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Assignment, Assumption & Consent 01/21/2015 . • AMY HEAVILIN, CPA CLERK OF CIRCUIT COURT & COMPTROLLER , A MONROE COUNTY, FLORIDA DATE: January 27, 2015 TO: Don DeGraw, Director of Airports ATTN: Judy Layne, Senior Coordinator Airport Grants and Finance FROM: Lindsey Ballard, D. C g. At the January 21, 2015, Board of County Commissioner's meeting the Board gralnted approval and authorized execution of Items C9 Consent of Assignment of Lease from Island City Flying Service, Inc., to Piedmont Hawthorne Aviation, LLC d/b /a/ Landmark Aviation, a Delaware Limited Liability company. Enclosed is a duplicate originals executed on behalf of Monroe County, for your handling. Should you have any questions, please feel free to contact me. cc: County Attorney Finance File/ 500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305 -295 -3130 Fax: 305- 295 -3663 3117 Overseas Highway, Marathon, FL 33050 Phone: 305- 289 -6027 Fax: 305 - 289 -6025 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305- 852 -7146 LEASE ASSIGNMENT, ASSUMPTION AND CONSENT This LEASE ASSIGNM NT, ASSUMPTION AND CONSENT (the "Assignment ") is made and entered into as of d/ , 2015, by and between Island City Flying Services, Inc., a Florida core ation (" ssignor "), Piedmont Hawthorne Aviation, LLC d/b /a Landmark Aviation, a Delaware limited liability company ( "Assignee ") and the Board of County Commissioners of Monroe County, Florida ( "Landlord "). WITNESSETH: WHEREAS, Assignor and Landlord are all of the parties to the leases, amendments, modifications, addendums, and agreements set forth on Exhibit A (collectively, the "Leases "); and WHEREAS, Assignor desires by this instrument to assign all of its rights, interests and obligations under the Leases to Assignee, and Assignee desires to assume all of Assignor's liabilities and obligations under the Leases, and Landlord desires to consent to such assignment and assumption, all upon the terms and conditions set forth here; NOW, THEREFORE, for valid consideration the receipt and sufficiency of which is acknowledged, the parties agree as follows: 1. 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 manner all of Assignor's liabilities and obligations under the Leases, but only as arising or incurred on or after the date of this Assignment. 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 (o Assignee that: (i) Assignor and Landlord are all of the parties to each of the Leases; (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 not been further modified; (iv) Assignor has paid to Landlord all amounts due and payable under the Leases to date and has performed all non - monetary obligations under the Leases to date; (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; (vi) there are no present charges, liens or claims of offset 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 deposit 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 action exist; (x) the term of the Leases shall terminate July 31, 2036; (xi) the rent under the Leases currently is $12,958.75 per month, or $155,505.05 plus 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 the transaction between Assignor and Assignee closes. Thereafter, it shall be binding upon and shall inure to the benefit of Assignor, Assignee, Landlord, and their respective and permitted successors 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 constitute one agreement with the same effect as if the parties had signed the same signature page. [Signature Page Follows] 2 IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day and year first written above. 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( "Seller "), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, does grant, sell, assign, transfer and convey unto Piedmont Hawthorne Aviation, LLC ( "Purchaser "), all of Seller's right, title and interest in and to the Purchased Assets (as defined in that certain Asset Purchase and Sale Agreement among Seller and Purchaser, dated effective , 201_ (the "Purchase Agreement "), to have and to hold for its disposition. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Purchase Agreement. 1. Sale and Assignment of Purchased Assets. Subject to the terms and conditions set forth in the Purchase Agreement, Seller hereby sells, assigns, grants, conveys, transfers, sets over and delivers to Purchaser, and Purchaser hereby purchases and receives from Seller, good, valid and marketable title to the Purchased Assets. 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 any and all of Seller's rights with respect to the Purchased Assets 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, suits or proceedings in respect of any of the Purchased Assets hereby assigned and transferred or mutually intended by Seller and Purchaser so to be, that Purchaser, its successors and assigns, shall deem desirable. 3. Further Assistance. Seller covenants and agrees with Purchaser that Seller will, whenever and as often as reasonably required so to do by Purchaser, its successors and assigns, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, confirmations, powers of attorney and any instrument of further assurance as Purchaser may deem reasonably necessary or proper in order to complete, insure and perfect the conveyance and transfer to Purchaser, its successors and assigns, of all the right, title and interest 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 of conveyance, transfer and assignment relating to certain of the Purchased Assets, as may be necessary. No such additional 1 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 which shall be deemed an original, but all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Bill of Sale as of 201_. SELLER By: Name: Title: PURCHASER By: Name: Title: 2 BOARD OF COUNTY COMMISSIONERS �/� Mayor Danny L. Kolhage, District 1 County of Monroe t Mayor Pro Tem Heather Carruthers, District 3 The Florida. Keys George Neugent, District 2 David Rice, District 4 Sylvia J. Murphy, District 5 Robert B. Shillinger, County Attorney ** Office of the County Attorney Pedro J. Mercado, Assistant County Attorney ** 1111 12 Street, Suite 408 Natileene W. Cassel, Assistant County Attorney ** Key West, FL 33040 Cynthia L. Hall, Assistant County Attorney ** (305) 292 -3470 — Phone Christine Limbert- Barrows, Assistant County Attorney ** (305) 292 -3516 — Fax Derek V. Howard, Assistant County Attorney ** Lisa Granger, Assistant County Attorney Steven T. Williams, Assistant County Attorney Peter H. Morris, Assistant County Attorney Chris Ambrosio, Assistant County Attorney ** Board Certified in City, County & Local Govt. Law MEMORANDUM TO: Lindsey Ballard, Deputy Clerk FROM: Kathy M. Peters, CP, County Attorney's Office RE: AGENDA ITEM C -9: BOCC Meeting 1/21/15 DATE: January 23, 2015 Enclosed please find the documents received by this office for transmittal to the Clerk for processing o that correlate with the above - referenced agenda items approved by the Monroe County Board of County Commissioners on Deeember* 2014. ° 3Th' 1 C. BULK APPROVALS — CONTINUED 9. Approval of Consent of Assignment of Lease from Island City Flying Service, Inc., to Piedmont Hawthorne Aviation, LLC d/b /a/ Landmark Aviation, a Delaware Limited Liability company. KMP: Enclosures u(I 2b •15 )