HomeMy WebLinkAboutECAT17-003 Air Canada License AgreementEAGLE COUNTY AIRPORT
office: 970.329.26BO
fax: 970.328.2687
Email: ecair@eaglecounty.us
www.eaglecounty.us
Amos Kazzaz
Senior VP of Financial Planning & Analysis
Air Canada
YUL 1232
PO Box 14000, Station Airport
Dorval, QC 114Y I H4
EAGLE COUNTY
Regional Airport
February 3, 2017
Re: Revocable License for Use oJEagle County Regional Airport Terminal Property
Dear Mr. Kazzaz:
This letter shall serve to memorialize our understanding of the terms and conditions regarding Air Canada's use
of Eagle County Regional Airport (the "Airport") for the upcoming 2016/2017 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 (the "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 once again 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 and 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 affiliates (as pre -approved in writing by ECAT), 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, 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 and any of its affiliates, (as pre -approved in writing by ECAT), 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 to these Rules and Regulations 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.
Consideration
P.O. Box 850 ■ Eagle, Colorado 81631
ECAT17-003
EAGLE C7UNTY AiRPORT
office: 970.328.2680
fax: 970.328.2687
Email. ecair@eaglecounty.us
www.eaglecounty.us
L- 1_r r-()Ui 1TV
Regional Airport
For the use of the Terminal and the Airport facilities, Air Canada agrees to pay a per -turn fee of $1196.00
(USD), inclusive of any applicable sales and use taxes. Air Canada will not be responsible for any taxes based
upon. ECAT's net or gross income or net or gross receipts, or taxes which are capital, property, doing business,
excess profit, net worth or franchise, or any other similar taxes or charges (including interest and penalties
thereon). 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 SCAT by Air Canada by the fifth (5t) day of each month that air
service is provided. In the event that Air Canada fails to make payments within fifteen (15) days following
receipt of an invoice, 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 Federal Aviation Administration ("FAA") approved Passenger Facilities Charges ("PFC(s)")
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 Air Canada and any of its affiliates', (as pre -approved in writing
by ECAT) use of the Terminal, runways, ramps, taxiways, aprons and the other 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. Air Canada agrees
to pay this and 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, with scheduled weekly seasonal service dates from
February 4, 2417 until March 25, 2017. 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 shal I 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
fax: 970.328.2687
Email: ecaix@eaglecounty.us
ti,ww.eaglecounry.us
Improvements
1 F r'r�l INTV
A&L_
Regional Rirpor¢
Air Canada shall keep its counter and office space in a good and 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 Aviation Director or his
designee, which approval shall not be unreasonably withheld.
ECAT shall provide reasonable gate hardware/software management system for Air Canada's 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 bodily injury,
death, property damage, 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.
Indemnification
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 authority or permission of Air Canada, arising out
of, or incident to, the operation of Air Canada at the Terminal and the Airport, including but not limited to:
operations on or about the runways, taxiways, and aprons, and any actions in the Terminal pursuant to this
license. This indemnification shall exclude claims or actions arising out of the negligence or willful act of
ECAT and/or Eagle County, their commissioners, officers, agents and/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 the Airport
P.O. Sox 850 • Eagle, Colorado 81631
RAGLE COUNTY AIRPORT
office: 970.328.2680
fax: 970.328.2687
Email: ec . i@eaglecounty.us
www.eaglecounty-us
E:AG! E COUNTY
44
ReuicnaI Airport
properties. SCAT 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 SCAT (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 through 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.
Notices
Notices and payments required herein shall be in writing and served by reliable overnight courier or sent by
registered or certified mail, postage prepaid. Any such notice mailed pursuant to this paragraph shall be
presumed to have been received by the addressee three (3) business days after deposit of same in the mail,
Changes to the notice information below may be made in writing. Until any such change is made, notices shall
be addressed and delivered as follows:
Eagle County Air Terminal Corporation
c/o Alex Everman, Interim Director of Aviation
PO Box 850
Eagle, CO 81631
Telephone: (970) 328-2680
Fax: (970) 328-2687
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
Air Canada
clo Director of Corporate Real Estate
YUL 1232
PO Box 14000, Station Airport
Dorval, QC H4Y 1 H4
Telephone: (514) 422-6872
Pax: (514) 422-7798
All legal notices will be additionally sent to:
Air Canada
Senior Vice President and Chief Legal Officer
Fax: (514} 422-4147
EAGLE COUNTY
Regional Airport
Please indicate your acknowledgement and acceptance below. Again, we welcome you to the Eagle County
Regional Airport.
Sincerely,
Alex Everman, C.M.
Interim Director of Aviation and SCAT Board Member
Exhibit A -Layout Map
Exhibit B —Insurance Requirements
P.O. Box 850 - Eagle, Colorado 81631
EAGLE COUNTY AIRPORT
office: 970.328.2680
fax: 970.328.2687
Email: ecair@caglecounty-m
wwwxaglecounty.us
EAGLE CJI�JNTY
Regkmal Airport
ACKNOWLEDGEMENT AND AGREEMENT
I have read d do a by acknowledge and agree to the terms and conditions set forth in this revocable license
for use of a Eag a aunty Regional Airport and the SCAT Terminal Building property.
Signed: Sf
Print Name: 4 Nkv&-A!�AZ-
Date:
Feb. 10, 2617
AC Legal
P.O. Box 850 • Eagle, Colorado 81631
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EAGLE COUNTY REGIONAL ARPORT
OVERALL LEASE EXHIBIT
ExrllelT n
DATE- EFFECTIVE 12-11-13 SHEET 1 pF
AIRLINE AND AFFILIATE INSURANCE REQUIREMENTS
A. 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 ($100,400,000) per occurrence for
airlines operating aircraft of between sixty (50) 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 millions dollars ($25,000,000) per occurrence
and in the annual aggregate with respect to passengers;
4. Not less than twenty million dollars ($20,040,000) per occurrence for airlines
operating aircraft of nineteen (19) or fewer seats.
6. Han gar Keepers Liability Insurance (lf 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 rive million dollars
45.000,000).
C. Automobile Liability Insurance in an amount adequate to cover autornabile
insurance while on Airport property in an amount not less than one million dollars
($1,000,000) per person per occurrence.
0. Liquor Liability Insurance (if Appticable) far any facility of AIRLINE serving
alcoholic beverages on the AIRPORT in an amount not less than tan 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 lawns of Colorado.
EXHIBIT - B
M MARSH
Alaster Burpitt
Senior Vice President
Marsh Canada Limited
1981 McGill College Ave., Suite 820
Montreal, Quebec H3A 3T4
514 285 5184 Fax 514 285 4727
Alaster.Burpitt@marsh.com
www.marsh.ca www.marsh.com
CERTIFICATE OF INSURANCE
TO: Eagle County Air Terminal Corporation Certificate No. AC -2016/24
c/o Greg Phillips, Aviation Director
PO Box 850
Eagle, CO 81631
Telephone: (970) 328-2680
Fax: (970) 328-2687 Date: December 15, 2016
This is to certify that the Policy(ies) of insurance listed below have been issued to the Named Insured identified below for the policy
period(s) indicated. This Certificate is issued as a matter of information only and confers no rights upon the Certificate Holder named
below other than those provided by the Policy(ies). Notwithstanding any requirement, term or condition of any contract or any other
document with respect to which the Certificate may be issued or may pertain, the insurance afforded by the Policy(ies) is subject to all
the terms, conditions and exclusions of such Policy(ies). This Certificate does not amend, extend or alter the coverage afforded by
the Policy(ies). Limits shown are intended to address contractual obligations of the Named Insured. Limits may have been reduced
since policy effective date(s) as a result of a claim or claims.
THIS IS TO CERTIFY that as Insurance Brokers we have effected insurance with UNDERWRITERS AT
LLOYD'S and CERTAIN INSURANCE COMPANIES on behalf of
Named Insured: AIR CANADA and Air Canada rouge LP
Address of Insured: Air Canada Center, Zip 1238, P.O. Box 14000,
Station Airport, Dorval, Quebec H4Y 1 H4
Period of Insurance: This Insurance is for a period of 12 months which expires at Noon
Eastern Standard Time December 15, 2017.
Reference: Agreement between Air Canada and City and Eagle County Air Terminal
Corporation (AC Lease # EGE-247).
Airline Liability / Aircraft Liability Insurance, including:
Limit(s) of Liability:
(1)
Premises and Operations Liability
US $150,000,000. Combined Single
(2)
Tenants Legal Liability
Limit, any one occurrence and in the
(3)
Third Party Bodily Injury and Property Damage including
annual aggregate for Products and
Passengers
Completed Operations, but Personal
(4)
Personal Injury
Injury limited to US $25,000,000.
(5)
Liquor Legal Liability
US $10,000,000.each occurrence
(6)
Mobile Equipment Liability and/or Automobile Liability
US $1,000,000.each occurrence
covering owned, hired or non -owned vehicles whilst
operating Airside
(7)
Hangarkeepers Liability
US $5,000,000.each occurrence
Territorial Limits: Worldwide
LEADERSHIP, KNOWLEDGE, SOLUTIONS... WORLDWIDE. MARSH & McLENNAN
COMPANIES
-2 -
Special Conditions:
(i) ECAT, Eagle County and their commissioners, directors, officers, agents and employees are
included as additional Insureds for their respective rights and interests and will receive
protection from the policy in the same manner as if there were a separate policy covering
each Insured (subject always to the policy limit of liability).
(ii) The insurers acknowledge and accept the insurances afforded to the additional Insureds to
be primary insurance without right of contribution from any other insurance which may be
available to the additional Insureds.
(iii) The cover afforded to the additional Insureds by the Insurances shall not be invalidated by
any act or omission (including misrepresentation and non -disclosure) of any other person or
party which results in a breach of any term, condition or warranty of the Insurances
PROVIDED THAT the party so protected has not caused, contributed to or knowingly
condoned the said act or omission.
Policy is subject to Aviation Date Recognition Exclusion Clause AVN2000A amended by Date
Recognition Limited Coverages Clauses AVN2001A and AVN 2002A.
THE ABOVE DESCRIBED COVERAGES ARE SUBJECT TO POLICY TERMS, CONDITIONS,
LIMITATIONS AND EXCLUSIONS.
SEVERAL LIABILITY NOTICE
The subscribing insurers' obligations under contracts of insurance to which they subscribe are several
and not joint and are limited solely to the extent of their individual subscriptions. The subscribing insurers
are not responsible for the subscription of any co -subscribing insurer who for any reason does not satisfy
all or part of its obligations.
MARSH CANADA LIMITED
By: "A
Alaster Burpitt
LEADERSHIP, KNOWLEDGE, SOLUTIONS... WORLDWIDE. MARSH & McLENNAN
COMPANIES
