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Horizon Airlines - Passenger Ramp Agreement! ♦ t r For The 1- at"Mm mim Yakima Air Terminal Board Horizon Airlines ', M, Maintenance, Operation and Use Agreement for the Turbo Way Disabled Passenger Ramp and Aislemaster Boarding Chairs THIS AGREEMENT, made and entered into this day of A 2003., by and between the YAKIMA AIR TERMINAL BOARD, an agency of the City and County of Yakima, hereinafter referred to as "Board", and Horizon Airlines, a corporation, hereinafter referred to as "Airline"; WITNESSETH THAT. WHEREAS, the Board is the operator of the Yakima Air Terminal, situated in Yakima County, Washington ("Airport"), and operates the same for the promotion, accommodation and development of air commerce and transportation; and WHEREAS, the Board, in conjunction with Horizon Air, and in order to comply with the Americans With Disabilities Act ("ADA"), has purchased a Turbo Way Disabled Passenger Ramp, and has previously purchased two Columbia Medical Manufacturing Aislemaster boarding chairs for the ground boarding of mobility impaired persons; and WHEREAS, the Airline desires the privilege of using the Airport passenger access ramp and boarding chairs upon the terms and conditions set forth; NOW, THEREFORE, for and in consideration of the covenants and conditions hereinafter contained, the parties hereto agree, for themselves, their successors and assigns, as follows: 1. TERM: The term of this agreement shall be month-to-month, commencing on the date shown above and continuing unless terminated or canceled as hereinafter provided. 2. PURPOSE: The purpose of this agreement shall be to entitle Horizon Airline use of the passenger boarding ramp and boarding chairs. Nothing hereinafter shall be construed as to give the Airline exclusive use of the passenger boarding ramp or boarding chairs. IM-Nim NONE"Mm A. Horizon Air is entitled to utilize the passenger boarding ramp and boarding chairs without charge, except as otherwise outlined in this agreement. 4. RI!GHT OF CANCELLATION: Either party, at its option, may terminate this Agreement by giving thirty (30) days prior written notice to the other party. • E 1111 M, IN IKONIJ R A. At no time will Airline personnel repair or attempt to repair this unit, however, it shall be the Airline's responsibility to notify Airport Administration or Airport Maintenance personnel of any needed repairs in a timely manner. B. All needed repairs and routine servicing will be accomplished on a priority basis to assure maximum availability of the unit, and such repairs will be made without cost to the Airline (except as stated in paragraph 5-C). C. in the event of damage to the unit caused by neglect, abuse, misuse or intentional act of Airline personnel or its passengers, all needed repairs and parts, plus labor costs, will be paid by the Airline. D. All Airline personnel using the passenger ramp will be trained on the operation procedures by qualified Airline personnel prior to use by each Airline employee/agent, Airline shall ensure that only trained employees/agents will be allowed to operate the ramp. Airline shall defend, indemnify and hold harmless, the Board, City of Yakima and County of Yakima against any claim whatsoever resulting from the adequacy/inadequacy of the training provided. E. Airline will, at all times, keep the passenger ramp and boarding chairs in a neat, clean, and sanitary condition, G. Airline shall ensure that the boarding chair(s) are returned to a mutually agreeable storage area within the Terminal Building after each use, and shall immediately report any damage or malfunction of the boarding chair to Airport Maintenance. 9. = 6. BOARDS RIGHTS AND OBLIGATIONS: Board shall be responsible for the routine maintenance and repairs of the passenger boarding ramp. All maintenance repairs will be accomplished by the Yakima Air Terminal Maintenance Department or by a designee (contractor) of the Maintenance Department. A. Airline shall keep, hold, and defend the Board, the City and County of Yakima, their elected and appointed officials, agents and employees, free and harmless from any and all claims and actions, loss, damage expense or cost, including reasonable attorneys fees incidental to the investigation and defense thereof, claimed by anyone by reason of injury, or death, or damage to persons or property sustained as a result of the Airline's use of passenger ramp or boarding chairs, excluding only claims caused by the sole negligence of the Board, the City and County of Yakima, their elected and appointed officials, agents and employees, or the negligence of said parties in concert with a third party, provided that the Board shall give the Airline prompt and reasonable notice of any such claim or action made or filed against it, and shall tender the defense thereof to Airline. 8. INSURANCE: A. Airline shall, at its expense, maintain insurance in full force and effect during the term of this Agreement in such amounts as to meet the minimum limits of liability specified in the primary air carrier lease agreement between the airline and the Board. Such insurance shall be shown to extend to the full extent of risks specified in this Agreement. A. Neither Airline nor any assignee or other successor of Airline shall in any manner directly or indirectly, by operation or law or otherwise, assign, sublet, transfer or encumber any of Airline's rights in and to this Agreement, or any interest therein, nor license or permit the use or the rights herein granted in whole or in part without the prior written consent of the Board. Such consent shall not he unreasonably withheld providing that any such assignee shall be a bona-fide air carrier or other party qualified to do business on the Airport, acceptable to the Board, and possesses sufficient financial security and/or insurance to ensure compliance with all the terms and conditions of this Agreement. Page 4 of 6 B. Airline shall have the right to assign all of its rights and interests under this Agreement to any successor to its business through merger, consolidation, or voluntary sale or transfer of substantially all of its assets in which event the consent of the Board thereto shall not be required, but due notice of any such assignment shall be given to the Board within sixty (60) days after such assignment is executed. No such assignment nor transfer shall relieve Airline from its obligations of indemnification or repair set forth in this Agreement for matters occurring prior to any such assignment or transfer, whether then known or not. 10. LEGAL CLAIMS AND ATTORNE : In the even of litigation to enforce the rights and obligations hereunder, venue shall lie in Yakima County Superior Court, and the prevailing party shall be entitled to its reasonable attorney fees in addition to court costs. 11. SEVERABILITY: If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, but each term and provision of the Agreement shall be valid and be enforced to the fullest extent permitted by law. 12. NOTICES: All notices required herein shall be deemed to be properly served if hand delivered, or if sent by certified or registered mail, postage prepaid, to the last address furnished by the parties hereto. Until hereafter changed by the parties in writing, notice shall be addressed as follows: BOARD- Yakima Air Terminal Board Airport Managers Office 2400 West Washington Avenue Yakima, Washington 98903 IN TESTIMONY WHEREOF, witness the signature of the parties hereto, the day and year first above written. Bob Clem, Airport Manager 2400 West Washington Avenue Yakima, Washington 98903 509-575-6149 61 Print r Type Name and Title Telephone: �O C—) V/ —C 7S 7 FAX: Attest: Signature, 6m,gz- AF�VP777 . Print or Type Name and Title