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Resolution 667A-1989 ~ ,~ ~.".' Peter Horton, A.C.A. Division of Community Services RESOLUTION NO. 667A_1989 A RESOLUTION OF THE BOARD OF COUNTY COMMIS- SIONERS OF MONROE COUNTY, FLORIDA, APPROVING A SUB-LEASE AGREEMENT BETWEEN AIRWAYS INTERNA- TIONAL, INC. AND NASHVILLE EAGLE, INC. D/B/ A AMERICAN EAGLE CONCERNING COUNTER SPACE AT THE MARATHON AIRPORT. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, that the Board hereby approves a sub-lease agreement between Airways International, Inc. and Nashville Eagle, Inc. d/b/a American Eagle, a copy of same being attached hereto and made a part hereof, concerning counter space at the Marathon Airport. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the J..:;2:t day of -Ahll&.w.be..t- , A.D. 1989. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA BY, ~c~ -[J OR/ CHA RMAN (Seal) Attest: DANNY L. KOLHAGE, ClerK .'t(! MfIROVED AS TO FORM ANDLEGALSUFAC~NC~ ~Al tfJf~/ Afto ('y' Office BY l N-JOBKOW ~"~\JiJ -ij ~ I I ~"\:fQ o t: (d 9l Am 69. .J .],:1(.1 j Q311:! .' AGREEMENT OF SUBLEASE SUBLEASE, dated as of November 15th, 1989, between Airways International, Inc. (hereinafter called "Airways International" and Nashville Eagle, Inc. d/b/a American Eagle (hereinafter called "Sublessee") ; N.ITNE~~ETtl_ WHEREAS,by Contract for the Lease of Premises effective as of May 23, 1989, as amended (hereinafter called the "Base Lease") Airways International leases from the Monroe County Board of County Commissioner of Monroe County, Florida (hereinafter called "Landlord") certain premises at the Marathon Airport in Marathon, Florida (hereinafter called "Airport"); and WHEREAS, Airways International is willing to sublease certain of its space in the Terminal to Sublessee under the terms and conditions hereinafter set forth; NOW, THEREFORE, Airways International and Sublessee agree as follows: Section 1 - Premises Airways International hereby subleases to Sublessee and Sublessee hereby hire and takes from Airways International approximately 124 square feet of Airways International's ticket counter space and approximately 60 sq. ft. of office space and 336 sq. ft. of covered space in the Terminal located substantially as shown outlined in Exhibit "A" attached hereto and made a part hereof (hereinafter called "Demised Premises"). Sublease shall have unobstructed right of ingress and egress to the demised premises. Section 2 - Term The term of the sublease shall commence on November 15th, 1989 and shall automatically extend month-to-month, subject to cancellation by either party upon 90 days advance written notice to the other. Section 3 - Use During the term hereof, Sublessee shall use and occupy the Demised Premises for Airline Ticketing and operation Purposes and for no other purpose. Section 4 - Rent As rental for the Demised Premises Sublessee shall pay Airways International at the rate of $7,560.00 per annum, without set-off or deduction, in equal monthly installments of $630.00 due and payable in advance on the first day of each month during the term hereof. In the event the Airport lease rates increase, Airways International shall. be entitled to adjust the base rental to reflect increased rental to Airways International under the Base Lease. Rentals shall be billed to Sublessee at the address shown in Section 19, unless Airways International is notified otherwise. Section 5 - utilities and Services Airways International will Furnished the Demised Premises with the following services to the extent that they are furnished to Airways International: (a) Electricity presently supplied the Demised Premises will be continued during the term hereof. (b) Heating and air-conditioning as presently supplied will be continued during the term hereof. (c) Airways International will supply Sublessee with all other utilities, such as gas and water. Section 6 - Maintenance Sublessee accepts the Demised Premises in their present condition and repair, AS-IS and acknowledges that, except as otherwise contained herein, Airways International has not made representations with respect thereto. The Sublessee, at its soles cost and expense, shall keep the Demised Premises in a clean, neat and orderly condition at all times. Further, Sublessee shall, at its own expense, make all necessary interior non-structural repairs to the Demised Premises so as to maintain the Demised premisei in good order and condition, reasonable wear and tear excepted. In the event that Sublessee fails to make any required repair within 10 days after receiving written notice from Airways International that such repair is needed, or in the event that Sublessee fails within 10 days to commence and thereafter diligently complete such repair, Airways International may, without being obliged so to do, make such repairs and Sublessee shall thereafter promptly reimburse Airways International for all expense incurred on account thereof. Section 8 - Alterations Sublessee may not make any alteration, addition or improvement to the leased premises, without the prior written approval of Airways International and the Landlord. All permanent alterations, additions or improvements upon the Demised Premises shall, unless Airways International elects otherwise, become the property of Airways International throughout the term of the Base Lease and shall remain upon and be surrendered with the Demised Premises upon the expiration of this Sublease or any extension thereof. In the event Airways International shall elect otherwise, then such alterations, addition or improvements made by Sublessee upon the Demised Premises as Airways International shall elect shall be removed by Sublessee prior to expiration of the term of this Sublease at its own cost and expense and Sublessee shall repair any damage to the Demised Premises incurred thereby and restore the Demised Premises to its condition prior to subleasing said Demised Premises, excepting only reasonable wear and tear. Section 9 - Right of Entry Airways International shall have the right to enter the Demised Premises to (i) perform inspections, and (ii) gain access to and egress from those portions of the premises not leased to Sublessee hereunder and to perform such functions as may be necessary for its maintenance and operation thereof. Section 10 - Statutes and Ordinances Sublessee will comply with all federal, state, county and municipal statutes and ordinances and with all rules, regulations, orders and directive of the Government applicable to the Demised Premises or to Sublessee's use or occupancy thereof and perform, at its own expenses, all obligations imposed thereby. Section 11 - Destruction of Demised Premises If the Demised Premises are destroyed or damaged so as to become wholly or substantially untenable by reason of fire or other casualty, Airways International may elect to terminate this Sublease as of the date of the destruction or damage, or repair the Demised Premises and equitably abate the rent payable hereunder to the extent Airways International's rent is abated by the Landlord. Section 12 - Indemnity Sublessee hereby releases and will defend, indemnify and hold Airways International and the Landlord, their respective officers, directors, agents and employees, harmless from and against and all liability, claims, causes of action, suits, liens, losses, loss of use, damages, costs and expenses (including legal T fees and costs associated therewith) which may be suffered by, accrue against, be charged to or recoverable from Airways International or th~ Landlord, their respective officers, directors, agents or employees by reason of loss of or damage to property, or injury to or death of any person, arising out of in any manner connected with (a) the failure of Sublessee, its agents, servants, or employees to keep, perform or observe any covenant or condition hereof, or (b) the use or occupancy of the Demised Premises by Sublessee, its agents, servants, employees or invitees, unless caused by the negligence or willful misconduct of Airways International. ~ Section 13 - Insurance Sublessee, at its own cost and expense, shall maintain with insurers of recognized responsibility, during the term of this agreement the following coverage: (i) Comprehensive Airline Liability insurance including but not limited to Comprehensive General Liability, and Automobile Liability coverages in an amount not less than $10,000,000 bodily injury and property damage combined single limit, and (ii) all risk property insurance covering loss of or damage to property of the Sublessee Sublessee in an amount at least equal to the value of such property. The liability policies shall a) name Airways International and the Landlord as additional insureds, b) be primary without right of contribution from any insurance carried by Airways International or the Landlord hereunder, and c) provide for 30 days written notice prior to cancellation or material change. Sublessee shall also maintain Workers' Compensation and Employer's Liability coverage as may be required by law. Certificates evidencing the above coverages and special endorsements shall be provided Airways International and the Landlord on a timely basis thereafter. Sections 14 - Applicability of Base Lease Sublessee acknowledges and agrees that this Sublease shall be in all respects subject and subordinate to the Base Lease. Nothing contained in this Sublease shall be deemded to confer upon Sublessee any rights which are in conflict with the Base Lease, as the same may be altered or amended from time to time. Sublessee shall not do or permit to be done any act or thing which would contravene the terms of the Base Lease, and the Base Lease shall govern in the event of a conflict with this Sublease. In the event that, for whatever reason, the Base Lease is cancelled or terminated, the term of this Sublease shall automatically terminate simultaneously therewith. Section 15 - Termination In the event that Sublessee shall remain in default of any of the terms, conditions or covenants herein contained for ten (10 days after receipt of written notice form Airways International demanding that such default be cured, unless Sublessee has commenced a cure within ten (10) days and thereafter diligently prosecutes its cure, Airways International may (i) terminate the Sublease and enter and occupy the Demised Premises and remove all persons therefrom, either by suitable proceedings at law or otherwise, or (ii) give Sublessee written notice of Airways International's elections to end the term of this Sublease in which event the term of this Sublease shall expire on the day specified in such notice. Section 16 - Surrender of Premises At the expiration or earlier termination of this Sublease, Sublessee shall surrender the Demised Premises to Airways International in good condition, broom, clean, reasonable wear and tear excepted. Section 17 - Assiqnment and Sublease Sublessee shall not assign this Sublease or any right hereunder or sublet the Demised Premises during the term of this Sublease. Section 19 - Notices Any notice that under the terms of this sublease must be given by either of the parties hereto shall be in writing and shall be deemed sUfficiently given if sent by mail as follows: (a) When to Nashville Eagle Inc. d/b/a American Eagle: ATTN: AMR Eagle, Inc. John Nicks, V. P. Administration Nashville Eagle, Inc. d/b/a American Eagle MD 1B41 P. o. Box 619616 Dallas/Fort Worth Airport, TX 75161-9616 (b) When to Airways International, Inc. 474 Hunting Lodge Drive - Miami Springs, Florida 33166 Section 20 - Approval By This Sublease is conditioned upon written consent being obtained from the Landlord. In the event the Landlord does not give its consent either of the undersigned parties may, at its option, rescind its signature and this Sublease shall thereafter be of no force or effect. IN WITNESS WHEREOF, the parties do hereto have executed this Agreement as of the dates shown below. Sublessee: Nashville Eagle, Inc. d/b/a American Eagle , , " I :, _,' _, -_."_ _._._" , .J By: W. C. Wallace Title: President Date: Airways International, Inc. By: J, t ~i. ~J ;. j .~. , ,/ Title: ~ " I ~__.. \ I" ~. '\ _ , Date: . - ).; , \ ~.' \ A:AWAYSUB AIRCRAFT GROUND SERVICE AGREEMENT , Now on this 5th day of October, 1989 this Aircraft Ground Services Agreement (hereinafter, AGREEMENT) is entered into between Airways International, Inc. (hereinafter, Airways, International) and Nashville Eagle, Inc. d/b/a American Eagle (hereinafter, Carrier). WHEREAS, Carrier is desirous of having Airways International perform certain Aircraft Ground Handling Services for Carrier at the Marathon Airport in Marathon, Florida (hereinafter, Airport). Wherein, Airways International is willing to perform such Aircraft Ground Handling Services for Carrier on the terms and conditions set forth below. NOW, THEREFORE, for and in consideration of the mutual covenants herein contained Airways International and Carrier hereby agree as follows: 1. Term This Agreement becomes effective as of 1st day of December, 1989 and continues until cancelled by either party by at least ninety (90) days written notice to the other party at the addresses set forth herein. 2. Indemnification Carrier agrees to defend, indemnify, and hold harmless Airways International, its officers, agents and employees from and against any and all claims, liabilities, loss, damages, costs or expense which Airways International may hereafter incur, suffer or be required to pay by reason of damage to property or injury to or death of persons (except for injury to or death of Airways International employees incurred in the performance of their duties and for which worker's compensation is normally recoverable) arising out of the performance or non-performance by Airways International of the services provided hereunder, but excluding those attributable in whole or in part to the negligence or willful misconduct of Airways International, its officers, agents or employees. Indemnification (Cont'd) An insurance policy containing the above indemnification provisions shall be obtained from a company or companies acceptable to Airways International and with limits of liability, exclusions, and deductibles satisfactory to Airways International. Carrier shall maintain public liability insurance in the amount of $10,000,000. The certificates of insurance shall a) name Airways International as an additional insured, b) state that the insurance coverage is effective without any right of contribution from any other insurance which is carried by Airways International, and c) include a commitment to give Airways International not less than thirty (30) days prior written notice in the event of cancellation or a material change in coverage. 3. Amendments The parties to this Agreement may amend it at any time, but only by written agreement signed by both parties. 4. Force Maieure Airways International shall not be liable for any delay or failure to render services under this Agreement directly or indirectly caused by, resulting from, or due to causes beyond its reasonable control, including, but not limited to, acts of God or the public enemy, war, insurrections or riots, fires, floods, epidemics, quarantine restrictions, severe weather, explosions, accidents, governmental priorities or allocations, strikes or labor disputes, or enactment of any law, ordinance, regulation, ruling, or order directly or indirectly interfering with or rendering more burdensome the rendering of services under this Agreement. Notices Notices to each party shall be addressed as follows: , Carrier: Nashville Eagle, Inc. d/b/a American Eagle ATTN: President P. o. Box 619616 MD 1B41 DFW Airport, TX 75261-9616 Airways International, Inc. ATTN: President 474 Hunting Lodge Drive Miami Springs, Florida 33166 6. No covenant, term or condition or the breach thereof shall be deemed waived by either party, unless such waiver shall be in writing signed by an authorized representative of the party against whom the claim of waiver is asserted. 7. Applicable Law This agreement shall be governed by and construed in accordance with the laws of the State of Florida. 8. Prior Aqreements This Agreement contains the complete, final, and exclusive Agreement between Airways International and Carrier concerning its subject matter, and supersedes any prior written or oral agreement between the parties with respect to the subject matter covered under this Agreement. 9. Consents. Etc This Agreement shall be subject to all necessary consents and approvals by any local, state or federal authority having jurisdiction. In the event,_ the Monroe County Board of County Commissioners, and/or the Marathon Airport do not approve and consent to this agreement, then this agreement shall become null and void. 10. Taxes, Fees and Other Charqes Except for taxes based upon income or net profit of Airways International, Carrier shall pay to Airways Internationl upon demand any and all taxes, licenses, fees, assessments, and penalties thereon, if any, if such penalties are attributable to the actions of Carrier, (including, without limitation, any and all taxes, assessments or charges based upon gross receipts, any and all fees required to be paid under any applicable licenses, leases or agreements), in any manner levied, assessed or imposed upon Airways International by any governmental authority or agency thereof having jurisdiction including, without limitation, the airport authority having jurisdiction over the Airport, as a result of or attributed to the performance of any service, or the sale of any Carrier product, by Airways International for or to Carrier under or pursuant to this Agreement; provided, however, Carrier may at its own cost and expense, protest or otherwise contest the validity or application of any licenses, fees and assessments. 11. Sales Promotions and other Special Events Each party will conduct its business, and control its agents, employees, customers, contractors and invitees in such a manner as not to create any nuisance, interfere with, annoy or disturb the other party. 12. Assiqnment Neither party may assign its rights or delegate the performance of any duty hereunder without the prior written consent of the other party. 13. Captions The captions appearing in this Agreement have been inserted as a matter of convenience and in no way define, limit, enlarge, or affect the scope of this Agreement or any of its provisions. 14. Separability Any provision-of this Agreement which may be determined by a court or an administrative body of competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 15. SUb-Contracting of Services Airways International is entitled to delegate any of the agreed services to subcontractors with Carrier's consent, which consent shall not be unreasonable withheld, it being understood that, in this case, Airways International shall nevertheless be responsible to Carrier for the proper rendering of such services as if they had been performed by Airways International itself. 16. Default (a) If Carrier refuses to make any of the required payments referenced in this Agreement within the time specified, or fails to perform any covenant or agreement contained herein, Airways International may terminate all services under this Agreement and cancel this Agreement upon Ten (10) days written notice, without prejudice to its right to seek appropriate damages from Carrier for its default. Interest shall accrue on all amounts which remain unpaid by Carrier on the 31st day following the date of invoice from Airways International to at the rate of one and one-half percent (1 1/2%) per month. (b) The following events shall constitute non-exclusive events of default: (i) if Carrier shall fail to perform any covenant or agreement contained herein and such failure shall continue for ten (10) days after written notice has been given by Airways International to Carrier; or (ii) if Carrier fails to pay any amount due hereunder within the time prescribed; or (iii) if either party becomes insolvent (the "Defaulting Party"). If the other party (the "Insecure Party") has evidence that: (I) the Defaulting Party is not paying its bills when due without just cause; (II) the Defaulting Party takes any steps leading to its cessation as a going concern; or (III) the Defaulting Party either ceases or suspends operations for reasons other than a strike; then the "Insecure Party" may immediately terminate this Agreement on notice to the Defaulting Party, unless the Defaulting Party immediately give adequate assurance of future performance of this Agreement by establishing an irrevocable Letter of Credit issued by a Bank acceptable to the Insecure Party on terms and conditions acceptable to the Insecure Party, and in the amount sufficient to cover all amounts potentially due from the Defaulting Party under this Agreement. The Letter of Credit will provide that the Insecure Party may draw upon the Letter of Credit if the Defaulting Party does not fulfill its obligations under this Agreement in a timely manner. If the Defaulting Party becomes involved in a bankruptcy proceeding and if this Agreement has not otherwise been terminated, then the Insecure Party may suspend all further performance of this Agreement until the default pursuant to Section 365 of the United States Bankruptcy Code (11 U. S. C.$ 365) or any successor provisions or statute thereto. Any such suspension of further performance by the Insecure Party pending the Defaulting Party's assumption or rejection and such termination will not affect the Insecure Party's rights under this Agreement or otherwise. (c) Except as specifically provided herein, the remedies in this Agreement shall not be deemed exclusive but shall be cumulative. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates shown below. Airways International, Inc. l By: J 1'1" Title: t~' ; .. '. 1!.,,;, Date: , , , .J .:.. , \', carrier: Airline Name: Nashville Eagle, Inc. d/b/a American Eagle By: :, ,..' - ',-~_._- W. C. Wallace Title: President Date: / c:GRNDSVC EXHIBIT I AGREEMENT BETWEEN ~ , Airways International, Inc. AND Nashville Eagle, Inc. d/b/a American Eagle (Carrier) EFFECTIVE: November 15th, 1989 LOCATION: 1. Services Based on Carrier's plan to operate British Aerospace Jetstream 31B aircraft on the attached schedule (Exhibit IA), Airways International will provide the following services: aircraft load/unload baggage make-up transportation of passenger baggage, freight, and mail between aircraft and appropriate airport locations aircraft marshall and push out turn cabin cleaning lavatory and water service curbside baggage check-in ground power on request Airways International represents and warrants that it will perform all service under this agreement in a quality and workmaklike manner. Airways further agrees to maintain proper and adequate employees staffed to provide Carrier with the services set forth in this agreement. Airways International agrees to provide the service pursuant to this agreement in a prompt and timely manner and will use its best effort to ground handle the Carriers aircraft to ensure that no delays occur that pertain to the service rendered under this agreement. 2. Compensation A. For services as indicated above and performed on Carrier's behalf, Carrier shall pay as followsl a) Thirty dollars ($30.00) per turn. A turn is defined as one aircraft arrival and departure. Carrier shall pay Airways International 50% of the per turn rates for any cancellations, unless four (4) hours notioe of a cancellation is given to Airway. Int~rnational, in which case, Carrier will not be responsible for any per turn charges. "Notwithstanding the foregoing carrier shall be obligated to pay Airways International, Inc. a minimum daily fee of $75~00 per day under this Agreement but only in the event the sums due for turn set forth above are less than $75.00 per day on any given da~. This daily minimum is to compensate Airways International, Inc. for maintaining staff to support carrier under this Agreement." B.1 All amounts payable by Carrier to Airways International hereunder, and/or for additional service rendered, including regular service charges and any special items, shall be billed monthly and such amounts will be due and payable within twenty (20) days of Carrier's receipt of same. Carrier shall also be responsible for all taxes, fees and other charges specified in Paragraph 10 of the Agreement. 3. Scheduling A. Carrier will inform Airways International of any proposed schedule changes thirty (30) days in advance of said schedule change and prior to implementation. B. It is understood that scheduling priority will at all times be given to Carrier's flights. In the event that any flight or flights in the schedule proposed by Carrier conflicts with Airways International scheduled flights, then Airways International shall notify Carrier of the scheduling conflict within ten (10) days of its receipt of the notice from Carrier of the proposed schedule and the parties shall work together to resolve the conflict. In the event the conflict can not be resolved, then Carrier will have the right to ground handle it's own aircraft and Airways International shall not be entitled to a per turn charge from Carrier. 4. Equipment Carrier is to provide any unique equipment necessary and/or equipment not normally utilized by Airways International for their operation or equipment which may be required for Carrier's operation in excess of Airways International's schedule requirements. 5. Training A. Carrier will coordinate with Airways International all training requirements deemed essential by Airways International in the performance of services hereunder. . 6. Identification Subject to Airways International's approval (which approval shall not unrQasonably be withheld), Carrier may install its own corporate identification. All signs or other means of identification will be provided for by Carrier at its sole expense. Carrier will pay for or reimburse Airways International for any and all charges incurred for the display of Carrier identification or removal or movement of Airways International equipment or material or displays and further agrees to pay for or reimburse Airways International for any an all charges incurred in the restoration of said premises that was modified or altered due to Carriers operations.