Loading...
09/19/1989 ----- .. P.O lI..x j;;n~l Cinmlllali. Ohi.. 4;I~j;, (606) ;,~:).~;,:ill . ~, [6~' Augu.t. 29, 1989 IIr. Doug Hop. lI.n.g.r - Corpor.t.e Re.l E8t..t. AJtR E.gll. "/D 1841 P. O. 80:1C 619616 D.ll../Fdrt. Wort.h Airport., Tex.. 75261 Gent.l_"lrt & Thi. let.~t.er will evidence our aut.u.l .gr....nt. wher.in COltAIR, Inc. (CtJltAIR) will per.it. M..hvill. E.gle, Inc. (E.gle) u.e 01 CO"AIR'. 1.cilit.ie... d..cr1bed in Exhibit. -A- id.nt.i1ied by .irport. ft.... .nd provide t.he ..rvic.. .t. t.h.t. .irport. describ.d in Exh1bit. -8- .11 .t.t..ch.d h.r.t.o .nd ..de . p.rt. h.re01, .ubj.ct. 1c.o t.h. 10110wing t.er_ .nd condi t.ion.. 1. Thio Agr....nt. i. e11ect.iv. Oct.ob.r 1, 1989 .nd .h.ll con1~inue in .11ect. t.h.r..1t..r unl... c.ncelled by eit.her p.r1~y by t.he giving 01 68 d.y. adv.nced writ.t..n not.:lce t.o t.he ot.h.r p~rty. 2. It. i. und.r.t.ood that. .hould COItAIR and Eagle have a con11ict. in t.h. u.. 01 t.he pr..i... or ..rvice. prov:lded, .COltAIR'. requi~nt.. will b. giv.n priority. . 3. COftAfR and Eagle .h.ll aut.ually agr.. on the t.en.nt. work r.quired t.o .ccoaaodat.e "gle and .aid work .h.ll be co.pl.t.ed by aagl. at. Eagle'. ..pen... 4. Eagl. ah.ll be reepon.ible lor t.be repair 01 all da..g. caueed by Eagle and it.. , d1rect.ora, 011ic.r., ag.nt.., cu.to..ra, invit... or gu..t.. ot.her t.hen t.h. da_g. r..ult.ing 1ro., ordinary w.ar and t..ar '~a8ltd by t.b. ua. and occupancy 01 t.h. pre.i... by Eagl.. 5. A. co.pon.at.ion 10r t.b. u.. 01 .a:ld pre.i..., CO"AIR .hall invoic. Ragl. .acb aont.h 10r the 1aci1it.i.. li.t.ed on Exhibit. -A-, COltAIR'. .ct.ual coat. 01 providing, op.r.t.:lng and .aint..1ning ..id 1~~1t.1.. plue a li1t...n p.rc.nt. (15X) .d.1ni.t.r.t.iv. 1... Invoic.. not. p.id with:ln thirty (38) d.y. Iro. rec.ipt. .ball be.r int..r..t. .t. t.he r.t.~ 01 one .nd on. hall perc.nt. (1 1/2X) per aont.h. ~ I ~ A.erican Eagle August 29, 1989 6. As Ico.pensatio~ ~or 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) daYI. ~ro. receipt shall bear interest at the rate o~ one and one hal~ 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 per~or. the services set ~ori~h herein shall be given at the airport during CO"AIR's nor.al working hours prior to the effective date of this agree..nt. Such training shall be coordinated between CO"AIR'. local "anager and the instructor's provided by Eagle. Eagle will rei.burse CO"AIR for all training costs, CO"AIR incur., as a result of training required by Eagle or CO"AIR in accordance with this Agree..nt. Eagle will pro\,ide co.plete sets of any .anuals necessary to conduct such training, and Eagle will .aintain such .anuals or other written instructions in a current .tat. in accor~ance with its nor.al procedures during the ter. of this Agree.ent. Eagle shall provide neces.ary for.., dOCUMents, and training ~or their us.. CO"AIR shall be entitled to rely upon the .anu.als, docu..nts, and other .aterials furni.hed by Carrier a. being correct, current, and applicable "to the service. to be provided under this agree..nt. In case of conflict between CO"AIR's and Eagle's nor.al operating procedures, CO"AIR procedure. will be utilized. 8. Eagle .hall not .ake any alteration. to or i.prove.ents 1n the pre.ises, including but not li.ited to signs and advertising .aterials, without the written approval of CO"AIR. 2 I I . " American Eagle August 29, 1989 9. All notices and co..unications under or with respect to this Agree~nt shail be sufficiently given if sent by United States Registered or Certified "ail addressed a. specified below or to such other address as either party _ay specify to the other in writing during the ter. of this Agree.ent. CO"AIR: Vice President Custo_er Services . CO"AIR, Inc. Great.r Cincinnati Int.l Airport Po.t Office Box 75021 Cincinnati, Ohio 45275 Eagle: Doug Hope "anager - Corporate Real Estate A"R Eagl. "'D IB41 Post Office Box 619616 Dall..' Ft. Worth Airport, Texas 75261 10. This Agr....nt in all r.spects i. Subj.ct to all the cov.nant., t.r.., provisions and conditions of the lease in eff.ct, if any, b.t..en CO"AIR and the Airport Op.rator to the .xtent .nd in the .ann.r .pplicabl. to the pr..i..s de.i..d or ..rvices provided h.r.under, it being und.r.tood that Eagl. i. responsible for the pay.ent of an~ f.e. and charges .s.....d by the Airport for l.nding or use 01 the Airport or Airport faci1itie.. 11. A. Eagle .hall procure and ..int.in in full force and eff.ct during the t.r. of this Agr....nt polici.. of in.uranceJ 01 the type. of cov.rage, in the aini.ua ..ount., in.. co.p.ni.. and und.r t.r_ and condi tiona s.ti.factory to CO"AIR a. follo..e 1. All ri.k hull insuranc. on an agr.ed value basi., not to exceed replac...nt value. 2. Co.pr.hensive general liability (pre.ioe., produ~ta, coapl.ted operations and contractual) covering per.onal and bodily injury and property da.age in the a.ount not 1... than $108,000,000.00 per occurr.nce. 3 i I .. , AMericun Eagle August 29, 1989 3. Worker-. COMpensation for statutory li.its per accident. 4. E.ploy.r-. liability in an a.ount not lee. than 81,000.000.00 p.r accident. 5. Baggage liability in an a.ount not less than $100.000.00 p.r occurrence. 6. Cargo liability in an a.ount not less than .100.000.00 per loss. casualty or disaster. 7. Auto.obile liability $5.000.000.00. insurance 01 B. Eagle shall cause the policies at described in this Agr....nt to b. properly endorsed by Eagle-s underwriters as tollows: insurance duly and insurance 1. As to policies 01 insurance described in Articles 11 A.1. A.2, A.3, A.4, A.~. A.6, A.7, (a> to provide that any waiver ot rights 01 subrogation against other parties by Eagle will not attect the coverage prOvided hereunder with respect to COMAIR; and (b> to prOVide that Eagle's underwriters shall waive all subrogation rights against COMAIR, its director., 01ticer., e.ployee. and agent. without regard to any breach ot .arranty on the part 01 Eagle. 2. As to poliCies 01 insurance described in Articl.. 11 A.2, A.~. A.6. A.7: <a> to provide that COMAIR, its directors, olticers, e.ploy... and agents shall be endors.d as additional na.ed insured parti.s thereunderr and <b> to provide that .aid insurance shall b. pri.ary insuranc.. 3. A. to policies ot insurance described in Article 11 A.2: <a> to provide a eross- liability clause a. though .eparate policies were is.u~-lor COMAIR and Eagle and their respective directors, ollicers, e.ploye.. and agents; and <b> to prOVide contractual liability insurance coverage 10r liability assu.ed by Eagle under this Agree.ent. 4 j I - ~ AMerican Eagle August 29, 1989 4. As to any insurance obtained fro. foreign underwriters, to provide that COKAIR May I Maintain 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 designating 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 Materially altered, changed or aMended by Eagle's insurance underwriters, until after thirty (30) days written notice to COKAIR which thirty (30) days notice shall co..ence to run fro. 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 satisfactory to COKAIR of the aforesaid insurance coverag.s and endor....nts, including certificates certifying that the aforesaid insurance policy or polici.. with the aforesaid li.ite are duly and properly endorsed as aforesaid and are in full force and effect. Initially, this evidence shall be certificates of the policies required hereundor. E. In the event Eagle faila to .aintain in full force and effect any of the insurance and endorse.ents, COftAIR shall have the right (but not the obligation) to procure and .aintain such insurance or any part thereof. The cost of such insurance shall be payable by Eagle to COftAIR upon de.and by COftAIR. 5 ~ I , A.erican Eagle August 29, 1989 11. 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..nd said policies of insurance, which thirty (30) days notice period shall co..ence to run fro. the date notice is actually receivea by COKAIR. A. Eagle shall be liable for and hereby agrees fully to defend, release, discharge, inde.nify, and hold har.le.s COKAIR, its directors, officers, e.ployees and agents fro. and again.t any and all clai.., de.ands, da..ge., liabilitie., actions, cau.e. o~ actions, lo..e., costs and expen.e. of any nature whatsoever (including investigation and witne.. costs and expenses and attorneys' ~ee. and expense.) in any .anner arising out of, connected with, or attributable to this Agree.ent, the perfor.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, equip..nt or facilities at any location, excluding only clai.., de.ands, d..age., liabilities, actions, cau.e. of action, los..., cost. -and expenses resulting fro. the gross negligence or willful .i.conduct of COKAIR, it. directors, officers, agents or e.ployaes. 6 j I .. , American Eagle August 29, 1989 Eagle wi~l do all things necessary to cause and assure, and will cause and assure that Eagle will at all tiaes be and remain in custody and control of any aircraft, equip~ent and facilities of Eagle, and CO"AIR, 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 with all rules, regulations, directives and si.ilar instructions of appropriate govern.ental, judicial and adainistrative entities, including but not liMited to airport authorities, and the Federal Aviation Adainistration (and its successor ag.ncies). C. Other than any warranties speci1ically contained in this Agree..nt, CO"AIR disclaia. and Eagle hereby waives any warranties, expressed or iMplied, oral or written, including but not liaited to any warranty of aerchantability or fitness for int.nded use r~lating to any .quipaent, data, inforMation or servic.. furnished hereund.r. Eagle agr.es that CO"AIR is not liable to Eagl. or any other persons for cons.quential, punitive or special d.aages under any circuastances. 12. A. The .aployees, agents and independent contractors of Eagle are the eaployees, agents and independ.nt contractors of Eagle for all purposes and under no cirCUMstance. shall be d....d to be, or shall be, the ..ploye.., agents or independent contractors of CO"AIR. B. The ..ployees, ag.nts and indep.nd.nt contractors of CO"AIR are the e.ploy..s, agents and independent contractors 01 CQftAIR for all purpos.. and under no circuastanc.. shall be d....d to b., or shall be, the ..ploy.es, ag.nts or independent contractors of Eagle. 7 i I - , American Eagle August 29, 1989 C. Each party 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 arid exclusive liability for the pay.ent of Worker's Co.pensation or Employer's Liability for insurance premiums with respect to such employees, and for the payment of all taxes, contributions or other payments for uneaploy.ent compensation or old age benefits, pensions, annuities or other similar benefits now or hereafter imposed upon employers by any govern.ent or agency thereof having jurisdiction in respect of such employee measured by the wages, salari.s, co.pensation or other r..uneration paid to such eaployees, each party also agrees to aake such payaents and to aake and file all reports and returns and to do everything nec..sary to coaply with the laws i.posing such taxes, contributions or payaents. 13. This Agr....n~ hereby cancel. and super..de. all prior .gr'....n~., 1~ .ny, be~...n ~h. p.r~i.. here~o, 1ns01ar as .aid .gre...n~s hav. re1.r.nce ~o ~he pr..1s.. 1d.n~i!ied in Exhibi~ -A- and ~h. ..rv1c.s d.scr1b.d in Exh1bi~ -8- a~~.ch.d h.re~o and .ad. a par~ her.o!. 8 j I - .. - American Eagle August 29, 1989 If the jEoregoing 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 Presiden1: CustOMer Services, CO"AIR, Inc. , P. O. Box 75021, Cincinnati, Ohio 45275. Sincerely, Linda D. Lander. Vice Pre.ident Cu.to..r Service. COftAIR, Inc. AGREED AND ACCEPTED: Nashville Eagle, Inc. By \. Title Dat. 9 J I .. n. J 'l":1'r-- ~ 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. Rates above includ. 15X adMinistrative 1ee. I - APPENDIX -B- Eagle Handling Services and Charges Key West International Airport Key West, Florida Charges ~to be negotiated between COKAIR and Eagle. ... " ~ I ... , 1'.0. Bux 7:,():!( Cint'innal i. Ohiu 4:".27" (litHi) :,2".:!:.:,o ~\ [A~' AuguElt 30, 1989 tlr. 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 ftonroe and COMAIR, Inc., COftAIR requests permissions to sublease ticket counter and offic:. space to American Eagle. COftAIR is proposing to sublease approximately 88.5 sq. ft. of ticket counter space and 224 sq. ft. of storage trailer space. Should this request meet vith the approval of the County, the sublease viII begin October 1, 1989. A copy of the sublease and handling agreement between COftAIR, Inc. and Nashville Eagle, Inc. will be forwarded to your office by Doug Hope of AMR Eagle after their execution of the document. Should you have any questions or if there is anything else that we need to do to receive the County.s approval for this sublease, please call either myself or Paul Hegedus at (606) 525-2550. SincE.reJ' 7-~1,P-~~ (pK) Timo,.hy E. eis pi rector Customer Services Planning and Development COI'fAIR. Inc. cc: Kerry Hood, COMAIR Customer Service Manager - EYW Doug Hope, ANR Eagl& I . I ... , r;~~ August 30, 1989 Mr. Arthur R. Skelly Key West International Airport 3491 S. ~~oosevelt 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 coopE!ration and consideration is sincerely appreciated. Very truly, '! ( . I i . ( I' '. ~. '. '. . ( N. Doug Hope b...~ Manager Corporate Real Estate AMR Eagle, Inc. MD 1B41-HDQ, (817)355-3906 NDH/dld cc: J. D. W. C. M. A. E. M. Board Nicks Wallace Marudas Hail Ludacer of Monroe County Commissioners i PO 1l0X619616.0AlLASlrT WORTH IX I~;'fil '161n I .. \ ~~~ 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 ll~tter 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 respect:fully 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 live 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 J PO fH))((;l()f;Ih rJ^IIA(~ff J W(I'~II' J)lII';'t,f'U,lh I " 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, -7 I ,.--<.~/. I, f -- 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. g. Hall P. Horton Monroe County Board of Commissioners ~ I - ...,.;.;;..~~.._." .. ~\j '01" US Deparlmenl OIlrQnSpOr'QI.OIl Fctderol Ariotton Admin/stratton , Air Carrier Certificate This certifies that NASHVILLE EAGLEr 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 Iterms. conditions. and limitations contained in the approved operations specifications. This certificate is not transferable and. unless sooner surrendered. suspended, or revoked. shaJl continue in effect indefinitely. By Direcllon ollhe Administrator. CertIficate number: NVEA 997 G (Formerly AT763-269) Effective dalte: np/""pmhpr 1 7 , 1987 ReissUE!d: February 6, 1989 Issued at_~O-.f~O-04..L.-l@sbVi lIe, TN ~)~C) Manager (Title) Flight Standards Division -Soatner.n-Regio.'l (Region/Office) r AA r orm IH30. I B (68'1 -.... J , i ~J ,.:,' ...... ':.l"'~ ~ ",~l. . ~.l \:.." ~ ~~""""""~"'Ofii'-";~"""~!'~~",-~:JU_""~~"";~:'ftR;~~~i'mt'...~ U,,",,,,,,- - ,.,........:1 . '~..e . >>~ ..~.. ..J .