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Resolution 386-1993 Director of Airports RESOLUTION NO. 386 -1993 A RESOLUTION APPROVING THE PROVISION BY COMAIR OF GROUNDHANDLING SERVICES FOR GULFSTREAM INTERNATIONAL AIRLINES AT KEY WEST INTERNATIONAL AIRPORT BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, The Board hereby authorizes Comair to perform groundhandling duties for Gulfstream International Airlines at the Key West International Airport under the terms of the Comair /Gulfstream agreement dated September 3, 1993, a copy of which is attached and incorporated by reference. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 29th day of Septanber 1993. Mayor London Mayor Pro Tern Cheal Commissioner Harvey Commissioner Freeman Commissioner Reich ies sent yes yes yes (SEAL) Attest: DANNY KOLHAGE, Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA resaircomair . ,-;;sry~.i.~r.~(li'~"'f EJ'{~ -.- :.. c;_iZ3.~99 3'" [,..3 By~C.A~ eputy CXer . I 'I. I'l). 130\ 7S0Z1 Cilldnll,'ti, Ohio 45275 a,il()} 5l5-2550 QXnAi( .DEUA CONNECTION September 14, 1993 Thomas L. cooper President & C.E.O. GULFSTREAM INTERNATIONAL AIRLlNESI INC. P.O. Box 777 Miami Springs. FL 33266 Dear Mr. Cooper: Enclosed for your files is one fully executed copy of the mutual agreement between COMAIR, Inc. and Gulfstream International Airlines, Inc. I spoke to Art Skelly. Director of Airport, Key West International Airport, he said it was not necessary for him to sign the agreement. If you have any questions, please call. 11mothy E. els Director Cu mer Services planning and Development COMAIR, Inc. TEZ:pk 1'.0 Box "'-)021 Cincinnati. ohlo .1~17? ((iO(I) 5l5-~S50 axnAit .ADEllA c.:U"IJNECTION" september 3, 1993 Thomas L. Cooper President Gulfstream International Airlines, Inc. P.O. BoX 777 Miaml springs, Florida 33266 Gentlemen: This letter will evidence our mutual agreement wherein COMAIR, Inc., (COMAIR) will provide Gulfstream International Airlines, Inc. (Carrier), services as described in Appendix "All usin'l COMAIR'. existing facilities at the Key West International Airport (Airport) at the rate. established in Appendix "Bu, all attached hereto and made a part thereof, subject to the fOllowing terms and condition.: 1. This Aqreement i. effective October 1, 1993 and .hall continue in effect until canceled by either party 'living thirty (30) days advanced written notice to the other party. 2. It is understood that should COMAIR and Carrier have a confliot, COMAIR's requir..ents will be given priority. 3. COMAIR and carrier shall .utually aqX'e. on the tenant work, if any, required to accomaodate carrier and .aid work ahall be complet.d by CarrieX' at Carrier'. expense. 4. Carrier shall be responsible for the repair of any and all duaqe caused by Carrier and it. directors, otf ieen, a..nt., customers, invites or quests to the equipa.nt and preal... de.cribed herein other than the d..age re.ulting fro. ordinary wear and tear caused by the use and occupancy of the equlpaent and pr..ises by Carrier. s. As compensation for the services provided, COMAIR .hall invoice Carrier each month throu9h the Airline. Clearing Hou.e (ACH) as described in Appendix "C", for the servic.. listed on Appendix "A". 6. Any training which may be required to be given to COMAIR'Q employees by carrier .0 that they may perform the ..rvicQ& set forth herein shall be given at the Airport during COKAIR'S normal working hours prior to the eftective date of this Agreement. . Such training shall be coordinated between COMAIR's local ManAger and the instructor. provided by the carrier. Carrier will reimburse COMAIR for all traininq costs COMAIR incurs, as a result of training required by Carrier or COMAIR in accordance with this Agreement. Carrier will provide complet~-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 procedure. during the term of this Agreement. Carrier shall provide necessary forms, documents, and training for their use. COMAIR shall be entitled to rely upon t.he manuals, documents, and other materials furnished by Carrier as being correct, ourrent, 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 b. 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. All notices and communications under or with re.pect to this Agreelllant shall be sufficiently qiven it .ent by unit.d stat.. Registered or certified Mail addr....d as specified below or to .uch other address as .ither party may spacify to 'the oth.r in writing durinq the term of this Aqree.ent.. 8. COMAIR: vice President custo..r Servio.. COMAIR, Inc. Greater Cincinnati Int'l Airport P.o. Box 75021 cinoinnati, Ohio 45275 carrier: Thomas L. Cooper, presid.nt Gulf.tream International Airline., Inc. P.O. Box 777 Miami sprinqs, Florida 33266 9. This Agreement in ~ll respects is subject to all the covenants, terms, provisions and condition8 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 .ervice. provided hereunder, it beinq understood that Carrier is directly responsible for the payment of any fees and chilrgcs 3Gcocccd 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 dur"inq the term of this Agreement policies ot 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 qeneral liability (premises, and contractual) covering aircraft and property damaqa in the amount not l.s. than $20,000,000.00 per occurrence. Passenger, bodily injury, baggage and cargo liability shall be contained in the first $10,000,000.00 of this coverage. 3. Worker's compensation for statutory limit. per accident. 4. Employer'. 1 iab!l i ty in an amount not 1... than $20,000,000.00 per aocident. 3 B.' Carrier shall cause the polioies of insurance described in this Agreement to be duly and properly endor.e~ 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 ~aiver 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 agants 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 dascribad in Article 10 A.2: (a) to provide a cross-liability claus. .a though aeparate policies ~ere issued tor COMAIR and carrier and their respective directors, officar., a.ployaas and agents; and (b) to provida oontractual liability insurance coveraga for liability assumed by Carrier under thi. Agr....nt. 4 . As to any insurance obtained fro. toreiqn underwriters, to provide that COMAIR ..y ..tntain against said underwriters a direct aotion 1n the United states upon said insurance policies and to this end provide a standard sarvioe of auit clause da.iqnatinq a United stat.s attorney in Waahlnqtoft, D.C., or New York, )taw York. 4 'c. carrier ahall cau.. each of the insurance polici.. to be duly and properly endors.d to provide that said poliQY or policies or any part or parts thereof shall not be canceled, 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 COMA:tR of the aforesaid insurance coverage and endorsements, including certificates certifying that the afor.said 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 prooure 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 procure..nt of such insurance or any part thereof by COMAIR do.. not discharge or excuse Carrier'. obli9a~ion to co.ply with the provisiona ..t out herein. Carrier agrees no~ to cancel, terminate or materially alter, change or a..nd any of the policies until after providing thirty (30) days advance written notice to COMAIR ot Carrier's intent to ao cancel, terminate or .a~eriallY alter, chanqe or amend .aid policies of ins~rance, which ~hirty (30) days notioe period ahall commenoe to run fro. the date notice is actually received by COMAIR. 5 . 11 A. Except as provided in Paragraph "B", Carrier shall be liable for and hereby agrees fully to defend, release, discha.rge, ind.emnify, and hold hannles8 COMAIR, itG 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 a~e 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 faeilities 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 faciliti.s of carrier, and COMAIR, its directors, officers, employ.es and agents shall not, for any reason, he deem.d to be in the custody or control, or a bailee, of carrier's aircraft, equipment or facilities. B. COMAIR shall be liable tor and hereby agr... fully to def.nd, release, discharge, ind.mnify, and hold harml... Carri.r, ita directors, ofticer., a9.nt. or ..ploy..s fro. and against any and all clai.s, d..and., 4a..9.., liabilities, actions, caus.. of act10ns, 10...., coata and .xpenses ot any nature whatsoever (includin9 investigation and witn... costa and .xpenses and attorneys' fe.. and expense.) to the extent (i) such aris. out ot or are attributable to the gros. neglig.nc. or willful_i.conduct of COMAIR, its director., officer., ag.nt. or employ..s, (il) .uch clai. i8 .ad. b~ or on behalf of any director, officer, aq.nt or caploy.. of COMAIR and is of any type normally covered by wor~an's compensation insurance. c. COMAIR and Carri.r agree to cOJIlply with all rule., regulations, directives and similar instructions ot appropriate governmental, judicial and ac:bQinistrative entities, including but not limited to airport authorities, and the Federal Aviation Administration (and ita successor agencies). 6 o. COHAIR agrees to provide eervice hereunder in a careful and workmanlike manner, to the same standard. of diligence as COMAIR provides such services for its own operations. COMAIR shall comply with such reasonable written specifications and procedure. 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 d:='sclaims and carrier hereby waives any warranties, _ expressed or implied, oral or written, including - but not limited to any warranty of ~erchantability 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. 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 ot COMAIR are the employees, agents and independent contractors of COMAIR for all purposes and under no ciroumstances shall be deemed to be, or shall be, the employees, aqents or independent contractors ot Carrier. 12. A. c. Eaoh party assume. full re.ponsibility for any and all liability ~o its own employees on account ot injury, or dea~h resultinq therefrom, sustained in the course of their ..ployment. Each party, with respect to its own employee., acc.p~. full and exclusive liability for the payaent ot Worker'S Compensation or Eaployer'. Liability tor insuranc. premiuas with re.pect to .uch ..ploy..., and for the payment of all ~axe., contributiona or other payments for un.mploym.n~ compensation or o~d age benefits, pensions, annuities or other .i.ilar beneti~. now or hereafter impo.ed upon employer. by any (jovermaent or aC).nay thereof havinq juriacUotion in reapec~ ot auch employee measured by the wages, salari.s, c01lpensatlon or other remuneration paid to such employees, .ach party alao agrees to make such payments and to make and file all reports and returns ancl to do everythinq n.c..sllry to comply with the laws imposinq such tax.s, contributions or payments. 7 13. This Agreement hereby cancels and supersede& all prior agreements, if any, between the partie. hereto, insofar as said agre.ments have reference to the services identified in Appendix "A" attached hereto and made a part hereof. It the toregoing correctly sets forth our understanding, please so indicate by siqning this Letter Agreement in the space provided below and return two executed copies to the Vice President CUstomer Services, COMAIR, Inc~, P.o. Box 75021, cincinnati, Ohio 45275. sincerely, ~' . 0)\ "-~/ / <::. ;;t' c:M/ /t.., 'LflL/,.:&too../ . 1nda D. Landers vice President CUstomer Services COMAIR, Inc. AGREED AND ACCEPTEO: Gultstream Interrational Airlines, By ~ m.4-- , Inc. Title President & C.E.O. DAte September 8~,1993 AGREED AND ACCEPTED: xey W..t By Title International Airport ~ A.1 ~/f> ~~ ~fY" ~ hi t?J Data 8 APPENDIX "A" Service&, for the pUl:pose ot this Agreement, shall mean the following activities: A. Passenger Service Carrier will handle all public contact aspects of the Carrier's passengers service. B. Ra~p/Operations Services Receipt and dispatch of aircraft. Load/unload baggage and company material and deliver to and trom appropriate airport facilities. Distribute loads in carqo holds accordinq to Carrier'. instructions. Send and receive operational messages as mutually aqreed. Power starts will be provided upon request, provided the unit is not being utilized on COMAIR airoraft. Marshall carriers aircraft to and trom parkin9 position. C. "acilities COMAIR will use its facilities to handle Carrier. Co~uter t8X'11inals, teletypes, phone. and other equipaent required by Carrier will be installed and maintained at Carrier's expenae. Installation ot such equip.ent, i. .ubject to the written approval ot COMAIIt. The expen_ ot JI04ifyiDCJ any of CiC*Ala'. tacilitie. in order to install such equip.ent vill .. borne entirely by Carrier. The installation of all such equipllen't or facility modifications require the writt;en approval ot COIIAIR. In the event this Agre..ent 1. terminated, Carrier ahall, at its .ole expen.e, remove all such equipJMnt and retum the facility to its original condition. Installation ot Carrier'. siqns or other identification, including display racks and promotional material, i. subject to the written approval ot COMAIR, the Airport Authority and will be paiel tor. by Carrier. Upon termination of this Agreement, COMAIR reserves the right to have Carrier'. sign. and other identifioation removed ana the facility re.tored to its original condition at Carrier's expense. 9 APPENDIX liB" The following rates and charges will apply per this Agr.e~ent. A. Twenty Five u.s. Dollars ($25.00) per each turn of Beech 99 aircraft and Fifteen Dollars ($15.00) per each turn of Cessna 402 aircraft. A monthly minimum will be charqed based on a 85\ completion factor of all the flights scheduled for Carrier durinq the perio~ of this contract, beginning October 1, 1993 at the rate of the Beech 99 aircraft. B. A security deposit equal to one (1) month charqes will be issued to COMAIR Inc. and held without interest in an account until the termination of this contract. At that time, this amount may be used as partial or full payment for the final thirty (30) day period dependinq on the amount owed. C. carrier agrees to notify COMAIR forty five (45) days prior to any flight schedule change so that COMAIR !nay make the necessary arrangements to properly handle Carrier. Carrier also aqrees to modify said schedule if a conflict is present with COMAIR's operation, or carrier aqrees to pay for additional charges, if incurred by COMAIR due to adjustments made, if any, to properly handle such operation. D. All additional services not covered by this Agree.ent and requested bY Carrier will be provided aubject to COMAIR'. capability at current or reasonable ratea. E. Carrier aqree. to provide all necessary or specialized equipment to support carrier's operation at Airport. 10 APP:fNDIX "ell Whereas section II{b) of the Agreement Relating to the Settlement of Interline Accounts Through Airlines Claarin9 House, Inc., as amended, provides for the settlement, through the Clearing House to another, arising out of Transactions other than sales of transportation, in every case where both debtor and creditor have agreed in writinq to settle that type of account through the Clearing House and the date on which such settlement shall begin, and have filed a copy of said Agreement with the Clearing House; and WHEREAS COMAIR, -INC. and Gulfstream International Airlines, Inc., the parties hereto, are both members of Airlines Clearing House, Inc. and both desire to settle through the Clearing House certain accounts arising out of transactions other than sales cf transportation, and to make it convenient to add additional transactions of a non-transport natura to the list of those which they presentlY desire to settle through the Clearing House; Now therefore this memorandum of Agreement witnesseth that in consideration of the mutual covenants and agreements herein contained COMAIR, INC. and Gulfstream International Airlines, Inc., agree as follows: 1. with respect to transactions arising on and after October 1, 1993, they will settle through the Clearinq House accounts arisi.ng out of the following transactions: Ground Services and other Transportation Services. 2. The settlement of accounts arising from the transactions specified in section 1 hereof, or from such other transaotions as the parties thereto may subs.quently agree to settle through the Clearing House, shall in accordance with the provisions of Section VII of the Manual ot Procedure ot Airlines, Clearing House, Inc. 3. The parties hereto may, by an exchange ot correspondence, a copy of which shall be furnished to the Clearing House, agr.. to settle, through the Clearing Hous., accounts arisinq out at non-transport transactions other than t.hos8 specified in section 1 hereof, and the date on which such .ettl~ht shall heqin. 4 . Ei t.her party t.o this Agreement shall have the riqht, upon qiving sixty (60) days advance notice in writing to the other party and to the Clearing Hous., ot terminatinCJ thill Agreement and thereby discontinuing settlement through the Cl.arinq House with respect to the types of accounts specified her.in or agrees upon under section 3. 11