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EXHIBIT 10.17
AIR SOUTH, INC.
NON-SIGNATORY AIRLINE
USE AND LEASE AGREEMENT
JACKSONVILLE INTERNATIONAL AIRPORT
PROPERTIES DEPARTMENT
September 7, 1994
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AIR SOUTH, INC.
NON-SIGNATORY AIRLINE
USE AND LEASE AGREEMENT
JACKSONVILLE INTERNATIONAL AIRPORT
THIS NON-SIGNATORY AIRLINE USE AND LEASE AGREEMENT ("Agreement") is made
and entered into this _______ day of _______________, 1994, by and between the
Jacksonville Port Authority, a body politic and corporate, existing under the
Laws of the State of Florida, as amended, hereinafter referred to as the
"AUTHORITY" and Air South, Inc., a corporation organized and existing under the
Laws of the State of South Carolina and qualified to do business in the State
of Florida, (d/b/a Air South Airlines, Inc.) hereinafter referred to as
"AIRLINE".
WITNESSETH:
WHEREAS, AUTHORITY is the owner and operator of an airport facility
known as Jacksonville International Airport, located in ▇▇▇▇▇ County, State of
Florida, hereinafter referred to as the "Airport" and
WHEREAS, AIRLINE is engaged in the business of air transportation of
persons, property and mail, and desires to obtain certain rights, services and
privileges in connection with the use of the Airport and its facilities and the
AUTHORITY is willing to grant the same to AIRLINE upon the terms and conditions
hereinafter stated.
NOW, THEREFORE, for and in consideration of these mutual covenants and
agreements herein contained, AUTHORITY and AIRLINE do hereby mutually agree,
each for itself, as follows:
ARTICLE I
DEFINITIONS
The following words, terms and phrases wherever used in this Agreement shall,
for the purposes of this Agreement, have the following meanings:
1.01 AOA - means the Air Operations Area.
1.02 Air Transportation Company - means a company engaged in the business
of scheduled or non-scheduled commercial air transportation of person, property
or mail.
1.03 Air Transportation System - means the system operated by AIRLINE for
the commercial transportation by air of persons, property and mail.
1.04 Aircraft Parking Position - means those parts of the Ramp Area
immediately adjacent to the Terminal that are used for the
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parking of aircraft and support vehicles and loading and unloading of
passengers and cargo.
1.05 Airport System - means the Airports and all other airport facilities
existing and acquired or constructed in the future by AUTHORITY.
1.06 Commuter Apron - means those parts of the Ramp Area immediately
adjacent to the Commuter Operating Area that are used for the parking of
aircraft and support vehicles, and loading and unloading of passengers and
cargo.
1.07 Commuter Operating Area - means that part of the Terminal that is
designated by the AUTHORITY for use by airlines.
1.08 Deplaned Passenger - means any revenue passenger disembarking at the
Terminal, including any such passenger who subsequently boards another aircraft
of the same or a different Air Transportation Company.
1.09 Director - means the Director of Aviation as appointed by AUTHORITY
and includes such person or persons as may from time to time be authorized in
writing by AUTHORITY or by the Director to act for the Director with respect to
any or all matters pertaining to this Agreement.
1.10 Enplaned Passenger - means any revenue passenger boarding at the
Terminal, including any such passenger that previously disembarked from another
aircraft of the same or a different Air Transportation Company.
1.11 FAA - means the Federal Aviation Administration, or its authorized
successor(s).
1.12 Fiscal Year - means the annual accounting period of AUTHORITY which,
at the time of entering into this Agreement, is the period of twelve
consecutive months ending the last day of September and beginning the 1st day
of October.
1.13 Joint Use Premises - means those Terminal areas which may be assigned
for use to two or more Scheduled Air Carriers.
1.14 Landing Area - means those portions of the Airport provided for the
landing, taking-off and taxiing of aircraft, including without limitation,
approach and turning zones, avigation or other easements, runways, taxiways,
runway and taxiway lights, and other appurtenances in connection therewith.
1.15 Maximum Gross Landing Weight - means the maximum gross certification
landing weight in one thousand pound units as stated in Airline's Flight
Operations Manual at which each aircraft operated at the Airport by AIRLINE is
certified by the FAA.
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1.16 Monthly Activity Report - means the written report to be provided by
the AIRLINE to the AUTHORITY no later than five (5) business days after the end
of each month, on forms provided by AUTHORITY, for activity conducted by
AIRLINE during said month.
1.17 Premises - means those areas assigned to AIRLINE as exclusive use,
preferential use, and joint use premises, as defined herein.
1.18 Non-Revenue Landing - means any aircraft landing by AIRLINE at the
Airport for which Airline receives no revenue, for which said landing was not
published in the Official Airlines Guide. Such non-revenue landings include
irregular and occasional ferry, emergency, test, courtesy, inspection, or
training landings.
1.19 Ramp Area - means the aircraft parking and maneuvering areas adjacent
to the Terminal, and includes within its boundaries all Aircraft Parking
Positions.
1.20 Revenue Landing - means any aircraft landing by AIRLINE at the Airport
for which AIRLINE receives revenue; provided, however, a revenue landing shall
not include any landing of an aircraft which, after having taken off from the
Airport and without making a landing at any other airport, returns to land at
the Airport because of meteorological conditions, mechanical or operating
causes, or any other reason of emergency or precaution.
1.21 Scheduled Air Carrier - means any Air Transportation Company
performing or desiring to perform, pursuant to published schedules,
non-seasonal commercial air transportation services over specified routes to
and from the Airport and holding the necessary AUTHORITY from the appropriate
federal or state agencies to provide such transportation.
1.22 Terminal - means the buildings, structures and facilities for
providing ticketing, dispatching, loading and unloading aircraft of passenger
and cargo.
ARTICLE II
TERM
The term of this Agreement shall commence on October 1, 1994, and continue on a
month to month basis until terminated by either party. Notice of termination
must be given to the other party in writing no less than fifteen (15) days
prior to the end of the calendar month.
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ARTICLE III
LEASED PREMISES
AIRLINE shall lease areas as defined on Exhibit A, attached hereto and by
reference made a part thereof, hereinafter known as Premises.
ARTICLE IV
FEES AND CHARGES
4.01 Terminal Space
AIRLINE shall be responsible for all airport charges at the nonsignatory rate
as identified on Exhibit B attached hereto and by reference made a part
thereof.
4.02 Additional Fees and Charges
A. Remain Over Night (▇▇▇) Fees: AIRLINE shall pay a Remain Over
Night (▇▇▇) fee of $50.00 per ▇▇▇ for each aircraft parked over night on ramp
not leased by AIRLINE as preferential space.
B. Utilities: Utility fees, which shall not include any charge or
toll for telephone usage, are included in the rental rate.
C. Taxes and Other Governmental Charges: AIRLINE shall pay all
taxes that may be levied, assessed or charged upon AIRLINE and shall obtain,
maintain and pay for all licenses and permits required by law for the conduct
of its business at the Airport.
AIRLINE and AUTHORITY agree that rentals established herein are rentals and
fees in effect at execution of this Agreement and that charges for other
utilizations and services provided by the Airport will constitute additional
rentals and fees.
4.03 Adjustment of Rates
Airport fees and charges shall be reviewed annually and shall
be subject to change without formal amendment to this Agreement on October 1 of
each calendar year.
ARTICLE V
REPORTING AND PAYMENT
5.01 Reporting
A. AIRLINE shall furnish to the AUTHORITY, within five (5) days
from the end of each month, a Monthly Activity Report on forms provided by the
AUTHORITY for operations conducted by AIRLINE during the preceding month.
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B. In the event AIRLINE fails to submit its Monthly Activity
Reports as required in Section 5.02, AUTHORITY will estimate the rent, fees and
charges based upon one hundred twenty-five percent (125%) of the highest
monthly activity reported by AIRLINE in the preceding twelve (12) months and
issue an invoice to AIRLINE for same. If no activity data is available,
AUTHORITY will reasonably estimate such activity and invoice AIRLINE for same.
AIRLINE will be liable for any deficiencies in payments based on estimates made
under this provision. If such estimate results in an overpayment by AIRLINE,
AUTHORITY will remit such overpayment to AIRLINE. AIRLINE will further be
liable for all reasonable fees paid by AUTHORITY to audit AIRLINE's books and
to collect fees and charges due AUTHORITY.
5.02 Payment
A. Exclusive Use and Preferential Use: Rentals for AIRLINE'S
Exclusive Use and Preferential Use shall be due in advance, without demand or
invoice, on the first day of each month. Said rentals and charges shall be
deemed delinquent if payment is not received by the fifth working day of the
month.
B. Landing Fees, Joint Use Fees, and Passenger Screening Fees:
Payment for Landing Fees, Joint Use Fees, and Passenger Screening Fees, shall
be due as of the date of AUTHORITY'S invoice and shall be deemed delinquent if
not received within thirty (30) days of the date of such invoice.
C. Passenger Facility Charges (PFC): Payment of PFCs, less
administrative charges, shall be remitted to the AUTHORITY by the last day for
the previous month's PFCs.
D. All Other Charges: All other charges shall be due as of the
date of AUTHORITY'S invoice and shall be deemed delinquent if payment is not
received within thirty (30) days of the date of such invoice.
E. Remittance: Reports and payments shall be remitted to:
Corporate Services
Jacksonville Port Authority
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
with copy of reports to operations Department.
5.03 General
A. The acceptance by AUTHORITY of total or partial payment by
AIRLINE will not preclude AUTHORITY from reviewing the accuracy of AIRLINE'S
reports submitted to AUTHORITY and performing appropriate changes to previous
invoices.
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B. AUTHORITY will provide timely notice of any and all payment
delinquencies; provided, however, interest at the rate of one and one-half
percent (1-1/2%) per month shall accrue against any and all delinquent payments
from the date due until the date payments are received by AUTHORITY. However,
this provision does not preclude AUTHORITY from terminating this Agreement as
provided for herein for default in the payment of rentals, fees or charges, or
from enforcing any other provisions contained herein or provided by law.
C. In the event AIRLINE'S obligations with respect to the
Agreement commence or terminate on any date other than the first or last day of
the month, AIRLINE'S rentals, fees, and charges will be prorated on the basis
of the number of days such premises, facilities, rights, licensees, services,
or privileges were enjoyed during that month.
ARTICLE VI
PERFORMANCE BOND
AIRLINE shall, upon execution of this Agreement, deliver to the AUTHORITY
a Performance Bond in the form of a Surety Bond, a Certificate of Deposit, a
non-cancelable certified check or cashier's check, in the amount of
$150,000.00, to serve as a guarantee and security for the performance by the
AIRLINE of all terms, conditions, covenants and agreements herein contained and
to be kept and performed by AIRLINE as well as security for fees and charges;
to indemnify the AUTHORITY against any damages to the said premises both real
and personal sustained by the AUTHORITY or for any action of breach of default
in the Agreement. The Bond, if not cash deposit, will be issued for the full
term of this Agreement by a company licensed to do business in the State of
Florida, with an A.M. Best rating of A+ or better and in such form as is
acceptable to AUTHORITY.
ARTICLE VII
INDEMNIFICATION AND INSURANCE
7.01 Indemnification
A. AIRLINE shall indemnify, hold harmless and defend AUTHORITY,
its officials, agents and employees, its successors and assigns, individually
or collectively, from and against any claims, action, loss, damage, injury,
liability, cost and expense whatsoever, of any kind or nature (including, but
not limited to, attorneys' fees, court costs, and expert fees) based upon
injury to persons, including death, or damage to property arising out of,
resulting from, or incident to this Agreement, and/or in conjunction with
AIRLINE'S use and occupancy of the Premises or use of the Airport, unless
occasioned by the sole negligence of AUTHORITY. No member, officer, agent,
director, or employee of AUTHORITY/AIRLINE shall be charged personally or held
contractually
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liable by or to the other party under the terms or provisions of this Agreement
or because of any breach thereof or because of its or their execution or
attempted execution.
B. AIRLINE shall indemnify, save, hold harmless and defend
AUTHORITY, its agents and employees, its successors and assigns, individually
or collectively, from and against any liability for any claims and actions and
all expenses incidental to the investigation and defense thereof, in any way
arising from or based upon the violation of any federal, state, or municipal
laws, statutes, ordinances, or regulations, by AIRLINE, its agents, employees,
licensees, successors and assigns, or those under its control.
7.02 Insurance
A. Without limiting AIRLINE'S obligation to indemnify AUTHORITY,
as provided under this Article, AIRLINE shall provide, pay for and maintain in
force at all times during the term of this Agreement, a policy of Comprehensive
General Liability Insurance to protect against bodily injury liability and
property damage to include fire, in an aggregate amount of not less than One
Hundred Million Dollars and No/100 ($100,000,000.00); Statutory Worker's
Compensation Insurance; and any other policies of insurance required by
AUTHORITY.
B. AIRLINE must name and endorse the AUTHORITY as an
additional insured on the above policies. A certificate or certificates
evidencing all such insurance must be provided to the AUTHORITY upon
commencement of this Agreement. All insurance must be carried with companies
authorized to transact business in the State of Florida, and which are approved
by the AUTHORITY. If, at any time, any of the carriers issuing such insurance
become disqualified to operate in the State of Florida, the AIRLINE must
promptly obtain a satisfactory policy in replacement. Such insurance shall not
be changed or canceled without thirty (30) days prior written notice to
AUTHORITY.
C. Protection against loss by any casualty to the equipment or
property of AIRLINE shall not at any time be an obligation to the AUTHORITY.
D. The insurance specified above shall, either by provisions in
the policies, or by special endorsements attached thereto, insure AUTHORITY
against the risks to which it is exposed as the owner of the premises, and
except for Worker's Compensation and Employer's Liability coverage, shall
include AUTHORITY and all of its officers, employees and agents as stipulated
that no insurance held by AUTHORITY will be called on to contribute to a loss
of coverage thereunder. AUTHORITY has no liability for any premiums charged
for such coverage, and the inclusion of AUTHORITY as an additional insured is
not intended to, and shall not make AUTHORITY a partner or joint venturer with
AIRLINE in AIRLINE'S services at the Airport. Such policies, subject to
approval by AUTHORITY, shall also insure AIRLINE against the risks to which it
is exposed
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as the AIRLINE authorized under this Agreement, and shall be for full coverage
without any deductibles and/or retentions and shall contain provisions on the
part of the respective insurers waiving the right of such insurers to
subrogation.
E. AUTHORITY reserves the right to review the insurance provision
stated herein as to the amount of coverage, new types of insurance and new
terms (such as combined single limit coverage). If such review indicates that
AIRLINE'S insurance coverage is below the recommended minimums of the Airport
Association Council International (AACI), or the American Association of
Airport Executives (AAAE), the AUTHORITY reserves the right to unilaterally
modify the insurance coverage required under this contract.
ARTICLE VIII
ENVIRONMENTAL COMPLIANCE
8.01 Compliance with the Law
AIRLINE shall comply with and shall cause its officers, employees
and any other persons over whom it has control to comply with any and all
municipal, state and federal laws, ordinances, and rules and regulations,
including but not limited to those adopted, implemented or enforced by the
Occupational Safety and Health Administration, Environmental Protection Agency,
Department of Environmental Regulation, Department of Natural Resources,
Department of Transportation, Department of Agriculture, and U.S. Customs; and
AIRLINE will be held responsible for any violation of same.
8.02 Responsibility for Environmental Damage
AIRLINE'S responsibilities shall include, but not be limited to,
investigative, cleanup or restoration costs of any spill or leakage of any
substance used or handled by AIRLINE in its operation on the Premises.
8.03 Permits and Licenses
AIRLINE shall be responsible for obtaining all permits and/or
licenses from any of the above described agencies as may be necessary for it to
perform the operation contemplated herein, and maintain said permits and/or
licenses throughout the entire term of this Agreement.
8.04 Fines or Penalties
AIRLINE shall hold harmless and reimburse AUTHORITY for any fine or
penalty imposed as a result of AIRLINE'S failure to comply with any law,
ordinance, rule or regulation.
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ARTICLE IX
USE OF THE AIRPORT AND RELATED FACILITIES
9.01 Airline's Rights and Privileges
In addition to all rights granted elsewhere in this Agreement, AIRLINE has the
right to use, in common with others so authorized, areas, facilities, equipment
and improvements of the Airport for the operation of AIRLINE'S operation and
all activities reasonably necessary to such operations, including but not
limited to:
A. The landing, taking off, flying over, taxiing, towing,
parking, loading and unloading, conditioning and servicing of AIRLINE'S
aircraft and, in areas designated by AUTHORITY, the extended parking,
servicing, loading or unloading, storage or maintenance of AIRLINE'S aircraft
and support equipment.
B. Ingress to and egress from the Airport for passengers, guests,
employees, patrons, invitees, suppliers of materials, furnishers of services,
aircraft, equipment, vehicles, machinery and other property. Such right of
ingress and egress shall include access to non-public roadways on the Airport
that are necessary to the operation of AIRLINE'S air transportation system,
for AIRLINE'S employees, suppliers of materials, and furnishers of services.
However, the use of such non-public roadways is subject to the rules and
regulations established by AUTHORITY.
9.02 Airline's Obligations
A. AIRLINE must maintain operation areas in a safe and neat
condition at all times and shall not permit the accumulation of any trash,
garbage or debris in operation areas or around any building and shall provide
proper containers for disposal of trash and garbage.
B. Should AIRLINE fail to keep its cleaning and maintenance
obligations hereunder and such failure continues for more than ten (10) days
after receipt of written notice from AUTHORITY to AIRLINE, AUTHORITY shall
have the right to perform such cleaning and maintenance activities. If such
right is exercised, AIRLINE shall pay to AUTHORITY, upon receipt of invoice,
the cost of such services plus twenty-five percent (25%) overhead.
C. AIRLINE is be responsible for the removal to the extent
reasonably practicable, of any accumulation of oil and grease on the aircraft
apron and parking positions caused by AIRLINE'S business.
D. AIRLINE may not store any flammable material, such as
gasoline, paint solvents, degreasing and/or similar combustibles on the
operation areas.
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E. AIRLINE shall accept Premises "as is" except as noted and
approved by AUTHORITY during a pre-rental inspection. AIRLINE shall accept
responsibility for general cleanup, painting, etc., as per AIRLINE'S personal
specifications.
F. AIRLINE shall provide and maintain, at its expense, fire
extinguishers in such locations in or on the Premises as required by the City
of Jacksonville.
9.03 Authority's Obligations
A. AUTHORITY shall use its best efforts to keep the Airport and
its aerial approaches free from obstruction and interference for the safe and
proper use thereof by AIRLINE.
B. AUTHORITY shall develop, maintain and operate the Airport in
all respects in the manner comparable to United States airports of
substantially similar size, use and activity.
C. AUTHORITY shall not be liable to AIRLINE for temporary failure
to furnish any services to be provided in accordance with this Agreement when
due to mechanical breakdown or any other cause beyond the reasonable control of
AUTHORITY.
9.04 Exclusions and Reservations
A. AUTHORITY may prohibit the use of the landing area by any
aircraft operated or controlled by AIRLINE which exceeds the design strength or
capability of the landing area as described in the current FAA-approved Airport
Layout Plan (ALP) or other engineering evaluations performed subsequent to the
then current ALP.
B. Training and testing shall be incidental to the use of the
Airport in the operations by AIRLINE and shall not unreasonably hamper or
interfere with the use of the Airport and its facilities by others entitled to
use of the same.
C. AIRLINE shall promptly remove any of its disabled aircraft
from the landing area and ramp area, shall place any such disabled aircraft
only in such storage areas as may be designated by the DIRECTOR and may store
such disabled aircraft only upon such terms and conditions as may be
established by AUTHORITY. In the event AIRLINE shall fail to remove any of its
disabled aircraft as expeditiously as possible, AUTHORITY may, but shall not be
obligated to, cause the removal of such disabled aircraft and shall charge
AIRLINE the costs incurred in such removal plus 25% overhead.
D. No services will be permitted by AIRLINE in the ramp loading
and unloading area, other than those incidental to the immediate preparation of
aircraft for departure and after arrival, such services to include: loading and
unloading of passengers, baggage and supplies, fueling, inspection and interior
cleaning. Minor and emergency maintenance service may be performed only when
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it can be performed within the time permitted by the rules and regulations of
AUTHORITY relating to the use of ramp loading and unloading areas.
E. AIRLINE shall not interfere or permit interference with the
effectiveness or accessibility of the drainage, sewerage, water,
communications, or fire protection systems or any other part of the utility,
electrical, or other systems installed or located from time to time at the
Airport.
F. AIRLINE shall not knowingly do or permit to be done anything,
either by act or failure to act, that shall cause the cancellation or violation
of the provisions, or any part thereof, of any policy of insurance for the
Airport, or that shall cause a hazardous condition so as to increase the risks
normally attendant upon operations permitted by this Agreement. If such
AIRLINE acts or failure to act shall cause cancellation of any policy, then
AIRLINE shall immediately, upon written notification by AUTHORITY, do whatever
shall be reasonably necessary to cause reinstatement of said insurance.
Furthermore, if AIRLINE shall do or permit to be done any act not permitted
under this Agreement or fail to do any act required under this Agreement which
causes an increase in the insurance premiums, AIRLINE shall immediately, upon
notice from AUTHORITY, remedy such actions and pay the increase in premiums.
G. AIRLINE shall not be permitted to erect, construct or attach
company logo, or emblem, or sign of any type or nature in the passenger loading
gate and waiting area, or aircraft operations ramp without first obtaining the
written permission of the Director.
H. The rights and privileges granted pursuant to this Article IX
are subject to any and all reasonable rules and regulations established by
AUTHORITY. AUTHORITY reserves the right to change any rules or regulations for
any persons or companies conducting a business at the Airport.
I. AUTHORITY reserves the right to establish rules and
regulations governing access of the general public, including AIRLINE's
customers, to public areas in the Terminal.
J. AUTHORITY reserves the right, from time to time, temporarily
or permanently, to restrict the use of any roadway and other areas at the
Airport. In the event of such restrictions, AUTHORITY shall ensure the
availability of a reasonably equivalent means of ingress and egress.
K. The rights and privileges granted pursuant to this Article
VIII shall not be exercised in such a way as to interfere with or adversely
affect the use, operation, maintenance or development of the Airport.
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L. Any and all rights and privileges not specifically granted to
AIRLINE pursuant to this Agreement are hereby reserved for and to AUTHORITY.
ARTICLE X
ASSIGNMENT, SUBLETTING AND HANDLING AGREEMENTS
10.01 Assignment and Subletting by Airline.
AIRLINE shall not Assign or transfer any of the rights granted in this
Agreement nor shall AIRLINE sublet or otherwise transfer any interest in or to
the Premises without the written consent of the AUTHORITY; provided, however,
that AIRLINE shall first offer such Premises intended for sublet or transfer to
the AUTHORITY for its use or reassignment to others.
10.02 Handling Agreement
A. In the event AIRLINE desires to handle operation of another
air transportation company, AIRLINE shall submit details of the proposed
agreement to the AUTHORITY and obtain written approval from the AUTHORITY prior
to execution of said agreement.
B. In the event that AIRLINE desires to contract with independent
companies to perform various specified services for AIRLINE's operation on
Airport property, AIRLINE shall submit details of proposed operations to
AUTHORITY prior to initiation of such operations. AUTHORITY will then prepare
an operating agreement between AUTHORITY and subcontractor.
C. If AIRLINE subcontracts without prior approval of AUTHORITY,
AIRLINE shall be held responsible for any reports and corresponding fees due
AUTHORITY from subcontractor. The imposing
of responsibility on AIRLINE in no way signifies approval of subcontractor by
AUTHORITY.
ARTICLE XI
SECURITY
11.01 AIRLINE, its employees, agents and representatives shall comply with
security measures contained in the Airport Master Security Plan as approved by
the FAA and the requirements of FAA, Vol. VI, Part 107, as amended. If
AIRLINE, its employees, agents and representatives fail or refuse to comply
with said measures and such non-compliance results in a monetary penalty being
assessed against AUTHORITY, AIRLINE shall be held responsible and shall
reimburse AUTHORITY in the full amount of any such monetary penalty.
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11.02 Each employee of AIRLINE shall purchase an identification card issued
by AUTHORITY. Identification cards must be worn at all times by the employees
while they are in the Air Operations Area.
ARTICLE XII
SURRENDER OF AIRLINE'S PREMISES
12.01 Surrender and Delivery
Upon termination of this Agreement by lapse of time or otherwise, as
provided herein, or as otherwise agreed to by AUTHORITY and AIRLINE, AIRLINE
shall restore its premises to as good and fit condition and promptly and
peaceably surrender to AUTHORITY its premises and all improvements thereon to
which AUTHORITY is entitled.
12.02 Removal of Property
AIRLINE has the right at any time during the term of this Agreement to
remove from the Airport AIRLINE's tools, equipment, trade fixtures, and other
personal property, title to which shall remain with AIRLINE, unless otherwise
set forth in this Agreement, and shall remove such tools, equipment, trade
fixtures, and other personal property within f if teen (15) days following
termination of this Agreement, whether by expiration of time or otherwise, as
provided herein, subject to any valid lien which AUTHORITY may have thereon for
unpaid fees and charges. AIRLINE shall not abandon any portion of its property
without the written consent of AUTHORITY. Any and all property not removed by
AIRLINE within fifteen (15) days following the date of termination of this
Agreement shall, at the option of AUTHORITY, become the property of AUTHORITY
at no cost to AUTHORITY. Except as may be agreed to otherwise by AUTHORITY and
AIRLINE, all AUTHORITY property damaged by or as a result of the removal of
AIRLINE's property shall be restored by AIRLINE to the condition existing
before such damage at AIRLINE's expense.
ARTICLE XIII
RELOCATION AND IMPROVEMENTS OF FACILITIES
13.01 Relocation
AUTHORITY reserves the right, at any time during the term of this Agreement, to
designate, assign or relocate AIRLINE to another location or to a facility that
may be constructed or remodeled to serve the same activity.
13.02 Access to Premises
AUTHORITY may, at any time, close, relocate, reconstruct, change, alter or
modify all presently designated means of access, either temporarily or
permanently; provided, however, that reasonably
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convenient and adequate alternative means of access is made available to
AIRLINE.
ARTICLE XIV
STRUCTURAL ALTERATIONS AND IMPROVEMENTS
14.01 AIRLINE may construct and install, at its sole expense, improvements
in its exclusive leased areas, provided, however, that the plans and
specifications, location and construction schedule for such improvements shall
be approved by the Director prior to commencement of any construction.
14.02 AIRLINE shall not install permanent fixtures or construct in the
Premises without first obtaining the written approval of AUTHORITY.
14.03 Prior to the commencement of any such improvements, AIRLINE shall
obtain (1) a contract surety bond in a sum equal to the full amount of the
construction contract awarded by AIRLINE for the improvements. Said bond shall
be drawn in a form and from such company as approved by AUTHORITY, shall
guarantee the faithful performance of necessary construction and completion of
improvements in accordance with approved final plans and detailed
specifications, and shall protect AUTHORITY against any losses and liability,
damages, expenses, claims and judgments caused by or resulting from any failure
of AIRLINE to perform completely the work described as herein provided; and (2)
a payment bond with AIRLINE's contractor or contractors as principal, in a sum
equal to the full amount of the construction contract awarded by AIRLINE for
the improvements. Said bond shall guarantee payment of all wages for labor and
services engaged, and of all bills for materials, supplies and equipment used
in the performance of said construction contract. Any work associated with
such construction or installation shall not interfere with the operation of the
terminal or ramp area, or otherwise unreasonably interfere with the permitted
activities of other Airport tenants and users.
14.04 AIRLINE shall require contractors to furnish satisfactory evidence of
statutory worker's compensation insurance, comprehensive automobile insurance
and physical damage insurance, on a builder's risk form with the interest of
AUTHORITY endorsed thereon, in such amounts and in such manner as AUTHORITY may
reasonably require. AUTHORITY may require additional insurance for any.
alterations or improvements approved hereunder, in such limits as AUTHORITY
reasonably determines to be necessary.
14.05 Upon completion of approved construction and within sixty (60) days of
AIRLINE's receipt of a certificate of occupancy, a complete set of as built
drawings shall be delivered to the Director for the permanent record of
AUTHORITY.
14.06 All improvements made to Leased Premises and additions and alterations
thereto made by AIRLINE shall be and remain the
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property of AIRLINE so long as this Agreement is in effect. Upon termination
or cancellation of this Agreement, said additions and alterations shall become
the property of AUTHORITY, excluding however, any trade fixtures, signs and
other personal property of AIRLINE not permanently affixed to Leased Premises
and such shall remain the property of AIRLINE.
14.07 Upon removal of any trade fixtures, signs and other personal property,
AIRLINE must repair any damage to the premises caused by removal thereof.
ARTICLE XV
DAMAGE OR DESTRUCTION
15.01 Damage and Destruction of Improvements
A. The damage, destruction, or partial destruction of any
building or other improvement which is a part of the Leased Premises shall not
release AIRLINE from any obligation hereunder, except as hereinafter expressly
provided, and in case of damage to or destruction of any such building or
improvement, AIRLINE shall at its own cost and expense to condition as good or
better than that which existed prior to such damage or destruction. Without
limiting such obligations of AIRLINE, it is agreed that the proceeds of any
insurance covering such damages or destruction shall be made available to
AIRLINE for such repair or replacement.
B. Notwithstanding anything to the contrary in the immediate
proceeding paragraph, in case of destruction of the Leased Premises or damage
thereto from any cause so as to make it untenantable occurring during the last
five (5) years of the term hereof, AIRLINE, if not in default hereunder, may
elect to terminate this lease by written notice served on AUTHORITY within
thirty (30) days after the occurrence of such damage or destruction. In the
event of such termination, there shall be no obligation on the part of AIRLINE
to repair or restore the Leased Premises nor any right on the part-of AIRLINE
to receive any proceeds collected under any insurance policies covering the
Leased Premises or any part thereof.
C. If in the event such destruction or damage occurs during the
last five (5) years of the term hereof, and AIRLINE does not elect to terminate
this Lease Agreement, the proceeds from all insurance covering such damages or
destruction shall be made available to AIRLINE and AIRLINE shall be obligated
to repair or rebuild the Leased Premises.
D. In addition to AIRLINE's rights under S.4.9(B) and (C) hereof,
in the event of extensive damage or total destruction at any time during the
term of this Agreement or an extension thereof, AIRLINE shall have the right to
terminate this Agreement without
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penalty provided AIRLINE 1) pays off all outstanding principal and 2) pays to
demolish the facility and restore
15.02 Authority's Inspection Rights
The duly authorized representative of the AUTHORITY after proper notification
to AIRLINE shall have the right to enter the Leased Premises to inspect the
areas at reasonable intervals during AIRLINE's regular business hours, or at
any time in case of emergency, to determine whether AIRLINE has complied with
and is complying with the terms and conditions of the Lease Agreement.
15.03 Authority's Obligation, Damage and Destruction
If it is determined that the damage, destruction, or partial destruction of any
building or other improvement is caused by the sole negligence of AUTHORITY,
its agents and employees, then the cost of replacement or repair will be borne
by AUTHORITY.
15.04 Removal and Demolition
AIRLINE shall not remove or demolish, in whole or in part, any leasehold
improvements placed upon the Leased Premises without the prior written consent
of the AUTHORITY, who may at its discretion, condition such consent upon the
obligation of AIRLINE to replace the same by an improvement specified in such
consent.
15.05 Surrender of Leased Premises
Subject to the provisions of Section 4.10(D) and Section 4.11 hereof, AIRLINE
agrees to surrender and deliver the Leased Premises and leasehold improvements
at the termination of this Agreement in as good order and condition as the same
existed at the termination of all leasehold improvements, reasonable wear and
tear excepted.
ARTICLE XVI
DEFAULT AND REMEDIES
16.01 Breach by Airline
In addition to all other remedies available to the AUTHORITY provided
herein or at law, AUTHORITY may cancel this Agreement should any one of the of
the following events occur:
A. The breach by the AIRLINE in the - performance of any covenant
required to be performed by AIRLINE and the failure of the AIRLINE to commence
to remedy such breach for a period of thirty (30) days after notice of breach
by AUTHORITY.
B. Abandonment by the AIRLINE of the premises or discontinuance
of operations at the Airport for any period of time exceeding thirty (30) days
consecutive calendar days except as previously approved by the AUTHORITY.
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C. AIRLINE fails to pay rent when due and the default continues
for thirty (30) days after delivery of written demand by the AUTHORITY for the
payment of rent. AIRLINE agrees that late charges as prescribed in Article V
5.03 (B) shall be considered rent.
16.02 Breach by Authority
AIRLINE may cancel this Agreement at any time that AIRLINE is not in
default to AUTHORITY by giving AUTHORITY thirty (30) days written notice, upon
the happening of any one of the following events:
A. The permanent abandonment of the Airport as an air terminal.
B. The default by the AUTHORITY in the performance of any
covenant or agreement, contained herein and the failure of the AUTHORITY to
commence to remedy such default within thirty (30) days after receipt by
AUTHORITY of written notice of such default.
16.03 Remedies on Breach
Upon default of AIRLINE, AUTHORITY may, at its discretion, take any
one or more of the following remedial steps against AIRLINE:
A. After ten (10) days written notice to AIRLINE, AUTHORITY may
declare all rental payments payable under Articles II and III of this Agreement
for the remainder of the term of this Agreement to be immediately due and
payable.
B. The AUTHORITY may reenter and take possession of the interest
of AIRLINE without terminating this Agreement and sublease the interest of the
AIRLINE to any party, or operate the same on behalf of the AIRLINE, in either
case holding the AIRLINE liable for the difference, if any, between the rents
and other amounts payable by AIRLINE hereunder and the rents and other amounts
payable by such subleasing.
C. After ten (10) days written notice to AIRLINE, the AUTHORITY
may terminate this Agreement, exclude the AIRLINE from possession of the Leased
Premises, and use the best effort to lease AIRLINE's interest therein to
another party for the account of AIRLINE, holding AIRLINE liable for all rents
and other amounts due under this Agreement and not paid by such other party.
D. The AUTHORITY may take whatever other action at law or in
equity that may appear necessary or desirable to collect any amounts then due
and thereafter to become due from AIRLINE, or to enforce performance and
observance of any obligation, agreement or covenant of AIRLINE under this
Agreement.
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EXHIBIT 10.17
that interfere with such purchases.
F. The servicing by AIRLINE or its suppliers, of aircraft and other
equipment being utilized at the Airport by AIRLINE on AIRLINE's Aircraft
Parking Positions or such other locations as may be designated by the Director.
G. The loading and unloading of persons, property and mail by motor
vehicles or other means of conveyance an AIRLINE's Aircraft Parking Positions
or such other locations as may be designated by the Director.
H. The provision, either alone or in conjunction with other Scheduled Air
Carriers or through a nominee, of ▇▇▇▇▇▇/skycap service for the convenience of
the public, at no cost to AUTHORITY.
I. The installation and maintenance, at AIRLINE's sole cost and expense,
of identifying signs in AIRLINE's Exclusive Use Premises subject to the prior
written approval of the Director. The general type and design of such signs
shall be harmonious and in keeping with the pattern and decor of the Terminal
areas. AUTHORITY shall permit AIRLINE to install on the walls behind ticket
counters and ticket lift counters in holdrooms, and on AIRLINE's loading
bridges, if any, identifying and company logo signs customarily installed by
AIRLINE in such areas at comparable airport facilities.
J. The installation, maintenance and operation, at no cost to AUTHORITY,
of such radio communication, computer, meteorological and aerial navigation
equipment and facilities on AIRLINE's Exclusive Use Premises as may be
necessary or convenient for the operation of its Air Transportation System;
provided, however, that such
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national origin shall be excluded from participation in, denied benefits of or
be otherwise subjected to discrimination, and (iii) AIRLINE shall use the
premises in compliance with all other requirements imposed by or pursuant to
Title 49, Code of Federal Regulations, Department of Transportation, Subtitle
A, Office of the Secretary, Part 21, Non-Discrimination in Federally Assisted
Programs of the Department of Transportation - Effectuation of Title VI of the
Civil Rights Act of 1964 or as said regulations may be amended.
B. AIRLINE acknowledges that the provisions of 49 CFR, Part 23,
Minority Business Enterprises (MBE) and 14 CFR, Part 152, Affirmative Action
Employment Programs, may be applicable to the activities of AIRLINE under the
terms of this Agreement, unless exempted by said regulations, and hereby
agrees, if such provisions are applicable, to comply with all requirements of
AUTHORITY, the Federal Aviation Administration, and the U.S. Department of
Transportation, in reference thereto.
C. In the event of breach of any of the above nondiscrimination
covenants, AUTHORITY shall have the right to take such action as the United
States Government may direct to enforce this covenant.
ARTICLE XVIII
GENERAL PROVISIONS
18.01 Non-waiver
No waiver of default by either party of any of the terms, covenants,
or conditions of this agreement to be performed, kept and observed by the other
party shall be construed to be or act as a waiver of any subsequent default of
any of the terms, covenants and conditions to be performed, kept and observed
by the other party and shall not be deemed a waiver of any right on the part of
the other party to cancel this Agreement for failure by the other to do,
perform, keep or observe any of the terms or conditions of this Agreement.
18.02 Rights Non-Exclusive
Notwithstanding anything herein contained that may be or appear to the
contrary, the rights, privileges and licenses granted under this Agreement, are
"non-exclusive" and AUTHORITY reserves the right to grant similar privileges
to other AIRLINES.
18.03 Covenant of Good Conduct
Consistent with the nature of AIRLINE's business, AIRLINE agrees that
occupancy of its premises will be lawful and quiet and that it will not use or
permit the use of premises in any way that will tend to create a nuisance or
tend to disturb other tenants or the general public. AIRLINE shall be
responsible for the activity
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of its agents and employees with respect to the restriction and further that
the officers, agents and employees of AIRLINE shall not loiter or congregate in
the public areas of the Airport that are designed primarily for the use of the
traveling public.
18.04 Performance
The parties expressly agree that time is of the essence in this
Agreement and failure by a party to complete performance within the time
specified, or within a reasonable time if no time is specified herein, shall,
at the option of the other party without liability, in addition to any other
rights or remedies, relieve the other party of any obligation to accept such
performance.
18.05 Rules and Regulations.
A. AIRLINE shall observe and obey all the laws, ordinances,
regulations, directives, orders, and rules of the federal, state, County and
Municipal Governments which may be applicable to its operations at the Airport.
B. AUTHORITY may from time to time adopt, amend or revise
reasonable rules and regulations for the conduct and operations of the Airport,
the Terminal, the landing area, the ramp area, auto parking areas, and other
Airport buildings and property, for reasons of safety, health, preservation of
the property or for the maintenance of the good and orderly appearance of the
Airport. AIRLINE, its employees, agents and representatives shall faithfully
comply with and observe such rules and regulations of which it receives notice,
except as they may conflict with regulations of another appropriate
governmental AUTHORITY or as such rule or regulation would deprive AIRLINE of
any of the rights hereunder. Further, AIRLINE and its employees, agents and
representatives shall comply with all reasonable requests of the Director in
accordance with this Article.
18.06 Permits and Licenses
AIRLINE shall, at its sole cost and expense, be strictly liable and
responsible for obtaining, paying for, maintaining current, and fully complying
with, any and all permits, licensees, and other governmental authorizations,
however designated, as may be required at any time throughout the entire term
of this Agreement by any federal, state, or local governmental entity or any
court of law having jurisdiction over AIRLINE or AIRLINE's operations and
activities, for any activity of AIRLINE conducted in or on Airport premises,
and for all operations conducted by AIRLINE including ensuring that all legal
requirements, permits, and licenses necessary for or resulting, directly or
indirectly, from AIRLINE's operations and activities in or on Airport premises
have been obtained and are in full legal compliance. Upon the written request
of AUTHORITY, AIRLINE shall provide to AUTHORITY copies of any and all permits
and licenses which AUTHORITY may request.
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18.07 Safety
AIRLINE shall conduct its operations and activities under this
Agreement in a safe manner, shall comply with all safety regulations of the
AUTHORITY and with safety standards imposed by applicable federal, state, and
local laws and regulations, and shall require the observance thereof by all
employees, contractors, business invitees, and all other persons transacting
business with or for AIRLINE resulting from, or in any way related to, the
conduct of AIRLINE's business in or on airport premises. AIRLINE shall procure
and maintain such fire prevention and extinguishing devices as required by
AUTHORITY and shall at all times be familiar and comply with the fire
regulations and orders of AUTHORITY and the fire control agency with
jurisdiction at the airport, as same may now exist or hereafter come into
being. AIRLINE agrees, for itself and any employee, contractor, or other person
working for or on behalf of AIRLINE, to observe due care at all times as
required by its knowledge herein and of circumstances.
Neither AIRLINE, nor any employee or contractor or any person working
for or on behalf of AIRLINE, shall require any personnel engaged in the
performance of AIRLINE's operations to work in surroundings or under working
conditions which are unsanitary, hazardous, or dangerous to his or her health
or safety, as determined by standards adopted pursuant to the Occupational
Safety and Health Act of 1970, as same may be amended from time to time, as
well as all applicable state and local laws, regulations, and orders relative
to occupational safety and health.
18.08 Inspection
AIRLINE shall allow AUTHORITY's authorized representatives access to
Leased Premises at all reasonable hours upon reasonable notice for the purpose
of examining and inspecting' said premises, for purposes necessary, incidental
to or connected with the performance of its obligations under this Agreement or
in the exercise of its governmental functions. The notice requirement is
hereby waived by AIRLINE in the event of any emergency or drill by AUTHORITY's
Public Safety Department.
18.09 No Individual Liability
No member, officer, agent, director, or employee of AUTHORITY or
AIRLINE shall be charged personally or held contractually liable by or to the
other party under the terms or provisions of this Agreement or because of any
breach thereof or because of its or their execution or attempted execution.
18.10 Aviation Rights
AUTHORITY reserves unto itself, its successors, and assigns for the
use and benefit of the public, a right. of flight for the passage of aircraft
in the airspace above the surface of the Airport, including Leased Premises,
for navigation or flight in the
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said airspace for landing on, taking off from, or operating at the Airport.
18.11 Relationship of Parties
Nothing contained herein shall be deemed or construed by the parties
hereto, or by any third party, as creating the relationship of principal and
agent, partners, joint venturers, or any other similar such relationship
between the parties hereto. It is understood and agreed that neither the
method of computation of fees and charges, nor any other provisions contained
herein, nor any acts of the parties hereto creates a relationship other than
the relationship of lessor and AIRLINE.
18.12 Capacity to Execute
The individuals executing this Agreement personally warrant that they
have full AUTHORITY to execute this Agreement, including any exhibits or
attachments hereto, and have sought and received whatever competent advice and
counsel was necessary for them to form a full and complete understanding of all
rights and obligations herein. The parties further acknowledge this Agreement
is the result of negotiations between the parties and shall not be construed
against AUTHORITY by reason of the preparation of this Agreement by AUTHORITY.
18.13 Successors and Assigns Bound
This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto.
18.14 Incorporation of Exhibits
All exhibits and attachments referred to in this Agreement are
intended to be and are hereby specifically made a part of this Agreement.
18.15 Title
Paragraph titles are inserted only as a matter of convenience and for
reference, and in no way define, limit or describe the scope of extent of any
provision of this Agreement.
18.16 Severability
In the event any covenant condition or provision of this Agreement is
held to be invalid by any court of competent jurisdiction, the invalidity of
such covenant, condition, or provision shall not materially prejudice either
AUTHORITY or AIRLINE in their respective rights and obligations contained in
the valid covenants, conditions or provisions of this Agreement.
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18.17 Amendments
This Agreement constitutes the entire agreement between the parties.
Except as provided herein, no amendment, modification or alterations of the
terms of this Agreement shall be binding unless the same be in writing, dated
subsequent to the date hereof and duly executed by the parties hereto.
18.18 Approval by Authority
A. Whenever this Agreement calls for approval by AUTHORITY, such
approval shall be evidenced by the written approval of the DIRECTOR.
B. Any approval required by either party to this Agreement shall
not be unreasonably withheld or delayed.
18.19 Notice
Whenever any notice is required by this Agreement to be made, given or
transmitted to the parties hereto, such notice shall be deemed to have been
given if enclosed in an envelope with
sufficient postage attached, and sent by certified mail, to insure delivery,
and deposited in the United States mail addressed to:
AUTHORITY: Director of Aviation Jacksonville Port
Authority ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇
AIRLINE Air South, Inc.
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇, President & CEO
▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
or in such other place as either party shall in writing designate in the manner
provided herein.
18.20 Airline's Dealings with Authority
Whenever in this Agreement, AIRLINE is required or permitted to obtain
the approval of, consult with, give notice to, or otherwise deal with
AUTHORITY, AIRLINE shall deal with AUTHORITY's authorized representative; and
unless or until AUTHORITY shall give AIRLINE written notice to the contrary,
AUTHORITY's authorized representative shall be the Director.
18.21 Independent Contractor
The parties hereto agree that AIRLINE is an independent contractor and
no subject to direction or control of AUTHORITY, except as specified in this
Agreement, and except by general rules
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and regulations adopted for the control and regulation of the AUTHORITY and its
facilities.
18.22 Agent for Service
It is expressly understood and agreed that if OPERATOR is not a
resident of the State of Florida, or is an association or partnership without a
member or partner resident of said state, or is a foreign corporation not
licensed to do business in Florida, then in any such event, OPERATOR does
designate the Secretary of State, State of Florida, its agent for the purpose
of service of process in any court action between it and AUTHORITY arising out
of or based upon this Agreement. Such service shall be made as provided by the
Laws of the State of Florida for service of process. If not possible, as an
alternative method of service of process, OPERATOR may be personally serviced
out of the State of Florida by the registered mailing of such service at the
address set forth in the above section. Any such service shall constitute
valid service upon OPERATOR as of the date of mailing thereof.
18.23 Interpretation
The language of the Agreement shall be construed according to its fair
meaning, and not strictly for or against either AUTHORITY or AIRLINE. The
section headings appearing herein are for the convenience of the parties and
shall not be deemed to govern, limit, modify or in any manner affect the scope,
meaning or intent of provisions of this Agreement. If any provision of this
Agreement is determined to be void by any court of competent jurisdiction, then
such determination shall not affect any other provision of this Agreement and
all such other provisions shall remain in full force and effect; and it is the
intention of the parties hereto that if any provision of this Agreement is
capable of two constructions, one would render the provision void and the
other of which would render the provision valid, then the provision shall have
the meaning which renders it valid.
18.24 Right to Develop Airport
It is further covenanted and agreed that AUTHORITY reserves the right
to further develop or improve the Airport and all landing areas and taxiways as
it may see fit, regardless of the desires or views of AIRLINE and without
interference or hindrance. AIRLINE agrees that it shall have not claim against
AUTHORITY for damages arising out of the development and normal operation
conducted by AUTHORITY at the Airport.
18.25 Radon Gas
Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risk to
persons who are exposed to it over a period of time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding
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radon and radon testing may be obtained from your county public health unit.
18.26 Governing Law
This Agreement is to be read and construed in accordance with the Laws
of the State of Florida and ▇▇▇▇▇ County. The parties hereto agree that any
court of proper jurisdiction presiding in ▇▇▇▇▇ County, Florida shall be the
forum for any actions brought hereunder.
18.27 Attorney Fees
In the event any action or suit or proceeding is brought to collect
rentals, fees or charges or any portion thereof due AUTHORITY and payable by
AIRLINE, to take possession of Premises, to enforce AIRLINE's compliance with
any other provisions of this Agreement or for AIRLINE's failure to observe any
of the covenants of this Agreement, AIRLINE agrees to pay AUTHORITY all
attorney fees incurred in said suit, action or proceeding.
18.28 Force Majeure
Except as herein provided, neither AUTHORITY nor AIRLINE shall be
deemed to be in default hereunder if either party is prevented from performing
any of the obligations other than the payment of fees and charges hereunder by
reason of strikes, boycotts, labor disputes, embargoes, shortages of energy or
materials, acts of God, acts of the public enemy, acts of superior governmental
AUTHORITY, weather conditions, riots, rebellion, or sabotage, or any other
circumstances for which it is not responsible or which are not within its
control. Under no circumstances shall the happening of any event provided for
in this Section excuse AIRLINE from paying the fees and charges due hereunder
and payable to AUTHORITY by AIRLINE during the term of this Agreement.
18.29 Other Agreements
Other than as set forth herein, nothing contained in this Agreement
shall be deemed or construed to nullify, restrict or modify in any manner the
provisions of any other lease or contract between AUTHORITY and AIRLINE
authorizing the use of the Airport, its facilities and appurtenances upon or
payment of fees and charges therein provided, except as this Agreement may
apply to the activities under the restated Agreement.
ARTICLE XIX
ENTIRE AGREEMENT
The parties hereto understand and agree that this instrument contains
the entire agreement between the parties. The parties further understand and
agree that neither party nor its agents have made representation or promises
with respect to this Agreement
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except as expressly set forth herein; and that no claim or liability shall
arise for any representations or promises not expressly stated in this
Agreement; any other written or oral agreement with AUTHORITY being expressly
waived.
IN WITNESS WHEREOF, AUTHORITY and AIRLINE have executed this Agreement the day
and year first above written.
WITNESS: JACKSONVILLE PORT AUTHORITY
By:
------------------------------ ------------------------------
------------------------------ ----------------------------------
Print Name Title
-----------------------------------
Print Name
WITNESS: AIR SOUTH, INC.
------------------------------ -----------------------------------
By:
------------------------------ -----------------------------------
Print Name Title
-----------------------------------
Print Name
APPROVED:
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
Counsel for JPA
APPROVED:
----------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Director, Corporate Services
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