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HomeMy WebLinkAboutECAT13-025 Air Canada Revocable License I EAGLE COUNTY AIRPORT v- office:970 328 2680 x ': fax 970.328.2687 Email:ecair @eaglecounty.us www.eaglecounty.us ... EAGLE COUNTY Regional Airport Sal Ciotti November 8, 2013 Senior Director of Corporate Real Estate Air Canada YUL 1232 PO Box 14000, Station Airport Dorval, QC H4Y 1H4 Re:Revocable License for Use of Eagle County Regional Airport Terminal Property Dear Mr. Ciotti: This letter shall serve to memorialize our understanding of the terms and conditions regarding Air Canada's use of Eagle County Regional Airport(Airport) for the upcoming 2013/2014 season. This letter shall also serve as Eagle County Air Terminal Corporation's (ECAT) grant of a non-exclusive and revocable license for use of the Terminal Building(Terminal) which is operated by ECAT and located at the Airport upon your concurrence of the terms and conditions herein. This letter shall be in lieu of a Terminal Building Lease with ECAT, and includes a 30%non-signatory premium. We are excited to welcome Air Canada to one of the premiere destination spots in the world. Grant of Permission In consideration of Air Canada's agreements herein, ECAT gives permission to Air Canada or any of its affiliates(as pre-approved in writing by ECAT), revocable and terminable as provided hereinafter, to enter onto the areas identified immediately below and any public areas and public facilities of the Terminal. Air Canada, its employees, passengers, guests, patrons, and invitees shall have the right to use 400 square feet of counter space, 150 square feet of office space, shared gate space at Gates 4 and 5, along with associated holding areas, gate hardware and software management system, and common areas of the Terminal. The amount of such space is approximated and shown generally on the attached Exhibit A. Air Canada shall have the right, but subject to the lawful, reasonable, and non-discriminatory Rules and Regulations adopted by ECAT that may be amended, modified or supplemented from time-to-time,to operate an air transportation business for the carriage of persons, property and cargo, including all activities reasonably necessary for such operations. Any amendments, modifications, or supplements will become effective after they are provided to Air Canada. Such permission is non-exclusive and it is understood and agreed that nothing herein contained shall be construed to grant to Air Canada any exclusive right or privilege except for use of the counter, office space, holding areas and common areas set forth above. P.O. Box 850•Eagle,Colorado 81631 � a EAGLE COUNTY AIRPORT office:970.328.2680 fax:970.328.2687 Email:ecair @eaglecounty.us www.eaglecounty.us COUNTY Regional Airport Consideration For the use of the Terminal and the Airport facilities, Air Canada agrees to pay a per-turn fee of$1196.00 (USD). Such payment will be made monthly, based on the activity of the past month. A report specifying the number of aircraft landings, dates of arrival and the number of deplaned and enplaned passengers on each arriving/departing flight will be provided to ECAT by Air Canada by the fifth (5th) day of each month that air service is provided. In the event Air Canada fails to make payments within fifteen days following receipt of invoice, then Air Canada shall pay to ECAT, upon written notice to Air Canada, a service charge equal to two per cent (2%) per month of the outstanding amounts. By Air Canada's acceptance and execution of this license, Air Canada acknowledges that the Airport imposes and collects FAA approved Passenger Facilities Charges (PFCs) subject to terms and conditions and such method of collection as set forth in the Aviation Safety and Capacity Expansion Act of 1990, as amended. Payment of PFCs will be in addition to the consideration set forth above. PFCs will be remitted to ECAT no later than the last day of the month following the month in which the PFC amount was collected by Air Canada. Air Canada acknowledges and agrees that all PFCs collected by it or its agents shall be held in trust by Air Canada for the benefit of ECAT. This revocable license is granted by ECAT for the use of the Terminal and the Airport facilities. Use of runways, ramps, taxiways, aprons or other facilities upon the Airport may be subject to other non- discriminatory fees charged by Eagle County, including landing fees and de-icing charges. The current rate for landing fees is $3.86/thousand pounds of landed gross weight for non-signatory air carriers. However, landing fees will be waived for the term of this revocable license for Air Canada as a new flight incentive provided by Eagle County. Air Canada agrees to pay all other applicable charges in a timely manner. Such charges and fees shall be in addition to the other consideration set forth above. Air Canada acknowledges that it will not be entitled to any portion of net concession revenue that is annually refunded to signatory airlines with existing Terminal Building Leases with ECAT. Air Canada shall obtain and pay for all licenses, fees, permits or other authorization or charges as required under federal, state or local laws and regulations insofar as they are necessary to comply with the privileges extended hereunder. Term The term of the revocable license shall be one (1)year, from December 14, 2013 until December 13, 2014. Notwithstanding this term, either party may terminate this license, with or without cause, upon thirty(30) days written notice. Payment, indemnification and liability obligations set forth in this letter shall survive the termination of this license, but only as they relate to incidents and obligations that occurred prior to the effective date of termination. P.O. Box 850 • Eagle,Colorado 81631 EAGLE COUNTY AIRPORT office:970.328.2680 ` s fax:970.328.2687 Email:ecair @eaglecounty.us www.eaglecounty.us EAGLE COUNTY Regional Airport If Air Canada wishes to renew this revocable license for an additional year, it shall give ECAT written notice of the request for renewal no later than sixty(60)days before the last day of the term of this revocable license. Any such renewal is subject to the same conditions as outlined in this revocable license with the exception of the fees payable to ECAT which may be renegotiated between the parties. Improvements Air Canada shall keep its counter and office space in good, orderly condition. Air Canada will maintain the aircraft ramp space used in connection with the Terminal operations in a neat, clean, and orderly condition, free from litter, debris, refuse, petroleum products or grease. Air Canada shall make no alterations, additions, improvements to, or installation on any areas without the prior approval of the Airport Director or his designee, which approval shall not be unreasonably withheld. ECAT shall provide reasonable gate hardware/software management system for air carrier operations. Insurance Air Canada shall maintain liability insurance for the protection of Air Canada and ECAT, Eagle County, their commissioners, directors, officers, agents and employees, insuring against damages because of personal injury, bodily injury, death, property damage, including loss of use thereof, and arising out of any operation of Air Canada in connection with this license. Such insurance shall name ECAT and Eagle County as additional insureds with the stipulation that this insurance, as to the interests of ECAT and Eagle County only, shall not be invalidated by any act or neglect or breach by Air Canada, so long as ECAT or Eagle County has not caused, contributed to or knowingly condoned the act, neglect or breach. The coverage provided shall be primary coverage and any insurance carried by ECAT and Eagle County is excess. The insurance shall be in the minimum amounts set forth in the attached Exhibit B. Air Canada shall furnish ECAT, prior to flight operations, a certificate of insurance as evidence that the then required amounts and types of such insurance are in force. Indemnifications Air Canada shall indemnify, defend and hold harmless ECAT and Eagle County, their commissioners, directors, officers, agents and employees, individually or collectively, from and against any and all claims, actions, damages, loss and liability, together with all reasonable expenses incident to the investigation and defense thereof claimed by anyone by reason of injury or damage to persons or property sustained in whole or in part as a result of a negligent act or omission of Air Canada, its officers, agents or employees, contractors, subcontractors, or by anyone acting pursuant to the express or implied authority or permission of Air Canada arising out of, or incident to, the operation of Air Canada at the Terminal and Airport, including but not limited to: operations on or about the runways, taxiways, and aprons, and any actions in the Terminal pursuant to this P.O. Box 850 • Eagle, Colorado 81631 EAGLE COUNTY AIRPORT office:970.328.2680 fax 970.328.2687 Email:ecair @eaglecounty.us ' www.eaglecounty.us EAGLE COUNTY Regional Airport license. This indemnification shall exclude claims or actions arising out of the negligence or willful act of ECAT or Eagle County, their commissioners, officers, agents or employees. Rules and Regulations Air Canada shall observe and obey all applicable regulations of ECAT and Eagle County, the US federal government, or the State of Colorado governing conduct on and operations at the Terminal and Airport properties. ECAT agrees that all regulations it shall promulgate will be non-discriminatory and not inconsistent with the express terms of this license. Assignment and Subletting Air Canada shall not assign this license or any of the privileges herein without the prior written consent of ECAT. With the prior written approval of ECAT (which shall not be unreasonably withheld), Air Canada shall have the right to assign all or any part of this license and interest hereunder to an affiliate of Air Canada or any successor to its business though merger, consolidation, voluntary sale or transfer. Governing Law This license and all disputes arising hereunder shall be governed by the laws of the State of Colorado and venue shall be in the State of Colorado. Subordination to Agreements with the U.S. Government This license shall be subject and subordinate to the provisions of any agreements heretofore or hereafter made between ECAT or the Airport and the United States, relative to the operation or maintenance of the Terminal or the expenditure of federal funds for the improvement or development of the Terminal. Attorney Fees In the event any action or proceeding is brought to collect sums due or to become due hereunder or any portion thereof or to enforce compliance with this license, the losing party agrees to pay to the prevailing party such fees, including attorney fees, and costs as the court may judge reasonable in such action or proceeding, and in any appeal therefrom. P.O. Box 850 • Eagle, Colorado 81631 J • F EAGLE COUNTY AIRPORT � : ,; office:970.328.2680 fax: 970.328.2687 ' Email:ecair @eaglecounty.us lk www.eaglecounty.us EAGLE COUNTY Regional Airport ACKNOWLEDGEMENT AND AGREEMENT I have read and do hereby acknowledge and agree to the terms and conditions set forth in this revocable license for use of the Eagle C unty Regional Airport and the ECAT Terminal Building property. Signed: (mil . APPROVED as to Law Print Name: b 1( ' j- 3,6 Date: 40°' __ �y P.O. 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AIRLINE Liability Insurance — Insurance limits of liability for AIRLINE shall be determined by the capacity in passenger seats of the largest aircraft in AIRLINE's fleet as indicated below. Insurance limits of liability for each of AIRLINE's AFFILIATES shall be determined by the capacity in passenger seats of the largest aircraft in each AFFILIATE'S fleet as indicated below: 1. Not less than one hundred fifty million dollars ($150,000,000) per occurrence for airlines operating aircraft of one hundred (100) seats or more; 2. Not less than one hundred million dollars ($100,000,000) per occurrence for airlines operating aircraft of between sixty (60) and ninety-nine (99) seats; 3. Not less than fifty million dollars ($50,000,000) per occurrence for airlines operating aircraft of between twenty (20) and fifty-nine (59) seats; Personal injury not less than twenty-five million dollars ($25,000,000) per occurrence and in the annual aggregate with respect to passengers; 4. Not less than twenty million dollars ($20,000,000) per occurrence for airlines operating aircraft of nineteen (19) or fewer seats. B. Han gar Keepers Liability Insurance (If Applicable) in an amount adequate to cover any non-owned property in the care, custody and control of AIRLINE on the Airport, but in any event in an amount not less than five million dollars ($5,000,000). C. Automobile Liability Insurance in an amount adequate to cover automobile insurance while on Airport property in an amount not less than one million dollars ($1,000,000) per person per occurrence. D. Liquor Liability Insurance (If Applicable) for any facility of AIRLINE serving alcoholic beverages on the AIRPORT in an amount not less than ten million dollars ($10,000,000) per occurrence. E. W orkers' Compensation Insurance and Employer's Liability Insurance with coverage and in amounts as required by the laws of Colorado. EXHIBIT - B