EXHIBIT 10.23
United Contract Nbr. 155716
ZK/UNITED
CODE SHARE AND REGULATORY
COOPERATION AND MARKETING AGREEMENT
This Agreement is made and entered into by and between UNITED AIR LINES, INC.,
("UA") with its principal place of business at 1200 East Algonquin Road, Elk
Grove Township, Illinois 60007 and GREAT LAKES AVIATION Ltd. ("ZK") with its
principal place of business at 1022 Airport Parkway, Cheyenne, Wyoming 82001,
each or both parties individually or collectively referred to as "Carrier" or
"Carriers" respectively.
1. INTRODUCTION
ZK and UA are entering into this Agreement in order to increase each
Carrier's opportunities to offer competitive and cost effective air
transportation services between points in the United States. Further, ZK
and UA wish to improve the quality of the interline air transportation
and cargo services they now offer so as to increase the use of those
services by the traveling and shipping public. This Agreement establishes
binding obligations between the Carriers, expresses the Carriers
intentions, and sets forth a framework that provides the basis to
accomplish these goals through subsequent agreements and activities.
2. UNDERLYING OPERATIONAL CONCEPT
The Carriers will use a phased approach to develop and implement parallel
marketing and operational programs to create new, value added passenger
and cargo services and cost efficiencies by taking advantage of each
Carrier's inherent market strengths. The transition from a United Express
arrangement to codeshare relationship will extend until ZK has procured
and installed the necessary automation to support the operation as an
independent business entity. This must be completed no later than June 7,
2002 and be hosted on a system which is technically capable of all the
required interfaces with UA's automation systems.
3. OBJECTIVES OF THE ZK/UA RELATIONSHIP
Through development of the operational relationship contemplated by this
Agreement, subject to any and all necessary governmental and regulatory
approvals, ZK and UA intend to implement Code Share operations as defined
in Article 4A and further described in Attachment 1, Sections A and B.
This Agreement is not intended to restrict either Carrier's rights to
pursue, either independently or collectively, additional access between
any points through route acquisition.
4. PROGRAMS
The Carriers will develop and implement specific programs to support the
objectives defined by this Agreement. The Attachments to this Agreement
outline specific actions and responsibilities for implementing these
programs. Each of the programs may be
incorporated into an existing ZK/UA contract or a new contract, as
appropriate. In summary, subject to any and all applicable governmental
laws, rules and regulations, these programs are:
A. CODE SHARE
The Carriers intend to develop, in a phased approach, operations
which include using UA's two-letter airline designator code on the
following routes, as further specified in Attachments 1 and 1A
("Code Share"):
- To and from points within the UA's system in the US.
B. CODE SHARE EMERGENCY PROCEDURES
In the event of an incident involving a Code Share flight, both
Carriers agree to implement the emergency procedures specified in
Attachment 2.
C. REGULATORY COOPERATION
The Carriers will work together to secure the underlying
governmental and other approvals necessary to implement this
marketing relationship.
D. PUBLISHED FARES
The carriers agree to participate in each others' published fares.
E. PRORATES (Attachment 3)
ZK and UA will provide access to each other's system by
maintaining the current standard prorate methodology
(straight-rate proration) to support the overall program and to
stimulate incremental traffic from ZK to UA, and UA to ZK. This
will include special reciprocal protection for ZK or UA passengers
on delayed, canceled or oversold flights.
F. FREQUENT FLYER (Attachment 3)
The Carriers shall participate in each other's frequent flyer
programs. This participation will be exclusive as it relates to
ZK's participation in the frequent flyer program of any U.S. based
transportation company.
G. PREFERENTIAL SELLING
The Carriers will implement procedures at their respective
reservations sales offices to sell the other Carrier, on a "second
to on-line" basis and in lieu of competitive off-line offerings in
the agreed Code Share markets.
H. SALES
With regard to Inventory Management for Code Share flights the
Carriers acknowledge and agree that this Agreement does not
provide for guaranteed block space reservations. Accordingly,
neither UA nor ZK is purchasing or guaranteeing the seats
allocated to it by the other. ZK and UA shall each manage, market
and sell seats on the Code Share flights under its own respective
airline designator code. The Carriers agree to communicate as
necessary to facilitate such an arrangement, which will be
phased-in in conjunction with ZK's purchase of automation
equipment (CRS).
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I. JOINT SERVICE FEATURES (Attachment 4)
(1) Fully Automated One-Stop Check-In
Both Carriers shall develop this capability using
international automated through check in (IATCI), to
provide passengers the convenience of checking in at
selected UA, UA Express, or ZK airport ticket counters and
receiving seat assignments, boarding cards, and Frequent
Flyer credit for their ZK/UA flights as appropriate. One
stop check-in also includes complete document verification
and baggage check to final destination.
(2) Improved Scheduling
The Carriers shall review their schedules to maximize, as
practicable, convenient connections to or from UA and ZK at
all common hubs in the U.S.
(3) Inflight Product Coordination
The Carriers shall evaluate the degree of coordination
required, including announcements, on code share flights.
(4) Seamless Transfer
The Carriers shall use reasonable efforts to expedite the
ransfer of all passengers and baggage between themselves,
as practicable, at all common hubs through development of a
shorter than standard connection time, including all
reasonable communications necessary to facilitate this
objective.
(5) Group Procedures
Groups shall be booked through each carrier's group desks.
(6) Air Cargo Service
The Carriers shall review cargo activities to investigate
what opportunities may exist to offer competitive and cost
effective air cargo services between points in the United
States. Further, ZK and UA shall cooperatively endeavor to
improve the quality of air cargo transportation to the
shipping community. The Carriers shall strive to sell the
other Carrier, on a "second to on-line" basis, and in lieu
of competitive off-line offerings.
J. DISTRIBUTION (Attachment 5)
(1) Display Improvement
To the extent permitted by applicable law and regulations,
UA and ZK shall provide preferential display of their
connecting flights in their respective internal reservation
systems and direct access displays provided through
computerized reservations systems.
(2) Quality Control
ZK and UA shall each use its best, commercially reasonable
efforts to ensure that the other party's flights, connect
points, fares, and rules both on-line and between ZK/UA are
included in each Carrier's respective host and affiliated
CRS system data base and are eligible for display subject
to system constraints and applicable laws and regulations.
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(3) Preferential Selling
The Carriers shall implement procedures at their respective
reservations sales offices to sell the other Carrier, on a
"second to on-line" basis and in lieu of competitive
off-line offerings in the agreed code share markets.
K. AIRCRAFT SECURITY
The Carriers shall endeavor to agree upon a mutually satisfactory
aircraft flight security program in accordance with FAA
requirements.
5. TERM
This Agreement is effective as of May 1, 2001 and will continue
thereafter for three (3) years; provided, however, that this Agreement
may be terminated by either party at that party's election upon 360 days
prior written notice.
6. COMPLIANCE WITH GOVERNMENT AND SAFETY REQUIREMENTS
A. The Carriers represent and warrant that all air transportation
services performed by it pursuant to this Agreement or otherwise
will be conducted in full compliance with all applicable federal,
state and local laws, statutes, orders, rules; and regulations.
B. The Carrier that originates the customer travel (provides all
boarding passes and checks the customer luggage to his final
destination) will assure that the customer is properly documented
for entry into the destination country and properly documented for
any transit points enroute. Any fines, penalties, deportation and
detention expenses resulting from violations of government entry
or transit requirements, even for passengers that willfully engage
in illegal entry tactics, shall be the sole responsibility of the
Carrier that originates the customer travel and such Carrier shall
be considered an Operating Carrier pursuant to paragraph 15, and
shall indemnify the other Carrier.
C. ZK represents and warrants that it has successfully undergone an
FAA safety audit satisfactory to UA prior to ZK's execution of
this Agreement and further warrants that it shall maintain
compliance with the requirements of such audit. Any failure to
maintain compliance shall immediately be brought to UA's attention
along with corrective actions taken or a corrective action plan.
Any non-compliance not promptly corrected to UA's satisfaction or
repeated noncompliance shall be grounds for termination by UA
without further liability, but with reservation of all other
rights and remedies available to UA. Additional safety review
audits may be required at UA's discretion and ZK shall cooperate
with all such audits.
7. EXCLUSIVITY
This Agreement is non-exclusive and does not preclude either UA or ZK
from entering into or maintaining existing marketing relationships,
including code sharing, with other Carriers. Notwithstanding the
preceding sentence, this agreement is exclusive as it
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relates to each Carrier's participation in code sharing, on the flights
described in Attachment 1.
8. TRADEMARKS
Neither Carrier will use any trademark, trade name, logo, or service mark
of the other without the prior written consent of the other.
9. CONFIDENTIALITY
A. Subject to Articles 9B, 9C and 9D, and except in any proceeding to
enforce any of the provisions of this Agreement, neither party
will, without the prior written consent of the other, use,
publicize or disclose to any third party, either directly or
indirectly, any of the following (hereinafter "Confidential
Information"):
(1) this Agreement or any of the terms or conditions of this
Agreement; or
(2) any confidential or proprietary information or data, either
oral or written, received from and designated as such by
the disclosing Carrier.
B. If either Carrier is served with a subpoena or other legal process
requiring the production or disclosure of any Confidential
Information, then that Carrier, before complying, will immediately
notify the non-disclosing Carrier and the non-disclosing Carrier
shall have a reasonable period of time to intervene and contest
disclosure or production.
C. If a governmental authority requests either Carrier to produce or
disclose to the authority this Agreement or any of the terms or
conditions of this Agreement, or if any governmental regulatory
agency (e.g., SEC or DOT) requires the production or disclosure of
this Agreement or its terms, such Carrier, at its option and after
notifying the other Carrier, may produce or disclose the requested
document or information.
D. If any financial institution requests or requires production or
disclosure of this Agreement or its terms, ZK and UA may produce
or disclose this Agreement provided the financial institution
agrees to keep the disclosed material and information
confidential.
E. Upon termination of this Agreement, all Confidential Information,
including any copies thereof made by the receiving party, must be
returned to the disclosing Carrier.
10. FORCE MAJEURE
Neither Carrier will be liable for delays or failure in performance under
this Agreement caused by acts of God, war, strikes, labor disputes, work
stoppage, fire, acts of government or any other cause, whether similar or
dissimilar, which is beyond the control of that Carrier.
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11. NATURE OF RELATIONSHIP BETWEEN ZK AND UA
The relationship of the Carriers hereto is that of independent
contractors. Nothing in this Agreement is intended or shall be construed
to create or establish any partnership or joint venture relationship
between the Carriers.
12. TERMINATION FOR CAUSE
A. If either Carrier (the "Defaulting Party") becomes insolvent or is
subject to liquidation, composition with creditors, reorganization
or bankruptcy; if the other Carrier (the "Insecure Party") has
evidence that the Defaulting Party is not paying its bills when
due without just cause; if the Defaulting Party takes any step
leading to its cessation as a going concern; or if the Defaulting
Party either ceases or suspends operations for reasons other than
Force Majeure, then the Insecure Party may immediately terminate
this Agreement on notice to the Defaulting Party unless the
Defaulting Party immediately gives adequate assurance of the
future performance of this Agreement by establishing an
irrevocable letter of credit issued by an bank acceptable to the
Insecure Party, on terms and conditions acceptable to the Insecure
Party, in an amount sufficient to cover all amounts potentially
due from the Defaulting Party under this Agreement, which may be
drawn upon by the Insecure Party if the Defaulting Party does not
fulfill its obligations under this Agreement in a timely manner.
B. If either Carrier (the "Defaulting Party") fails to observe or
perform any of its material obligations under this Agreement and
if this failure continues for a period of thirty (30) days after
written notice to the Defaulting Party thereof (except for any
payments due, where the period to cure such non-payment will be
five [5] days after notice) then, without prejudice to any other
rights or remedies the other party may have, the other Carrier may
terminate this Agreement as of the expiration date of this notice
period.
13. POST-TERMINATION RIGHTS
Exercise by either Carrier of its right to terminate under any provision
of this Agreement will not affect or impair its right to enforce its
other rights or remedies under this Agreement. All obligations of each
Carrier that have accrued before termination or that are of a continuing
nature will survive termination, including, without limitation, any
confidentiality and indemnity provisions.
14. NON-WAIVER
Any previous waiver, forbearance, or course of dealing will not affect
the right of either Carrier to require strict performance of any
provision of this Agreement.
15. GENERAL INDEMNIFICATION
The Carrier operating the Code Share flight or providing goods or
services hereunder (the "Operating Carrier") agrees to indemnify and hold
harmless the other Carrier (the "Marketing Carrier"), its directors,
officers, employees, agents, subcontractors, and affiliates (each an
"Indemnitee") from and against any and all liabilities, claims, demands,
suits, damages, and losses, including, without limitation, all reasonable
attorneys' fees, costs and expenses in connection therewith or incident
thereto (including, without
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limitation, attorneys' fees incurred by the Marketing Carrier in
establishing its right to indemnification hereunder) (collectively
referred to in this Article as "Claims") of third parties for death or
personal injury to any person or persons whomsoever (including, without
limitation, the Operating Carrier's employees, but excluding the
Marketing Carrier's employees) and for loss of, damage to, destruction
of, any property whatsoever (including, without limitation, any loss of
use thereof), in any manner arising out of or in any way connected with
goods or services furnished or to be furnished by the Operating Carrier
under this Agreement, all whether or not arising in tort or occasioned in
whole or in part by the negligence of the Marketing Carrier of any type
or degree. The Operating Carrier shall, at the request of the Marketing
Carrier, negotiate and defend any Claim brought against any Indemnitee or
in which any Indemnitee is joined as a party defendant based upon any
other matters for which the Operating Carrier has agreed to indemnify
each Indemnitee as provided above. The Operating Carrier's obligations
under this Article will survive the expiration or termination of this
Agreement.
16. INSURANCE
A. (1) UA shall procure and maintain (i) third party liability
insurance for a minimum combined single limit (bodily
injury/property damage) of U.S. $300,000,000 (three hundred
million U.S. dollars) for each occurrence and (ii) Hull All Risks
and Hull War Risks insurance covering its fleet. ZK shall be named
as additional insured on UA's policies when UA is acting as the
Operating Carrier (the "Operating Carrier"). UA, as Operating
Carrier, shall waive their rights of subrogation against ZK. The
insurance policies shall be endorsed with severability of interest
clauses. UA shall furnish to ZK certificates of insurance
evidencing the foregoing coverage prior to the commencement of
this Agreement.
(2) ZK shall procure and maintain (i) third party liability
insurance for minimum combined single limit (bodily
injury/property damage) of U.S. $300,000,000 (three hundred
million U.S. dollars) for each occurrence and (ii) Hull All Risks
and Hull War Risks insurance covering its fleet. UA shall be named
as additional insured on ZKs policies when ZK is acting as the
Operating Carrier. ZK, as Operating Carrier, shall waive their
rights of subrogation against UA. The insurance policies shall be
endorsed with severability of interest clauses. ZK shall furnish
to UA certificates of insurance evidencing the foregoing coverage
prior to the commencement of this Agreement.
B. ZK and UA shall each procure at its own cost employer's liability
insurance and worker's compensation (or equivalent) against the
liabilities of each respective Carrier to its employees in an
amount not less than required by applicable law.
C. In the event of cancellation or adverse material change, the
additional insured shall be provided not less than thirty (30)
days prior written notice except that in the case of Hull War
Risks insurance such period of notice shall be seven (7) days or
such lesser period as may be available in accordance with the
applicable insurance policy requirements.
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17. EXCLUSION OF CONSEQUENTIAL DAMAGES
NEITHER CARRIER WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES, LOST PROFITS, OR LOST
PROSPECTIVE ECONOMIC ADVANTAGE, WHETHER OR NOT FORESEEABLE AND WHETHER OR
NOT BASED ON CONTRACT, TORT, WARRANTY CLAIMS OR OTHERWISE IN CONNECTION
WITH THIS AGREEMENT, AND/OR THE PRODUCTS OR SERVICES PROVIDED HEREUNDER,
AND EACH CARRIER HEREBY RELEASES AND WAIVES ANY CLAIMS AGAINST THE OTHER
CARRIER REGARDING SUCH DAMAGES.
18. NOTICES
Any notices required to be sent under this Agreement will be sent by
first class mail, postage prepaid, or any more expedient written means.
If to ZK, notices will be addressed as follows:
Great Lakes Aviation, Ltd.
1022 Airport Parkway
Cheyenne, Wyoming 82001
Attn: Doug Voss, President
If to UA, notices will be addressed as follows:
United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666
Attn: Vice President - Alliances
Notices sent via electronic means (e.g., telex, facsimile) will be
effective immediately if received prior to 5:00 p.m. local time of the
recipient. All other notices will be effective the first business day
after receipt.
19. GOVERNING LAW
This Agreement and any dispute arising under or in connection with this
Agreement, including any action in tort, will be governed and construed
by the laws of the State of Illinois U.S.A., without regard to any
conflict of laws principles which may direct the application of laws of
any other jurisdiction.
20. SEVERABILITY
Each provision of this Agreement shall be valid and enforced to the
furthest extent permitted by law. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or
enforceability of any other provision.
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21. ASSIGNMENT AND CHANGE OF OWNERSHIP
A. Neither Carrier may assign or otherwise transfer any of its rights
or obligations under this Agreement to any third party without the
prior written consent of the other.
B. Should for any reason whatsoever the ownership of either Carrier
change such that another air carrier or affiliate of an air
carrier acquires a ten percent (10%) or more ownership interest in
either party, then within thirty (30) days of such occurrence
either party may request renegotiation of this Agreement and,
failing successful renegotiation within sixty (60) days of the
request to renegotiate, either party may terminate this Agreement
upon thirty (30) days notice to the other party.
22. ENTIRE AGREEMENT
This Agreement, the Transition Agreement and the various side letters
issued pursuant to this Agreement, including any and all Attachments,
constitute the entire agreement and understanding of the Carriers
relating to the subject matter hereof, and supersedes all prior
agreements, whether oral or written, express or implied, between the
Carriers concerning the subject matter hereof. In the event that any
terms herein conflict with the terms of any interline or other agreement
between the Carriers, then the terms herein shall prevail, but shall not
supplant any conflicting terms in the other agreement. This Agreement may
be modified only by further written agreement signed by all of the
Carriers hereto.
23. EXISTING OBLIGATIONS
UA represents and warrants that the terms of this Agreement do not
violate any existing obligations or contracts of UA. ZK represents and
warrants that the terms of this Agreement do not violate any existing
obligations of ZK. Each Carrier shall defend, indemnify and hold the
other harmless from and against any and all claims, demands or causes of
action which are hereafter made or brought against it alleging any such
violation.
24. PERFORMANCE MEASURES (Attachment 6)
ZK agrees to provide UA, monthly, with performance measures that UA will
use to evaluate if ZK is providing service at a level that meets
pre-determined standards, as set forth in Attachment 6. Any failure to
maintain these standards shall immediately be brought to UA's attention
along with corrective actions taken or a corrective action plan. Any
non-compliance not promptly corrected to UA's satisfaction or repeated
non-compliance shall be grounds for termination by UA without further
liability, but with reservation of all other rights and remedies
available to UA, provided, however, that ZK's failure to maintain
performance standards shall not constitute grounds for termination if
ZK's failure to perform is due to the relevant and material fault of UA.
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IN WITNESS WHEREOF, the Carriers hereto have by their duly authorized officers
executed this Agreement as of the dates set forth below.
GREAT LAKES AVIATION, LTD. UNITED AIR LINES, INC.
By: /s/ Doug G. Voss By: /s/ Rono Dutta
---------------------------------- ------------------------------------
Name Douglas G. Voss Rono Dutta
Title: President and CEO President
Date: February 1, 2001 Date: January 31, 2001
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ATTACHMENT 1
CODE SHARING
A. City pairs displayed as UA*
Subject to all necessary regulatory approvals, deployment of IATCI One
Stop Check-In, and completion of necessary operational support
arrangements, UA shall display its UA designation code on selected
flights, operated by ZK, provided, however, that UA may remove, and ZK
may stop carrying, the UA designation from any flights, upon 360 day's
written notice:
ZK Operated Flights Between Chicago and
Chicago-Based Cities
Dubuque, IA
Muskegon, MI
Springfield, IL
Waterloo, IA
Iron Mountain, MI
Manistee, MI
Oshkosh, WI
Ottumwa, IA
ZK Operated Flights Between Denver and
Denver-Based Cities
Alamosa, CO
Alliance, NE
Amarillo, TX
Casper, WY
Chadron, NE
Cheyenne, WY
Cody, WY
Cortez, CO
Dickinson, ND
Dodge City, KS
Farmington, NM
Garden City, KS
Gillette, WY
Grand Island, NE
Gunnison, CO
Hayden, CO
Hays, KS
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Kearney, NE
Laramie, WY
Liberal, KS
Moab, AZ
McCook, NE
Norfolk, NE
North Platte, NE
Page, AZ
Phoenix, AZ
Pierre, SD
Pueblo, CO
Riverton, WY
Rock Springs, WY
Salina, KS
Santa Fe, NM
Scottsbluff, NE
Sheridan, WY
Telluride, CO
Vernal, UT
Williston, ND
Worland, WY
Yankton, SD
B. Inventory Management
The Carriers shall establish mutually agreed inventory management
procedures for Code Share flights, in accordance with the guidelines
outlined in Article 4 of this agreement ("Programs"), and including
for manually managed inventory allocations the areas for cooperation
outlined in Attachment 1A.
TO BE COMPLETED BY January 31, 2002
Action:
ZK Dick Fontaine HDQSCZK (307) 432-7020
UA Elisabeth Mach HDQIMUA (847) 700-6277
C. Code Share Schedule Operations
The Carriers will:
(1) establish a dedicated flight number range for use by ZK and UA on Code
Share flights.
(2) establish an automated transfer of flight schedule information via an
industry standard SSIM which includes comment 10 and 50 records to
identify the Code
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Share relationships. A "custom SSIM" from ZK will be used in place of
the OAG file to maintain ZK's schedule in the Apollo and Galileo
computer reservation systems.
(3) establish a communications procedure to advise the other of passenger
reaccommodation plans in the event of schedule changes involving a
Code Share flight.
TO BE COMPLETED BY January 31, 2002.
Action:
ZK Dick Fontaine HDQSCZK (307) 432-7020
UA Tina Drzal HDQRLUA (847) 700-5020
D. Interline Accounting
The Carriers shall establish all necessary accounting procedures, in
accordance with applicable IATA or ACH guidelines, including sampling
methodology, to facilitate settlement of all UA/ZK interline
transportation, including code share.
TO BE COMPLETED BY January 31, 2002.
Action:
ZK Teresa Henry HDQRAZK (307) 432-7040
UA Bob Portschy HDQANUA (847) 700-1601
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ATTACHMENT 1A
BUSINESS REQUIREMENTS CODE SHARE
TABLE OF CONTENTS
1.0 OVERVIEW
1.1 Introduction
1.2 Objective
2.0 REQUIREMENTS
2.1 Availability
2.2 Booking/Ticketing/CRS Fees
2.2.1 Sell
2.2.2 Disclaimer
2.2.3 Group Handling
2.2.4 Teletype (TTY)
2.2.5 Customer Inquiries
2.3 Inventory Maintenance
2.3.1 Inventory Control
2.3.2 Link Sells
2.3.3 Waitlist
2.4 Through Check In
2.5 Schedule Maintenance
2.5.1 Schedule Dissemination
2.5.2 Schedule Change
2.5.3 Passenger Reaccommodation
2.5.4 Seat Reaccommodation
2.6 Accounting Systems
2.7 Frequent Flyer
3.0 Hardware
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1.0 OVERVIEW
The purpose of this Attachment 1A is to provide a method that will
allow UA's code to be reflected on certain ZK flights. Each Carrier
shall perform this procedures in a fully automated manner, or manually
until a fully automated method can be implemented.
2.0 REQUIREMENTS
General Requirement
Support code share for the city pairs as set forth on Attachment 1,
paragraph A.
2.1 Availability
The Carrier shall provide the capability to display the service as an
on-line connection using the designated Carrier's code (UA).
2.2 Booking/Ticketing/CRS Fees
2.2.1 Sell
The Carriers shall provide support for segment sell of the
on-line connection by line number from availability.
The Carriers shall provide support for the manual sell of the
connection using either the code share flight number or the
base flight number.
The Carriers shall provide for any fees associated with either
ticket handling fees or CRS fees related to transportation of
a passenger to be paid, by segment, by the Operating Carrier.
ZK and UA will establish a process to ensure that all such
fees are appropriately accounted for. The Operating Carrier
will be responsible for CRS fees at the level of participation
of the Marketing Carrier.
In this connection, the Marketing Carrier will be obligated to
provide the Operating Carrier only the CRS vendor's invoice
and the CRS vendor's generated microfiche or hard copy of
bookings for flights of Operating Carrier, and the Operating
Carrier must reimburse the Marketing Carrier based upon the
data reflected in those documents without adjustment.
2.2.2 Disclaimer
The Carriers shall provide for a disclaimer to accompany a
sell of a shared-code flight identifying the Carrier operating
the flight. The
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disclaimer must be distributed to CRS's and to schedule
dissemination services such as the Official Airline Guide (OAG).
2.2.3 Group Handling
Groups will be booked through each Carrier's group desk.
2.2.4 Teletype (TTY)
Teletype processing will be handled for UA or ZK designated flights
as it is currently handled today.
The information will be updated within the PNR of the respective
system automatically and will be passed with the PNR on the
exchange of PNRs.
2.2.5 Customer Inquiries
Procedures will be established through the reservations groups to
be able to identify where a PNR exists and be able to direct the
customer appropriately.
2.3 Inventory Maintenance
2.3.1 Inventory Control
The operating Carrier will develop a method for inventory control
on each Code Share flight to/from the designated cities and will
maintain control of that inventory. The designated Carrier will
create a pseudo flight with the appropriate inventory. The yield
management groups of both Carriers will agree on the following:
- A method of managing inventory allocations on shared-code
flights.
- Actual allocation of agreed number of seats by cabin.
- Close off and transfer of PNRs, at a minimum 24 hours prior
to departure of shared-code flights.
- For manually managed inventory allocations, exchange of
industry standard PNL's, at a maximum 72 hours prior to
departure, and ADL's at a mutually agreed time prior to
departure, of shared code flights.
- Class of service and class of service equivalency
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- A communications procedure to allow ad hoc inventory changes
and to ensure that unused inventory is released or
transferred.
2.3.2 Link Sells
Allow a shared-code flight to be sold from an availability display
provided to another Carrier.
2.3.3 Waitlist
Waitlists will be open at start up of the Code Share arrangement.
2.4 Through Check In
Provide the capability to through-check customers via the use of IATCI
standards.
2.5 Schedule Maintenance
2.5.1 Schedule Dissemination
Each Carrier will establish an automated transfer of flight schedule
information via an industry standard SSIM which includes comment 10
and 50 records to identify the Code Share relationships. A "custom
SSIM" from ZK will be used in place of the OAG file to maintain ZK's
schedule in the Apollo and Galileo computer reservation systems.
2.5.2 Passenger Reaccommodation
Reaccommodations will be worked through close coordination between
the reservations groups of the two Carriers.
2.5.3 Flight Information
ZK and UA will evaluate procedures for exchanging and updating FLIFO
information in each other's systems. Procedures and responsibility
will be determined and mutually agreed by the Carriers.
2.6 Accounting Systems
Accounting based on billing is currently handled on a manual basis for bank
Air Lines flights and does not create any new issues. Any special prorates
must be communicated to accounting to ensure proper billing.
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2.7 Frequent Flyer
Procedures for providing automated accrual and redemption will be
established by respective Frequent Flyer organizations.
3.0 Hardware
Each Carrier will provide and pay for installation and maintenance of
computer equipment necessary for the other to support Code Share
operations. This equipment may include, but is not limited to
check-in terminals, boarding pass printers and bag tag printers. Any
monthly charges associated with such equipment will be paid by the
Carrier supplying said equipment.
Upon termination of Code Share operations, for any reason, the
Carriers will return any equipment owned by the other party.
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ATTACHMENT 2
CODE SHARE EMERGENCY PROCEDURES
In order to properly prepare and plan coordinated communications efforts between
the Carriers in the event of an emergency, as defined below, involving a Code
Share flight, both Carriers will (i) exchange and update the appropriate
telephone numbers and SITA addresses of the operating Carrier to which the code
sharing Carrier may refer customer/relative inquiries in the event of an
emergency and (ii) discuss any other necessary coordinated emergency response
procedures. Although each situation must be evaluated on its own merit, common
sense must prevail as a guide for all parties to follow.
Definitions:
- -Emergency
Any occurrence involving a Code Share flight that results in injury or death, or
has the potential for injury or death to any person or the loss or damage or the
potential for loss or damage to private, public, or Carrier property.
- -Aircraft Accident
Any occurrence associated with the operation of an aircraft, which takes place
between the time the captain has released the parking brake for pushback or taxi
and has set the parking brake and all checklists are completed, in which any
person who has boarded the aircraft with the intention of flight suffers death
or serious injury or in which an aircraft receives substantial damage.
- -Hijacking (Air Piracy)
Any seizure or exercise of control by force or violence, or threat of violence,
and with wrongful intent of an aircraft in air commerce.
- -Red Alert
The classification for a situation where a major problem exists that may result
in an accident as defined above. Examples include a landing gear failure to
extend, fire in flight, or other aircraft damage that will likely require
outside agencies such as police, fire, ambulances, and physicians to respond.
Both Carriers agree to comply with the relevant requirements of government
agencies having jurisdiction in respect of an Emergency, Aircraft Accident,
Hijacking or Red Alert.
Appropriate UAL telephone numbers in the event of an emergency as described
above:
UAL Shift Manager (24 Hours)
847 700-6295 (Phone)
847 700-2005 (FAX)
HDQOPUA (SITA Address)
Appropriate ZK telephone numbers in the event of an emergency as described
above:
ZK Shift Manager (24 Hours)
307-432-7222 (Phone)
307-432-7221 (FAX)
HDQOOZK (SITA Address)
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Any change to the above referenced phone numbers or contacts is to be
communicated to the above referenced SITA addresses with a request for a
confirming telex back to the originator to acknowledge receipt.
B. EMERGENCY PLAN
(1) The Carriers mutually agree to subscribe to the IATA Standards and
Recommended Practices for the Assistance of Survivors and Families of
Passengers in the Aftermath of an Aircraft Accident or Incident.
(2) In addition to the aforementioned procedures, the Carriers will meet
and endeavor to mutually agree on a detailed emergency plan.
TO BE COMPLETED BY January 31, 2002
Action:
ZK Dick Nelson HDQSCZK (307) 432-7210
UA Jim Konz HDQCSUA (847) 700-5133
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ATTACHMENT 3
PRORATES AND FREQUENT FLYER PROGRAM
A. Prorates
ZK and UA shall provide access to each other's system by maintaining the
current standard prorate methodology (straight rate proration) to support
the overall program and to stimulate incremental traffic from UA to ZK,
and ZK to UA.
TO BE COMPLETED FOR IMPLEMENTATION, AS MUTUALLY AGREED, EFFECTIVE January
31, 2002
Action:
ZK Teresa Henry HDQRAZK (307) 432-7040
UA Yvonne Fox HDQNCUA (847) 700-4963
B. Frequent Flyer Program
ZK and UA shall implement mutually beneficial programs to enhance ZK/UA
passenger loyalty including, as follows:
. Handling of Frequent Flyer accrual information on ZK and UA
flights to provide consistency.
. Accrual and redemption levels to be charged by each Carrier for
travel by its Frequent Flyer members on code share sectors
operated by the other.
IMPLEMENTATION PLAN, AS APPROPRIATE, TO BE COMPLETED FOR IMPLEMENTATION
ON January 31, 2002.
Action:
ZK Dick Fontaine HDQSCZK (307) 432-7020
UA Lou Brigham HDQPRUA (847) 700-7692
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ATTACHMENT 4
JOINT SERVICE FEATURES
A. Automated One Stop Check-In
When the UA/ZK codeshare arrangement becomes operational, both Carriers
shall have developed, tested, and implemented fully automated One Stop
Check-In. Services rendered shall include:
- Seat Assignments
- Boarding Cards
- Frequent Flyer Credit
- Baggage Check to final destination
for up to three segments under each Carrier's designator code, for a
maximum of six (6) segments (five connecting points). Segments under the
"UA" designator code may include flights operated by UA Express Carriers.
TO BE IMPLEMENTED BY January 31, 2002 FOR THE CITY PAIRS AS SET FORTH ON
ATTACHMENT 1, PARAGRAPH A AND B OF THE CODE SHARE AND REGULATORY
COOPERATION AGREEMENT.
Action:
ZK Jim Frazier HDQSCZK (307) 482-7270
UA Brett Anderson DENKAUA (303) 779-7081
B. Improved Connection Scheduling
(1) Each Carrier shall complete a review of all practical ZK/UA
schedule improvement possibilities at all common gateways.
(2) Each Carrier shall establish a plan for ongoing, regularly
scheduled reviews to optimize future schedule changes by either
party.
TO BE COMPLETED BY January 31, 2002.
Action:
ZK Dick Fontaine HDQSCZK (307) 432-7020
UA Tim Drzal HDQASUA (847) 700-5020
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C. Inflight Service Coordination
The Carriers shall establish a forum to exchange ideas and suggestions on
Inflight Services to help provide consistency for the customer.
TO BE COMPLETED BY January 31, 2002, FOR IMPLEMENTATION by the first day
of operation of the codeshare - to be determined.
Action:
ZK Dick Nelson HDQSCZK (307) 432-7210
UA Arlene Johnson HDQSWUA (847) 700-3592
D. Seamless Transfer Service
The Carriers shall evaluate and develop proactive procedures and identify
facilities to be used to ensure expeditious check-in and transfer of
passengers and baggage between the respective services at all common
hubs. Areas for review and coordination include:
(1) Support for connecting passengers and baggage
(2) Information and directional signage to assist customers
(3) Security procedures as governmentally required
TO BE COMPLETED FOR IMPLEMENTATION BEGINNING ON January 31, 2002.
Action:
ZK Jim Frazier HDQSCZK (307) 432-7270
UA James Gabriel HDQCSUA (847) 700-5393
E. Group Procedures
Groups shall be booked through each Carrier's group desk.
Contacts:
ZK Pam Flynn HDQSCZK (307) 432-7295
UA Pat Snelling HDQRRUA (313) 234-6937
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F. Air Cargo Service
ZK and UA shall review and implement, as agreed, programs including
prorates, booking and inventory capabilities, and joint trade show
participation.
ZK Brent Skillman HDQSCZK (612) 889-9329
UA Michael Stacy HDQSAUA (847) 700-5637
TO BE COMPLETED FOR IMPLEMENTATION BEGINNING ON January 31, 2002
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ATTACHMENT 5
DISTRIBUTION/AUTOMATION
A. Display Improvement
To the extent permitted by applicable law and regulations, UA and ZK
connections shall receive preference in the Carrier specific display
option or direct access programs either UA or ZK has with any other
computer reservation systems used by travel agents, corporate accounts,
or any non-airline staff for the purpose of making airline reservations,
or internal displays.
TO BE COMPLETED BY January 31, 2002.
Action:
ZK Pam Flynn HDQSCZK (307) 432-7295
UA George Tyms HDQIMUA (847) 700-5667
B. Quality Control
ZK and UA shall each use its best, commercially reasonable efforts to
ensure that the other party's flights, connect points, fares, and rules
both on-line and between ZKJUA are included in each Carrier's respective
host and affiliated CRS system data base and are eligible for display
subject to system constraints and applicable laws and regulations.
TO BE COMPLETED BY January 31, 2002.
Action:
ZK Pam Flynn HDQSCZK (307) 432-7295
UA George Tyms HDQIMUA (847) 700-5667
C. Preferential Selling/Reservation Sales
ZK and UA shall implement programs and incentives to motivate key ZK and
UA reservations to reciprocally sell their code share products, on a
"second to on-line" basis.
TO BE COMPLETED FOR IMPLEMENTATION BY January 31, 2002.
Action:
ZK Dick Fontaine HDQSCZK (307) 432-7020
UA Teri Hartwig HDQRZUA (847) 700-5942
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ATTACHMENT 6
PERFORMANCE MEASURES
ZK shall provide monthly results of its performance, system-wide, to UA, and
shall meet the minimum performance standards as follows, or meet the performance
standards as reported by UA for Denver for the same period and operational
categories, whichever is lower:
.. Flight Schedule Departure Completion (excluding weather and ATC): 98.0%
.. On-time departures as scheduled (zero) 56.0%
ZK agrees to ensure that this information is accumulated and maintained in such
a manner that it can be readily audited for accuracy by representatives of UA.
UA, or its representatives, shall have the right to audit such information at
any reasonable time at the location where the records are maintained by ZK.
Action:
ZK Dick Nelson HDQSCZK (307) 432-7210
UA Dennis Berry HDQNCUA (847) 700-9378
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