09/19/1989
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P.O Rux j'lIl:!1
Cilll'inllali. Ohiu 4;1:!j.;
(606) i:!.';-2i:;J)
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QInAi,
[4~'
Augu.t 29, 1989
"r. Doug Hope
".n.ger - Corpor.te R..l Eat.~.
AltR E.gl.
It/D 1841
P. o. Box 619616
D.ll../Fort Worth A1rport, T.x.. 75261
Gentl...nz
Th1. l.tt.r w1ll .v1denc. our ~tu.l .gr....nt wh.re1n COltAIR,
Inc. (COltAIR) will p.r.1t N..bv1ll. E.gl., Inc. (E.gl.) u.. 01
CORAIR-. 1ac111t1.... d..cr1bed in Exb1b1t 8A8 1d.nt111ed by
.1rport na.., .nd prov1d. tb. ..rv1ce. .t tbat .1rport de.cr1bed
in Exb1b1t 888 all .ttached bereto .nd ..de . p.rt here01,
.ubj.ct to tbe 10110w1ng ter.. .nd cond1t10n..
1. Th1. Agr....nt 1. .11ect1ve October 1, 1989 .nd .h.ll
continue in e11ect tb.rea1ter unl... c.ncelled by either
p.rty by the giving 01 68 day. advanced written not1ce to
tbe other p~rty.
2. It 1. under.tood that .hould COJtAIR and Eagle have a
con111ct in the u.e 01 the pr..1.e. or .erv1ce. provided,
.COltAIR.. requ1~n~. will ~ given priority. .
3. COftAIR and Eagle .hall ~tually agr.. on the ten.nt work
r.qu1~ to accoDaodat. Ragle and .aid work .hall b.
co.pleted by aagle at Eagle.. ..pen.e.
4. Eagle ahall be reepon.1ble 10r the repair 01 all da..g.
cauaed by Eagle and it.' direetora, 0111cer., agent.,
cu.to..ra, invit.. or gu..t. other then the da..g. rv.ult1ng
1ro. ordinary wear and t.ar'aaa8ed by the u.. and occupancy
01 tb. pre.i... by Eagl..
5. A. co.p.n.at1on 10r the u.. 01 ..1d pre.i..., CO"AIR .hall
invoice Ragle each aonth 10r the 1ac1l1t1e. l1ated on
Exhibit .A8, COitAl... actual coat 01 providing, operating
and .a1ntain1ng .a1d 1aat~iti.. plua a 1i1t..n percent
(15X) ad.in1.trat1v. 1... Invo1c.. not paid within thirty
(38) d.y. 1ro. rec.1pt .hall bear 1ntere.t at the rat~ 01
on. and on. ba11 percent (1 1/2X) per aontb.
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A.erican Eagle
August 29, 1989
6. As co.pensatio~ Lor the services provided by CO"AIR listed
on Exhibit -B-, CO"AIR shall invoice Eagle each .onth at the
rates stated thereon. Invoices not paid within thirty (30)
days Lro. receipt shall bear interest at the rate oL one and
one halL percent (1 1/2%) per .onth.
7. Any training which .ay be required to be given CO"AIR's
employees by Eagle so that they .ay perLor. the services set
Lorth herein shall be given at the airport during CO"AIR's
nor.al working hours prior to the effective date of this
agre...nt. Such training shall b. coordinated between
CO"AIR's local "anager and the instructor's provided by
Eagle. Eagle will rei.burs. COKAIR Lor all training cost.,
CO"AIR incurs, a. a result oL training required by Eagle or
CO"AIR in accordance with this Agree..nt. Eagle will
provide co.plete set. of any .anual. nec..sary to conduct
such training, and Eagle will .aintain such .anuals or other
written instructions in a current state in accor~ance with
it. nor.al procedures during the ter. oL this Agree.ent.
Eagle shall provide nece.sary for.s, docu..nte, and training
Lor their u... CO"AIR shall be entitled to rely upon the
.anuals, docu..nts, and other .aterials furnished by Carrier
as being correct, current, and applicable to the services to
be provided under this agree..nt. In case of conflict
between COKAIR's and Eagle's nor.al operating procedures,
CO"AIR procedures will be utilized.
8. Eagle shall not .ake any alterations to or i.prove.ent. in
the pre.i.es, including but not li.ited to .ign. and
advertising .aterials, without the written approval of
CO"AIR.
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American Eagle
August 29, 1989
9. All notices and COMMunications under or with respect to this
Agree~nt shail be sufficiently given if sent by United
States Registered or Certified "ail addressed as speci~i.d
below or to such other address as either party _ay specify
to the other in writing during the ter_ of this AgreeMent.
CO"AIR: Vice President Custo_er Services
. CO"AIR, Inc.
Great.r Cincinnati Int-l Airport
Po.t 011ice Box 75021
Cincinnati, Ohio 4527~
Eagle:
Doug Hope
"anager - Corporate Real Estate
AJ'lR Eagl.
"'D IB41
Post 011ic. Box 619616
Dalla.' Ft. Worth Airport, Texas
7~261
10. This Agr....nt in all r.spects i. Subj.ct to all the
cov.nant., t.r.., provi.ions and conditions 01 the l.a.e in
.11ect, i1 any, b.tw..n COJ'lAIR and the Airport Operator to
the .xtent and in the .ann.r applicabl. to the pr..i.e.
d.ai..d or .ervices provided hereunder, it being understood
that Eagle i. re.ponsible 10r the pay.ent 01 any 1ee. and
charges .......d by the Airport for landing or use 01 the
Airport or Airport 1acilities.
11. A.
Eagl. ahall procure and .aintain in full force and
e11.ct during the ter. 01 this Agr....nt polici.. 01
insurance; 01 the type. 01 coverag., in the .ini.uM
a.ounts, in - co.panie. and under ter.. and conditione
sati.1actory to CO"AJR a. 10110.ae
1. All ri.k hull insurance on an agreed value
basi., not to exceed replace.ent value.
2. Co.prehen.ive general liability (pre.ioes,
producta, co.pleted operation. and
contractual) covering personal and bodily
injury and property da.age in the a.ount not
le.s than $108,000,008.00 per occurrence.
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AMerican Eagle
August 29, 1989
3. Worker-s COMpensation for statutory liMit.
per accident.
4. E.ployer-s liability in an a.ount not le.s
than $1,000,000.00 per accident.
5. Baggage liability in an a.ount not less than
.100,000.00 per occurrence.
6. Cargo liability in an a.ount not les. than
.100,000.00 per loss, casualty or di..ster.
7.
Auto.obile liability
$5,.00,000.00.
insurance
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B.
Eagle shall cause the policies 01
d.scribed in this Agr....nt to be
prop.rly endorsed by Eagle's
underwriter. 8S 10110ws:
insuranc.
duly .nd
insurance
1. As to polici.s 01 insurance described in
Articles 11 A.1, A.2, A.3, A.4, A.5, A.6,
A.7, <a> to provide that any waiver of
rights 01 subrogation against other parti.s
by Eagle will not af1ect the coverage
provided hereunder with respect to CO"AIR;
and <b> to prOVide that Eagle's underwriters
shall waive all subrogation rights against
CO"AIR, its directors, 011icer., ..ployees
and agents without regard to any br.aCh 01
warranty on the part 01 Eagle.
2. As to polici.s 01 insurance described in
Articl.. 11 A.2, A.5, A.6, A.7: <a> to
provide that CO"AIR, it. directors, 011icers,
e.ploy..s and agents shall be endorsed as
additional na.ed insured parties thereunder:
and Cb> to provide that said insurance shall
be pri.ary insurance.
3. A. to poliCies 01 insuranc. describ.d in
Article 11 A.2: <a> to prOVide a cros.-
liability Claus. as though separate policie.
wer. is.u~.10r CO"AIR and Eagl. and th.ir
r.spective directors, o11icers, e.ployees and
agent.; and <b> to prOVide contractual
liability insurance coverage 10r liability
aSSUMed by Eagle under this Agr....nt.
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A.erican Eagle
August 29, 1989
4.
As to any insurance obtained fro. foreign
underwriters, to provide that COKAIR .ay
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.aintain against said underwriters a direct
action in the United States upon said
insurance policies and to this end provide a
standard service of suit clause de.ignating a
United States attorney in Washington, D.C.,
or New York, New York.
5.
All insurance policies shall provide that the
insurance shall not be invalidated by any
action or inaction of Eagle.
C. Eagle shall cause each of the insurance policies
to be duly and properly endorsed to provide that
said policy or policies or any part or parts
thereof shall not be cancelled, ter.inated or
.aterially altered, changed or a.ended by Eagle's
insurance underwriters, until after thirty (30)
days written notice to COKAIR which thirty (30)
days notice shall co..ence to run froa the date
such notice is actually received by COKAIR.
D. Not lat~r than the effective date of this
Agree.ent, Eagle shall furnish COKAIR evidence
.atisfactory to COKAIR of the aforesaid insurance
coverages and endor....nts, including certificates
certifying that the aforesaid insurance policy or
polici.. with the afore.aid liait. are duly and
properly endorsed as aforesaid and are in full
force and effect. Initially, this evidence shall
be certificates of the policies required
hereunder.
E. In ~he .ven~ Eagle fails ~o .aintain in full force
and .11ec~ any 01 ~h. insurance and endorse.ents,
CO"AIR shall have the righ~ (but not the
obliga~ion) to procure and .aintain such insurance
or any part thereof. The cost of such insurance
shall be payable by Eagle to CO"AIR upon de.and by
COftAIR.
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A..rican Eagle
11.
August 29, 1989
The procure.ent of such insurance or any part
thereof by COKAIR does not discharge or excuse
Eagle's obligation to co.ply with the provisions
set out herein. Eagle agrees not to cancel,
ter.inate or .aterially alter, change or a.end any
of the policies until after providing thirty (30)
days advance written notice to COKAIR of Eagle's
intent to so cancel, ter.inate or .aterially
alter, change or a.end said policies of insurance,
which thirty (30) days notice period shall
co..ence to run fro. the date notic. is actually
received" by COKAIR.
A.
Eagle shall be liable for and hereby agrees fully to
defend, rel.as., discharge, inde.nify, and hold
har.less COKAIR, its directors, officers, e.ployees and
agents fro. and against any and all clai.., de.ands,
da.ag.., liabilitie., actions, causes of actions,
los.es, costs and expenses of any nature whatsoever
(including investigation and witness costs and expenses
and attorneys' fees and expenses) in any .anner arising
out of, connected with, or attributable to this
Agree.ent, the pertor.ance, i.proper perLor.ance or
non-perfor.~nce of any and all services to be
undertaken by COKAIR or Eagler pursuant to this
Agre..ent, or the operation, non-operation or i.proper
operation of Eagle'. aircraft, equipaent or facilities
at any location, excluding only clai.., de_ands,
da.age., liabilities, actions, cause. of action,
lo..os, cost. -and expenses re.ulting fro. the groes
negligence or willful .isconduct of COKAIR, its
directors, officer., agente or ..ployeee.
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American Eagle
August 29, 1989
Eagle vi~l do all things necessary to cause and assure,
and vill cause and assure that Eagle vill at all ti.es
be and remain in custody and control of any aircraft,
equipment and facilities of Eagle, and COftAIR, its
directors, officers, eMployees and agents shall not,
for any reason, be deeMed to be in the custody or
control, or a bailee, of Eagle'. aircraft, equipMent or
facilities.
B. CO"AIR and Eagle agree to COMply vith all rules,
regulations, directives and siailar instructions of
appropriate govern.ental, judicial and administrative
entities, including but not liaited to airport
authorities, and the Federal Aviation Ad.inistration
(and its successor agencies).
C. Other than any varrantie. sp.cifically contained in
this Agr....nt, CO"AIR disclai.. and Eagle hereby
.aives any varranties, expressed or i.plied, oral or
vritten, including but not li.ited to any warranty of
..rchantability or fitness for int.nd.d us. r~lating to
any equip.ent, data, infor.ation or servic.s furnished
hereunder. Eagle agrees that CO"AIR is not liable to
Eagle or any other persons for consequential, punitive
or special da.ages under any circu.stanc.s.
12.
A.
Th. e.ployees, agents and independent contractors of
Eagle are the e.ployees, agents and independent
contractors of Eagle for all purposes and under no
circu.stances shall be d....d to be, or shall be, the
..ploye.s, agents or indep.ndent contractors of CO"AIR.
B. The ..ployees, agents and independ.nt contractors of
CO"AIR are the e.ployees, agents and indep.ndent
contractors of CO"AIR for all purpose. and under no
circuaetanc.. shall be d....d to b., or shall be, the
..ploye.s, ag.nts or independent contrectors of Eagle.
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American Eagle
August 29, 1989
C. Each par~y aSSUMes full responsibility for any and all
liability to its own eMployees on account of injury, or
death resulting therefroM, sustained in the course of
their employment. Each party, with respect to its own
employees, accepts full and exclusive liability for the
paYMent of Worker's Compensation or EMployer's
Liability for insurance preMiums with respect to such
employees, and for the payment of all taxes,
contributions or other paYMents for uneMploYMent
compensation or old age benefits, penSions, annuities
or other similar benefits now or hereafter imposed upon
employers by any governMent or agency thereof having
jurisdiction in respect of such employee measured by
the wages, salari.s, compensation or other remuneration
paid to such employees, each party also agrees to make
such payments and to make and file all reports and
returns and to do everything nec..sary to COMply with
the laws imposing such tax.s, contributions or
payments.
13. This Agr....nt hereby cancel. and sup.r..d.. .11 prior
.gr....nt., i~ .ny, betw..n the p.rti88 h.r.to, inso~.r as
.aid .gr....nt. have refer.nc. to the pr..is.. identified in
Exhibit -A- and the ..rvic.. d.scrib.d in Exhibit -B-
att.ched her.to and .ade a part h.r.of.
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American Eagle
August 29, 1989
If the foregoing correctly sets forth our understanding, pleaee
so indicate by signing this Letter AgreeMent in the space
provided below and return two executed copies to the Vice
President CustoMer Services, CO"AIR, Inc., P.O. Box 75021,
Cincinnati, Ohio 45275.
Sincerely,
Linda D. Lander.
V ice Presidtmt.
Cust.o..r Service.
COttAIR, Inc.
AGREED AND ACCEPTED:
Nashville Eagle, Inc.
By
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Tit.le
Dat..
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APPENDIX -A-
Eagle Facility Charges
Key ~est International Airport
Key West, Florida
A. Ticket Counter
88.5 Sq. Ft. @ $14.72 per Sq. Ft.
per annUM
B. Storage Trailer
224 Sq. Ft. @ $8.41 per Sq. Ft per
annUM
It... A and B above to be paid Monthly in advance in 12 equal
installMents.
Rat.e above includ. l~X adMinistrative 1ee.
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APPENDIX -0-
Eagle Handling Services and Charges
Key West International Airport
Key West, Florida
Charges to be negotiated between COnAIR and Eagle.
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P,O, !lux ,;;1l:!1
('inl'innari, Ohio 4:;~,!i
(fillfi) ;.~!i.:!!i;1O
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August 30, 1989
"r. Art Skelly
Director of Airports
Key West International Airport
3491 South Roosevelt Blvd.
Key West, Florida 33040
Dear Art,
Per the lease agreement betveen the County of Monroe and COMAIR,
Inc., COMAIR requests permissions to sublease ticket counter and
office space to American Eagle. COMAIR is proposing to sublease
approximately 88.5 sq. ft. ot ticket counter space and 224 sq.
ft. of storage trailer space. Should this request meet with the
approval of the County, the sublease vill begin October 1, 1989.
A copy ot the sublease and handling agreement betveen COMAIR,
Inc. and Nashville Eagle, Inc. vill be torvarded to your office
by Doug Hope of AMR Eagle after their execution ot the document.
Should you have any questions or it there is anything else that
ve need to do to receive the County's approval for this sublease,
please call either myselt or Paul Hegedus at (606) 525-2550.
Sinc/:rel ,
'_-'\-- .-t~:> (pJ1)
Ti..o hy E.ls
~irector Customer Services
Planning and Development
COI'fAIR, Inc.
cc: Kerry Hood, COMAIR Customer Service Manager - EYW
Doug Hope, AMR Eagl&
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August 30, 1989
Mr. Arthur R. Skelly
Key West International Airport
3491 S. Roosevelt Blvd.
Key West, Florida 33040
Re: American Eagle Sublease and Ground Handling Agreement for Key
West International Airport.
Dear Art:
Please find enclosed a fully executed copy of the sublease and
ground handling agreement for our American Eagle operations at the
Key West International Airport. As you know our new air service
will commence on October 1st, 1989 with five roundtrip flight to
Miami. COMAir has agreed to sublease Nashville Eagle, Inc. ticket
counter and office space at Key West and COMAir will be ground
handling our operations as evidenced by the enclosed sublease and
ground handling agreement. Please submit this agreement to the
Monroe County Board of County Commissioners for their approval.
Also please submit our request for a lease and operating permit to
Monroe County Board of County Commissioners for their approval to
enable us to commence air service to Key West on October 1st,
1989. We plan to prepare the space for our operations in Key West
in mid September 1989.
If you have any questions, please feel free to contact my office.
Your cooperation and consideration is sincerely appreciated.
Very truly,
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N. Doug Hope I:, , , . '<..
Manager Corporate Real Estate
AMR Eagle, Inc.
MO 1B41-HOQ, (817)355-3906
cc:
NOH/dId
J. D.
W. C.
M.
A. E.
M.
Board
Nicks
Wallace
Marudas
Hail
Ludacer
of Monroe
County Commissioners
i
PO BOX61961fl.OAllAS/fr WORTH f); l~~rl' ~'6Ifl
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August 31, 1989
Mr. Arthur R. Skelly
Director of Airports
Key West International Airport
3491 S. Roosevelt Blvd.
Key West, Florida 33040
Re: Nashville Eagle, Inc. d/b/a American Eagle Air Service to Key
West.
Dear Art:
This letter will confirm our conversation of August 31st, 1989
wherein we discussed American Eagle's new air service to Key West
which is scheduled to begin on October 1st, 1989. As you know, we
have negotiated a sublease and ground handling agreement with
COMAir to provide us operations and ticket counter space at the
Key West International Airport. In the event that other ticket
counter and operations space becomes available in the near future
that we would be able to lease on an exclusive basis, we would
respectfully request the rights of first refusal for the space.
Pursuant to our conversation you requested several items needed for
our Key West Operations. Please find enclosed a copy of Nashville
Eagle, Inc. 's FAA Operating Certificate. Also please be advised
that Nashville Eagle, Inc. does have and maintains at least a
minimum of $10,000,000 of Public and Aircraft Liability Insurance.
Nashville Eagle, Inc. has contacted our Insurance Company and they
have advised that a $10,000,000 certificate of Insurance will be
forwarded to your office in the very near future.
Lastly, American Eagle is in need of a lease or operating permit
for the Key West International Airport. I have requested this
lease on several occasions but since it was uncertain as to
whether we would have our own exclusive space or whether we would
sublease from another air carrier, you have held off preparing the
lease. Now that we know that we will be subleasing from COMAir, I
believe it would be appropriate to have the Airport prepare a
lease or operating permit for our operation. American Eagle is
willing to pay the established landing fees and other common Use
charges that are associated with doing business at the Key West
International Airport. Please prepare this lease or operating
permit and forward it to my office at your earliest convenience.
Once I've had an opportunity to review the lease I will obtain the
necessary corporate approvals and forward an executed copy back to
your office for presentation to the Monroe County Board of County
Commissioners. It would be appreciated if we could conclude all
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PO fHIXfltqfdli rl^IIA'~1I r W(lPIH I): 1<';'~"'H""
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airport lease/sublease and operating matters as soon as possible
to enable us to present all these ,agreements to the Monroe County
Board of Commissioners at the September 19, 1989 board meeting.
You advised that you would see to it that all of the above
mentioned items are added to the Monroe County Board of County
Commissioners September 19th, 1989 agenda. As discussed in our
conversation, Nashville Eagle, Inc. has submitted all the
necessary documentations and requests to the Airport for
presentation to the Monroe County Board of County Commissioners
for the September 19th, 1989 meeting. I trust you will see to it
that this information is presented to the Board of County
Commissioners. I will assume that nothing else is needed or
required for the approval process of our new air service to Key
West.
American Eagle looks forward to serving the Key West Community
with our new air service. I'm sure you'll find our new air
service to be a great benefit to your community and economy. If
you have any questions, please feel free to contact my office.
Your cooperation is sincerely appreciated.
Very truly,
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N. Doug Hope
Manager Corporate Real Estate
AMR Eagle, Inc.
MD 1B41-HDQ, (817)355-3906
NDH/dld
cc: J. D. Nicks
W. C. Wallace
M. Marudas
A. E. Hall
P. Horton
Monroe County Board of Commissioners
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us Depar'menl
Ollron~PO<laljorl
F&deral Avtotlon
AdmlrUI'ratlon
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Air Carrier Certificate
This certifies that
NASHVILLE EAGLE, INC.
NASHVILLE INTERNATIONAL AIRPORT
P. O. BOX 17228
NASHVILLE, TENNESSEE 37217
has met the requirements of the Federal Aviation Act of 1958, as amended. and the rules.
regulations, and standards prescribed thereunder for the issuance of this certificate and is
hereby authorized to operate as an air carrier and conduct common carriage operations in
accordance with said Act and the rules, regulations. and standards prescribed thereunder
and the terms. conditions, and limitations contained in the approved operations specifications.
This certificate is not transferable and. unless sooner surrendered. suspended. or revoked.
shall continue in effect indefinitely.
By DireClron 01 the Administrator.
Cert,I'cate number: NVEA 997 G
(Formerly AT763-269)
Ellectlve date: n",('"pmh", r 1 7, 1987
Reissued: February 6, 1989
Issued at~O-:f'S1l0-01.~..Nas.bvil1e, TN
~)~c;;
Manager
(Title)
Flight Standards Division
-SoatRe~n~ion
(Region/Office)
r AA r urm 8430.1 B (6811
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