06/05/1991
P.O. Box 75021
Cincinnati, Ohio 45275
(606) 525-2550
CanAl (
.6 THE DELTA COiVNECTlO.\I
May 6, 1991
william J. Jones
General Manager
Chalk's International Airlines
1100 Lee Wagener Blvd.
Ft. Lauderdale, Florida 33315-3566
Gentlemen:
This letter will evidence our mutual agreement wherein COMAIR,
Inc., (COMAIR) will provide Chalk's International Airlines
(Carrier), services as described in Exhibit "A" using COMAIR' s
existing facilities at Key West International Airport which is
owned by Monroe County, Florida (Airport) at the rates established
in Exhibit "B", all attached hereto and made a part thereof,
subject to the following terms and conditions:
1. This Agreement is effective June 14, 199~ and shall continue
in effect until cancelled by either party giving thirty (30)
days advanced written notice to the other party.
2. It is understood that should COMAIR and Carrier have a
conflict, COMAIR's requirements will be given priority.
3. COMAIR and Carrier shall mutually agree on the tenant work
required to accommodate Carrier and said work shall be
completed by Carrier at Carrier's expense.
4. Carrier shall be responsible for the repair of any and all
damage caused by Carrier and its directors, officers, agents,
customers, invites or guests to the equipment and premises
described herein other than the damage resulting from ordinary
wear and tear caused by the use and occupancy of the equipment
and premises by Carrier.
5. As compensation for the services provided, COMAIR shall
invoice Carrier each month for the services listed on
Exhibit "A".
6. Any training which may be required to be given COMAIR' s
employees by Carrier so that they may perform the services
set forth herein shall be given at the airport during COMAIR's
normal working hours prior to the effective date of this
Agreement. Such training shall be coordinated between
COMAIR's local Manager and the instructors provided by the
Carrier. Carrier will reimburse COMAIR for all training costs
COMAIR incurs, as a result of training required by Carrier or
COMAIR in accordance with this Agreement. Carrier will
provide complete sets of any manuals necessary to conduct such
training, and Carrier will maintain such manuals or other
written instructions in a current state in accordance with its
normal procedures during the term of this Agreement. Carrier
shall provide necessary forms, documents, and training for
their use. COMAIR shall be entitled to rely upon the manuals,
documents, and other materials furnished by Carrier as being
correct, current, and applicable to the services provided
under this Agreement. In case of conflict between COMAIR's
and Carrier's normal operating procedures, COMAIR procedures
will be utilized.
7. Carrier shall not make any alterations to or improvements in
the premises, including but not limited to signs and
advertising materials, without the written approval of COMAIR
and the Airport governing body.
8. All notices and communications under or with respect to this
Agreement shall be sufficiently given if sent by United states
Registered or Certified Mail addressed as specified below or
to such other address as either party may specify to the other
in writing during the term of this Agreement.
COMAIR: Vice President Customer Services
COMAIR, Inc.
Greater Cincinnati Int'l Airport
P.o. Box 75021
Cincinnati, Ohio 45275
Carrier: William J. Jones
General Manager
Chalk's International Airlines
1100 Lee Wagener Blvd.
Ft. Lauderdale, Florida 33315-3566
2
9. This Agreement in all respects is subject to all the
covenants, terms, provisions and conditions of the lease in
effect, if any, between COMAIR and the Airport Operator to
the extent and in the manner applicable to the premises
demised or services provided hereunder, it being understood
that Carrier is directly responsible for the payment of any
fees and charges assessed by the Airport for landing or use
of the Airport or Airport facilities.
10. A.
Carrier shall procure and maintain in full force and
effect during the term of this Agreement policies of
insurance; of the types of coverage, in the minimum
amounts, with companies and under terms and conditions
satisfactory to COMAIR as follows:
1. All risk hull insurance on an agreed value basis,
not to exceed replacement value.
2. Comprehensive general liability (premises, products,
completed operations and contractual) covering
personal and bodily injury and property damage in
the amount not less than $50,000,000.00 per
occurrence.
3. Worker's Compensation for statutory limits per
accident.
4. Employer's liability in an amount not less than
$1,000,000.00 per accident.
5. Baggage liability in an amount not less than
$100,000.00 per occurrence.
6. Cargo liability in an amount not less than
$100,000.00 per loss, casualty or disaster.
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B. Carrier shall cause the policies of insurance described in
this Agreement to be duly and properly endorsed by Carrier's
insurance underwriters as follows:
1. As to policies of insurance described in Articles
10 A.l, A.2, A.3, A.4, A.5, A.6, (a) to provide
that any waiver of rights of subrogation against
other parties by Carrier will not affect the
coverage provided hereunder with respect to COMAIR;
and (b) to provide that Carrier's underwriters shall
waive all subrogation rights against COMAIR, its
directors, officers, employees and agents without
regard to any breach of warranty on the part of
Carrier.
2. As to policies of insurance described in Articles
10 A.2, A.5, A.6,: (a) to provide that COMAIR, its
directors, officers, employees and agents shall be
endorsed as additional named insured parties
thereunder; and (b) to provide that said insurance
shall be primary insurance.
3. As to policies of insurance described in Article 10
A.2: (a) to provide a cross-liability clause as'
though separate policies were issued for COMAIR and
Carrier and their respective directors, officers,
employees and agents; and (b) to provide contractual
liability insurance coverage for liability assumed
by Carrier under this Agreement.
4. As to any insurance obtained from foreign
underwriters, to provide that COMAIR may 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 Carrier.
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C. Carrier 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, terminated or materially altered, changed or
amended by Carrier's insurance underwriters, until after
thirty (30) days written notice to COMAIR which thirty
(30) days notice shall commence to run from the date such
notice is actually received by COMAIR.
D. Not later than the effective date of this Agreement,
Carrier shall furnish COMAIR evidence satisfactory to
COMAIR of the aforesaid insurance coverage and
endorsements, including certificates certifying that the
aforesaid insurance policy or policies with the aforesaid
limits are duly and properly endorsed as aforesaid and
are in full force and effect. Initially, this evidence
shall be certificates of the POlicies required hereunder.
E. In the event Carrier fails to maintain in full force and
effect any of the insurance and endorsements, COMAIR
shall have the right (but not the obligation) to procure
and maintain such insurance or any part thereof. The
cost of such insurance shall be payable by Carrier to
COMAIR upon demand by COMAIR. The procurement of such
insurance or any part thereof by COMAIR does not
discharge or excuse Carrier's obligation to comply with
the provisions set out herein. Carrier agrees not to
cancel, terminate or materially alter, change or amend
any of the POlicies until after providing thirty (30)
days advance written notice to COMAIR of Carrier's intent
to so cancel, terminate or materially alter, change or
amend said POlicies of insurance, which thirty (30) days
notice period shall commence to run from the date notice
is actually received by COMAIR.
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A.
Except as provided in Paragraph "B", Carrier shall be
liable for and hereby agrees fully to defend, release,
discharge, indemnify, and hold harmless COMAIR, and the
Airport, its directors, officers, employees and agents
from and against any and all claims, demands, damages,
liabilities, actions, causes of actions, losses, costs
and expenses of any nature whatsoever (including
investigation and witness costs and expenses and
attorneys' fees and expenses) to the extent such arise
out of or are attributable to the performance, improper
performance or non-performance of any and all services
to be undertaken by COMAIR or Carrier pursuant to this
Agreement, or the operation, non-operation or improper
operation of Carrier's aircraft, equipment or facilities
at any location, excluding only claims, demands, damages,
liabilities, actions, causes of action, losses, costs and
expenses resulting from the gross negligence or willful
misconduct of COMAIR, its directors, officers, agents or
employees. Carrier will do all things necessary to cause
and assure, and will cause and assure that Carrier will
at all times be and remain in custody and control of any
aircraft, equipment and facilities of Carrier, and
COMAIR, its directors, officers, employees and agents
shall not, for any reason, be deemed to be in the custody
or control, or a bailee, of Carrier's aircraft, equipment
or facilities.
B. COMAIR shall be liable for and hereby agrees fully to
defend, release, discharge, indemnify, and hold harmless
Carrier, its directors, officers, agents or employees
from and against any and all claims, demands, damages,
liabilities, actions, causes of actions, losses, costs
and expenses of any nature whatsoever (including
investigation and witness costs and expenses and
attorneys I fees and expenses) to the extent (1) such
arise out of or are attributable to the gross negligence
or willful misconduct of COMAIR, its directors, officers,
agents or employees, (ii) such claim is made by or on
behalf of any director, officer, agent or employee of
COMAIR and is of any type normally covered by workman's
compensation insurance.
C. COMAIR and Carrier agree to comply with all rules,
regulations, directives and similar instructions of
appropriate governmental, jUdicial and administrative
entities, including but not limited to airport
authori ties, and the Federal Aviation Administration (and
its successor agencies).
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D. COMAIR agrees to provide service hereunder in a careful
and workmanlike manner, to the same standards of
diligence as COMAIR provides such services for its own
operations. COMAIR shall comply with such reasonable
written specifications and procedures as may be furnished
to COMAIR by Carrier or, in the absence thereof, in
accordance with COMAIR's standard procedures. Other than
any warranties specifically contained in this Agreement,
COMAIR disclaims and Carrier hereby waives any
warranties, expressed or implied, oral or written,
including . but not limited to any warranty of
merchantability or fitness for intended use relating to
any equipment, data, information or services furnished
hereunder. Carrier agrees that COMAIR is not liable to
Carrier or any other persons for consequential, punitive
or special damages under any circumstances.
12. A.
The employees, agents and independent contractors of
Carrier are the employees, agents and independent
contractors of Carrier for all purposes and under no
circumstances shall be deemed to be, or shall be, the
employees, agents or independent contractors of COMAIR.
B. The employees, agents and independent contractors of
COMAIR are the employees, agents and independent
contractors of COMAIR for all purposes and under no
circumstances shall be deemed to be, or shall be, the
employees, agents or independent contractors of Carrier.
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 and exclusive liability for the
payment of Worker's Compensation or Employer's Liability
for insurance premiums with respect to such employees,
and for the payment of all taxes, contributions or other
payments for unemployment compensation or old age
benefits, pensions, annuities or other similar benefits
now or hereafter imposed upon employers by any government
or agency thereof having jurisdiction in respect of such
employee measured by the wages, salaries, compensation
or other remuneration paid to such employees, each party
also agrees to make such payments and to make and file
all reports and returns and to do everything necessary
to comply with the laws imposing such taxes,
contributions or payments.
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William J. Jones
May 6, 1991
Page 2
If the fore going correctly sets forth our understanding, please
indicate by signing this letter Amendment in the space provided
below and return two executed copies to the V.P. Customer Services,
COMAIR, Inc., P.O. Box 75021, Cincinnati, Ohio 45275.
Sincerely,
'i
.;zf~~(;LJ;;t;~"?dL,J
Linda D. Landers
vice President Customer Services
AGREED AND ACCEPTED;
Chalk's International Airlines
.kJJl ~, etc, mal
By
Title rrfr') Ir~ f ;J !
Date~Y~lAJ \6 \ 11i I
APPROVED:
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
. .. ~
By ~.tI~Ae-rv-.~. ~
Mayor/Chairman
BnA~"
Deput Clerk
Date
,-s- 'I
APPRC1VED AS TO FORM
AND l.EGAL SUF!ICIENC?-~ . /< ::::;"
"> ,'- 77 . " ~C
By,..'- ((;J/'~-c?'?/ 7 ./,;, ..,'~ '-,' ,.:.,
,/ AttofrWy. 0ffictI) ,- '
"* (/'- -~- q I
8
APPENDIX "A"
Services, for the purpose of this Agreement, shall mean the
following activities:
A. Passenger Service
Check in and handle Carrier's passengers and baggage in
accordance with Carrier's reasonable written procedures and
contract of carriage or as agreed at COMAIR' s facility,
pursuant to COMAIR's procedures.
Sell and issue tickets to Carrier's passengers on Carrier's
ticket stock.
Board, deplane and assist Carrier's passengers as required.
Advise Carrier's passengers/public
arrival/departure times.
of
Carrier's
COMAIR procedures shall be followed regarding the acceptance
of personal or company checks tendered by Carrier's customers
for ticket purchase provided; however, that subject to COMAIR
having complied fully with its said procedures, Carrier shall
bear all risk of loss arising from bad checks and shall
handle, at its sole cost and expense all collection activities
which may result from acceptance of such checks by COMAIR.
COMAIR procedures shall be followed regarding the acceptance
of credit cards from Carrier's customers for ticket purchase
provided; however, that subj ect to COMAIR having complied
fully with its said procedures, Carrier shall bear all risk
of loss arising from the acceptance of black listed credit
card transactions, fraudulent signatures, over-limit
transactions, expired cards, or incorrect account information,
and shall handle at its sole cost and expense all collection
activities which may result from such transactions by COMAIR.
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APPENDIX "A" cont.
B. Ramp/Operations Services
Receipt and dispatch of aircraft.
Load/unload baggage, mail, and company material and deliver
to and from appropriate airport facilities.
Distribute loads in
instructions however,
manifest completion.
cargo holds
COMAIR will
according to Carrier's
not be responsible for
Send and receive operational messages as mutually agreed.
Power starts will be provided upon request using the unit
supplied by the Carrier.
Positioning of airstairs and tail stand which will be provided
by Carrier.
C. Facilities
COMAIR will use its facilities to handle Carrier. Computer
terminals, teletypes, phones and other equipment required by
Carrier will be installed and maintained at Carrier's expense.
Installation of such equipment, is subject to the written
approval of COMAIR. The expense of modifying any of COMAIR's
facilities in order to install such equipment will be borne
entirely by Carrier. The installation of all such equipment
or facility modifications require the written approval of
COMAIR. In the event this Agreement is terminated, Carrier
shall, at its sole expense, remove all such equipment and
return the facility to its original condition.
Installation of Carriers signage or other identification,
including display racks and promotional material, is subject
to the written approval of COMAIR, the Airport Authority and
will be paid for by Carrier. Upon termination of this
Agreement, COMAIR reserves the right to have Carrier's signs
and other identification removed and the facility restored to
its original condition at Carrier's expense.
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APPENDIX "B"
The following rates and charges will apply per this Agreement.
A. Eighty Five u.s. Dollars ($85.00) per each aircraft turn of
aircraft with 19 seats or less. A monthly minimum will be
charged based on a 85% completion factor of the flights
scheduled for Car.:rier during the period of this contract,
beginning June 1',~1991. 50% of the per flight charge will
apply for all cancelled flights.
B. A security deposit equal to 1 month charges will be written
to COMAIR Inc. and held without interest in an account until
the termination of this contract. At that time, this amount
may be used towards the final month billings.
C. Carrier agrees to notify COMAIR thirty (30) days prior to any
flight schedule change so that COMAIR may make the necessary
arrangements to properly handle Carrier. Carrier also agrees
to modify said schedule if a conflict is present with COMAIR's
operation, or Carrier agrees to pay for additional charges,
if actually incurred by COMAIR due to adjustments made, if
any, to properly handle such operation.
D. All additional services not covered by this Agreement and
requested by Carrier will be provided subj ect to COMAIR' s
capability at current or reasonable rates.
E. Carrier agrees to provide all necessary or specialized
equipment to support Carrier's operation at Airport.
F. COMAIR shall invoice Carrier each month for all services
provided in conjunction with this agreement. Carrier hereby
agrees to forward payment for these services which will be due
NET 15 days after receipt of the above mentioned invoice, to
COMAIR, Inc, Greater Cincinnati International Airport,p.o. Box
75021, Cincinnati, Ohio., 45275, Attn: Accounts Receivable.
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