11/01/1989
Peter Horton, A.C.A.
Division of Community Services
RESOLUTION NO. 667A_l989
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..!Zt day of ~ IIe..lItt he.r , A.D. 1989.
, BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
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BY: tk(~
V OR/C
(Seal)
Attest: DAI':JNY :I,:.:,:-=IAGE, Clerk
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AfIMOVfD AS TO FORM
AND LEGAL SUFFICIENCY,
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BY --:;;tf:,%"t\s Offi&e' I
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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 call~d
"Sublessee") ;
WIT H ~ Q S ~ T H _
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WHEREAS,by Contract for the Lease of Premises effective as of
May 23, 1989, as amended (hereinafter called the "Base Leasell)
Airways International leases from the Monroe County Board of
,
County Commissioner of Monroe County, Florida (hereinafter called
"Landlordll) certain premises at the Marathon Airport in Marathon,
Florida (hereinafter called "Airport"); and
WHEREAS, Airways International is willing to sublease certain of
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its space in the Terminal. to Sublessee under the terms and
conditions hereinafter set forth;
NOW, THEREFORE, .~irways International and Sublessee agree as
follows:
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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
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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
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other purpose.
Section 4 - Rent
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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
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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:
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(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.
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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, nea~
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
Premises 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 1S 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.
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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
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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 Suble~se 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 ~hall be
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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 - Riqht of Entry
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Airways International shall have the right to enter the Demised
Premises to (i) perform inspections, and (ii) gain access to and
egress from thos~ portions of the premises not leased to Sublessee
hereunder and to perform such functions as may be necessary for
its maintenance and operation thereof.
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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
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wholly or substantially untenable by reason of fire or other
casl1alty, 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
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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 ~iability, claims, causes of action, suits, liens,
losses, loss of use, damages, costs and expenses (including legal
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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.
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section 13 - InsuranGg
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
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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.
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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
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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
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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
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Sublease and enter and oc~upy 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 ~lections to end the term of this Sublease in
which event the term of this Sublease shall expire on the day
specified in such notice.
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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.
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Scction 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
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(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.
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Sublessee:
Nashville Eagle, Inc. d/b/a American Eagle
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By: W. C. Wallace
Title: President
Date:
Airways International, Inc.
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By:
t, IIi J"i , ~ t~.
Title:
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Date:
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A:AWAYSUB
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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 Airw?ys 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 _o~ in part to the negligence or willful
misconduct of Airways International, its officers, agents or
employees.
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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.
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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
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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.
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10. Taxes, Fees and Other Charges
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
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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.
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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.
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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 in~oice 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:
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(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 per~ormance 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.
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(c) Except as specifically provided herein, the remedies in this
Agreement shall not be deemed exclusive but shall be
cumulative.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the dates shown below.
Airways International, Inc.
By:
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Title:
t' ._' .,.'
Date:
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carrier:
Airline Name: Nashville Eagle, Inc. d/b/a American Eagle
By: I, . _
W. C. Wallace
Title:
President
Date:
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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.
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2. Compensation
A. For services as indicated above and performed on
Carrier's behalf;' Carrier shall pay as follows:
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 notice of a
~ancellation is given to Airway~ International, in
which case, Carrier will not be responsible for
any per turn charges.
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"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.
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6. Identification
Subject to Airways International's approval (which approval
shall not unreasonably 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.
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