVED ® County Aft 20 A/Purchlal-mg V Risk Management ktll
INISPOSITION:—,— AGENDA
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This LEASE ASSIGNMENT, ASSUMPTION AND CONSENT (the "Assignme ') is
made and entered into as of 9 2015, by and between Island City Flying
Services, Inc., a • •#• ("Assigno "), Piedmont • Aviation, LLC i•
Aviation a Delaware limited liabili'l �i i, "Assi iee"T, and the Board of Coun4&
Commissioners of Monroe County, Florida ("Landlord).
WITNESSETH:
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WHEREAS, Assignor desires by this instrument to assign all of its rights, interests and
,jibligations under the Leases to Assignee, and Assignee desires to assume all of Assignor's
liabilities and obligations under the Leases, and Landlord desires to • to such assignment
.?.nd assumption, all upon the terms and conditions set forth here;
1101V, THEREFORE, for valid consideration the receipt and sufficiency of which is
acknowledged, the parties agree as follows:
I . Assignment. Assignor hereby assigns, transfers and conveys unto Assignee all of
Assignor's rights and interests under the Leases, and hereby assigns, transfers and conveys unto
Assignee all of Assignor's obligations and liabilities under the Leases, but only those arising or
incurred on or after the date of this Assignment.
2. Assumption. Assignee hereby assumes and agrees to pay, discharge and perform
in a full and timely marinc r all of Assi nor's liabilities and obli atiovs aw er Vie Leases- but oTt1v
3. Consent. Landlord hereby consents to the foregoing assignment and assumption—,
and releases Assignor from any liability or obligation under the Leases arising or incurred on or
after the date of this Assignment. Landlord also hereby acknowledges and confirms to Assignee
th;wzt:
(ii) the Leases represent the entire understanding of the parties with respect to
the matters that are the subject thereof, and have not been amended or otherwise
modified;
(iii) the Leases are in full force and effect in accordance with their terms, which
terms have • been further modified;
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(v) to Landlord's knowledge, no defaults on behalf of either Assignor or
Landlord have occurred and are continuing under the Leases, nor have any events
occurred which with the giving of notice, the passage of time or both would
constitute defaults under the Leases;
(vii) the address for notices to be sent to Landlord is as expressly set forth in the
Leases;
(viii) no sums have been deposited with Landlord other than the security deposij
as expressly set forth, as applicable, in the Leases;
(ix) Landlord has no cause of action against Assignor arising out of any of the
Leases, nor to the best of Landlord's knowledge does the basis for any cause of
?ction exist;
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(xi) the rent under the Leases currently is $12,958.75 per month, or $155,505.05
r•,lus the applicable sales tax annually;
(xii) there are no additional capital expenditures other than those expressly stated
in the Leases.
4. Full Force and Effect. The Leases shall continue in full force and effect and the
Leases are ratified. In the event of a conflict between the terms of the Leases and this Assignment,
this Assignment shall prevail.
5. Binding Effect. This Assignment shall not be effective unless and until th@
transaction between Assignor and Assignee closes. Thereafter, it shall be binding upon and shall
inure to the benefit of Assignor, Assi nee- Landlord- and their re-sla
and assigns.
6. Counterparts. This Assignment may be executed in any number of counterparts,
each of which shall be deemed an original and all of which counterparts together shall constitutt;
one agreement with the same effect as if the parties had signed the same signature page.
IN
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the
-iay and year first written above.
Piedmont Hawthorne Aviation, LLC Jb/a
Landmark Aviation
..... . .. . ...
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aviation services and support for general aviation customers
— FBO: provide aircraft fueling, hangar rental, customer and pilot services and other location -based services
— • 11 maintenance, -• & overhaul centers in the U.S.
— Aircraft Management & Charter: one of the leading charter operators in the country with over 75 aircraft under
management
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— • locations have •-- acquired • won through competitive RFP processes since 2009
— Have invested —$100 million to design, construct and/or upgrade FBO facilities over the past ten years
— •.: experience managing •' events such as Super Bowls, •- Inaugurations, NASCAR, film festival
etc. and the needs of sports teams at the professional and collegiate level across the company
— Management works tirelessly to ensure positive relationships with airport sponsors and has never lost a lease
IN,
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75 (59—US, 3—CAN, 13 EU M)
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FBO Services — 90%
Complimentary Services —10%
>100MM gallons
>500MM gallons
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fLandrnM FBO L=atbrm,
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Hawaiian islands
trademark(1) Includes eight locations in France operated by third party under s agreements as we# as three newly acquired locations
(2) Defined as total revenue less fuel cost of revenue
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W Several faces are designated as
authorized service ceiters for various
Landmark provides warranty airframe and
powerplant maintenance and repair
Also provides avionics repair and
turboprop and light jet aircraft
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Leading Aircraft Management & ChaULANDMARK
A V I A T 1 0 N
Landmark is a leading aircraft management & charter company managing over 75 aircraft and
flying over 10,000 charter hours annually
suite of management services (across all aircraft classes), including 6 la carte and one-tim,-.
offerings, to meet the needs of a wide range of customers
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Landmark has invested significant capital in its FBO network, improving customer satisfaction an
increasing its market share (over $45mm in the past year alone) i
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Paris, France
Greensboro,
n Diego, CA
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Appendix: The L. •LANDMARK02 4 V I A T 1 0 N
Island City Flying Services, Inc. ("aeller"), for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, does grant, sell, assign, transfer and convey
unto Piedmont Hawth• of and interest in
Purchaser,and to the Purchased Assets (as defined in that certain Asset Purchase and Sale Agreement
among Seller and dated effective"Purchase- to
have # • • i # disposition. Capitalized - -r but • defined+ ascribed to such terms in the Purchase Agreement.
Subject# conditions set
forth in the r _..
and delivers to Purchaser, and Purchaser hereby purchases and receives from Seller, good, valid
and marketable title to tke Purc4asedAssets.
2. Power of Attorney. Seller hereby constitutes and appoints Purchaser, its
successors and assigns, its true and lawful attorney, with full power of substitution to demand
and receive from time to time ang and all of Seller's ri "b,
hereby conveyed, transferred, assigned and delivered or intended so to be; from time to time to
institute and prosecute, for the benefit of Purchaser, any and all proceedings at law, in equity or
otherwise, which Purchaser, its successors and assigns, may deem proper to collect, assert or
enforce any claim, title, right, debt or account hereby transferred and assigned or mutually
intended by Seller and Purchaser so to be; and to defend and compromise, any and all actions,
mutually intended by Seller and Purchaser so to be, that Purchaser, its successors and assigns,
' ## desira#
3. Further Assistance. Seller covenants and agrees with Purchaser that Seller will,
whenever and as often as reasona1ply re
execute, acknowledge and deliver any and all such other # further acts,deeds, #aassignments,
a
# • # • # . • # 4o � r
may deem reasonably necessary or proper in order to complete, insure and perfect the
of Seller in and to any and all of the Purchased Assets conveyed, transferred, assigned and
delivered or mutually intended by Seller and Purchaser so to be.
4. Third Parties. This Bill of Sale shall bind and inure to the benefit of Seller and
Purchaser and their respective successors and assigns. Nothing in this Bill of Sale express or
implied, is intended or shall be construed to confer upon, or give to, any person, firm or
corporation other than the parties hereto and their respective successors or assigns, any remedy
or claim under or by reason of this Bill of Sale or any terms, covenant or condition hereof, and
all the terms, covenants and conditions, promises and agreements contained in this Bill of Sale
shall be for the sole and exclusive benefit of the parties and their successors and assigns.
5. Additional Instruments. In conjunction with the execution and delivery of this
Bill of Sale, Seller may execute and deliver additional instruments ofconveyance,
instrument of conveyance, transfer or assignment shall limit the scope and effect of this Bill of
Sale.
6. Applicable Law. This Bill of Sale shall be governed by and construed in
accordance with the internal laws of the State of Florida, without regard to any conflict of laws
provisions that would require the application of the law of any other jurisdiction.
This Bill of Sale may be executed by facsimile signature and in any number of
counterparts, each of wl-iich shall be deemed an original, but all of which together will constitute
tne and the same instrument.
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By: . ...............
Name:
Title:
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