Common use of Services and Standards Clause in Contracts

Services and Standards. (a) Delta agrees to provide to Airline those routine and on-call maintenance services more particularly described in the Exhibits hereto (“Services”) at the location(s) designated in each of the Exhibits on an as requested, as-needed basis. In those instances where Delta and Airline have a need for work at the same time, Delta will prioritize those needs, taking into account the type of problem, departure times and resources then currently available. After such evaluation, Delta will satisfy the most critical need first. Where such evaluation reveals that each of Delta’s and Airline’s needs are equally critical, Delta’s need will be satisfied first, however, Delta will make reasonable efforts to call in additional resources to minimize any impact on Airline’s operation. (b) The services provided shall be exclusively for line maintenance and does not include any other department of services of Delta. (c) All training of Delta personnel which may be required by Delta to perform the Services shall be provided by the Airline at the location(s) where the Services are to be provided, or such other location as mutually agreed, at Airline’s sole cost and expense. Airline shall be invoiced by Delta for time required for such training at the [REDACT] rate as set forth in the Mutual Assistance Ground Service Agreement (MAGSA) as revised annually on each successive April 1 calendar date. (d) Airline will supply any forms, documents, or other printed matter (in a format useable by Delta using Delta’s most current equipment) required for the proper performance of Delta’s obligations under this Agreement. (e) The standards, specifications, practices and procedures to be followed by Delta in furnishing the Services shall be those followed by Delta in connection with its own operations. However, Airline’s GMM/SPM shall take precedence when conflicts arise between Airline and Delta standards, specifications, practices, and procedures. By executing this Agreement, Airline acknowledges that Delta has furnished all information and materials desired by Airline concerning Delta’s on-call line maintenance procedures and practices and that such procedures and practices are acceptable to Airline. (f) In the performance of this Agreement, Delta shall act, for all purposes, as an independent contractor and not as an agent or employee of Airline. The employees furnishing services on behalf of Delta shall act solely on behalf of Delta and under no circumstances shall they be deemed employees or agents of Airline. (g) Airline shall furnish Delta with all current technical data relative to Airline’s aircraft, engines, components and equipment as may be necessary or required by Delta to perform the Services hereunder. (h) It is the responsibility of Airline to ensure that the latest and valid revision of technical documentation and/or check sheets are available to Delta for the performance of Services at the applicable locations. (i) Airline expressly agrees that during the term of this Agreement, an employee or agent of Airline shall at all times be in charge of and in custody and control of any property of Airline being serviced by Delta. THIS AGREEMENT IS STRICTLY A CONTRACT FOR SERVICES. THE PARTIES HEREBY STIPULATE AND AGREE THAT THIS AGREEMENT DOES NOT CONFER UPON DELTA ANY CONTROL OVER, OR OBLIGATION OF BAILMENT WITH RESPECT TO ANY EQUIPMENT OWNED OR OPERATED BY AIRLINE, AND DOES NOT SUBJECT DELTA TO ANY OF THE LIABILITIES OF AN OWNER, USER, LESSOR, BAILEE OR OPERATOR OF ANY EQUIPMENT OWNED OR OPERATED BY AIRLINE. EXCEPT AS MAY BE PROVIDED IN OTHER AGREEMENT(S) BETWEEN DELTA AND AIRLINE. (j) Delta shall provide all common lubricants, fluids, hardware and supplies and Airline shall furnish all parts and peculiar, lubricants, fluids, hardware and supplies required by Delta to perform the Services. All such supplies provided and expended by Delta in performing the Services will be charged to Airline at Delta’s cost plus [REDACT]. In the event that Airline does not timely provide parts required by Delta to perform the Services, Delta may, at its option, supply such parts. The cost of such parts provided by Delta hereunder will be charged to Airline at Delta’s cost plus [REDACT].

Services and Standards. 2.1 From and after the Commencement Date, Contractor shall furnish to Delta at Delta's facilities located at Cleveland Hopkxxx Xxxernational Airport in Cleveland, Ohio (athe "Airport") the ground services described in Exhibit A attached hereto and incorporated herein by reference (such services are sometimes referred to herein as the "work"). Such services shall be performed in accordance with the specifications and other requirements referenced or set forth in EXHIBIT A. As provided in Section 5 hereof, it is understood that certain additional services may be required and shall be provided under this Agreement, even though not specifically listed in EXHIBIT A. 2.2 The services described in EXHIBIT A will be made available without further request for arrivals and departures scheduled to be made at the Airport by aircraft of Delta or other carriers ground handled by Delta from time to time. Delta operates certain flights under the name "Delta Express." Such operations are Delta operations for all purposes under this Agreement. Delta will coordinate with Contractor all proposed schedule changes or additions at least fifteen (15) days in advance of the effective date thereof, and Contractor will advise Delta as to Contractor's ability to accommodate such changes within five (5) days thereafter. 2.3 The services provided under this Agreement shall be performed in a timely and professional manner at all times and shall be performed in full compliance with Delta's Ground Operations Manual ("GOM") as such manual may be in effect from time to time. All personnel utilized by Contractor shall be properly attired in accordance with the uniform specifications set forth in EXHIBIT B hereto and shall be able to perform the contracted services competently. 2.4 Contractor's employees who operate motorized vehicles in the performance of the work must possess a valid state driver's license for the state in which the services performed and a valid Delta Mobile Equipment Operator's License. 2.5 All services shall be furnished by Contractor as an independent contractor. All personnel utilized by Contractor in the furnishing of such services shall be employees of Contractor and under no circumstances shall be deemed employees of Delta. Contractor shall be fully responsible for all acts and omissions of such personnel. Contractor shall bear sole responsibility for payment of compensation to its personnel. Contractor shall withhold (if applicable), pay and report, for all personnel assigned to Delta's work, federal, state and local income tax withholding, social security taxes, employment head taxes, and unemployment insurance applicable to such personnel as employees of Contractor. Contractor shall bear sole responsibility for any health or disability insurance, retirement benefits, or welfare, pension or other benefits (if any) to which such personnel may be entitled. Contractor agrees to provide defend, indemnify, and hold harmless Delta, Delta's officers, directors, employees and agents, and the administrators of Delta's benefit plans, from and against any claims, liabilities, or expenses relating to Airline those routine such compensation, tax, insurance, or benefit matters. 2.6 Contractor agrees to use its best efforts to follow any instructions provided by Delta's Station Manager/Director or his designee regarding the standards, procedures, and on-call maintenance practices to be followed in furnishing services more particularly described pursuant to this Agreement. In the absence of such instructions, services will be furnished in accordance with the accepted standards, practices, and procedures normally followed in the Exhibits hereto (“Services”) at the location(s) designated industry in each of the Exhibits connection with such operations. Delta's Station Manager/Director or his designee shall be authorized to request services on an as requested, as-needed basis. In those instances where Delta and Airline have a need for work at the same time, Delta will prioritize those needs, taking into account the type of problem, departure times and resources then currently available. After such evaluation, Delta will satisfy the most critical need first. Where such evaluation reveals that each behalf of Delta’s and Airline’s needs are equally critical, Delta’s need will be satisfied first. Provided, however, Delta will make reasonable efforts for purposes of this Section 2.6, if the services to call in additional resources be provided under this Agreement include cargo or mail handling services, then Contractor shall coordinate with both Delta's Station Manager/Director and Delta's Cargo Regional Manager or Cargo Manager for the Airport or their respective designees for all matters addressed by this Section 2.6 with respect to minimize any impact on Airline’s operationsuch cargo and mail handling services. (b) The 2.7 All services provided performed hereunder shall be exclusively performed in a manner which ensures health and safety. Contractor shall comply with all laws, rules, regulations and procedures relating to health and safety. Without limiting the foregoing general statements of Contractor's obligations, Contractor shall ensure that its employees wear all personal protective equipment necessary to protect such employees from potential hazards, including, without limitation. all personal protective equipment required by applicable laws, rules, regulations and procedures. 2.8 Contractor shall ensure that all personnel utilized in the performance of tile services required hereunder receive all operational and safety training necessary for line maintenance the safe and does competent performance of such services, including, without limitation, any specialized training provided or required by Delta and any training required by applicable laws, rules, regulations and procedures. Contractor shall designate an employee to be the Contractor's Training Coordinator responsible for the training of new employees, dissemination of new procedures and revisions to Delta's cargo manual and tariffs, and participation in Delta's "Train the Trainer" activities. All training must be documented in the Delta Automated Training Manual System (ATMS). Separate supporting documentation Must be maintained by Contractor for the longer of three (3) years or the period of time specified by applicable laws, rules, regulations and procedures. Delta shall have the right, but not include any the duty, to conduct audits of such training records as it deems prudent to ensure compliance with this requirement. 2.9 At Delta's request and upon the terms set forth herein, Contractor shall provide the services specified herein, as Delta's contractor, for other department of air carriers ground handled by Delta from time to time. Except as provided in Section 5.3 hereof, such services of shall be at no additional cost to Delta. Contractor shall perform the same services for the ground handled carrier's aircraft as are performed for Delta aircraft hereunder and such services shall be subject to the same standards and requirements, unless otherwise instructed by Delta. 2.10 At all times during which Contractor's employees are required to be performing the services required under this Agreement, Contractor agrees to maintain a competent work supervisor (cor other employee with responsibility for overseeing the performance of the services) All training located at the Delta facilities at which the services are to be performed, and to keep Delta's Station Manager/Director (or the Station Manager/Director's designated agent in charge) continuously advised of the locations) and telephone number(s) at which such work supervisor (or other employee with responsibility for overseeing the performance of the services) may be contacted to be advised of emergencies, worker absences, accidents involving workers. or substandard performance of work. The availability of such work supervisor or other employee shall in no way obligate Delta personnel to communicate any such information to Contractor. 2.11 Contractor shall comply with all applicable laws, rules, regulations and procedures which govern the services provided for In this Agreement. Contractor shall obtain all licenses and permits which may be required by Delta to perform the Services shall be provided by the Airline at the location(s) where the Services are to be provided, or such other location as mutually agreed, at Airline’s sole cost and expense. Airline shall be invoiced by Delta for time required for such training at the [REDACT] rate as set forth in the Mutual Assistance Ground Service Agreement (MAGSA) as revised annually on each successive April 1 calendar date. (d) Airline will supply any forms, documents, or other printed matter (in a format useable by Delta using Delta’s most current equipment) required for the proper performance of Delta’s obligations under this Agreement. (e) The standards, specifications, practices and procedures to be followed by Delta in furnishing the Services shall be those followed by Delta in connection with its own operations. However, Airline’s GMM/SPM shall take precedence when conflicts arise between Airline and Delta standards, specifications, practices, and procedures. By executing this Agreement, Airline acknowledges that Delta has furnished all information and materials desired by Airline concerning Delta’s on-call line maintenance procedures and practices and that such procedures and practices are acceptable to Airline. (f) In the performance of this Agreement, Delta shall act, for all purposes, as an independent contractor and not as an agent or employee of Airline. The employees furnishing services on behalf of Delta shall act solely on behalf of Delta and under no circumstances shall they be deemed employees or agents of Airline. (g) Airline shall furnish Delta with all current technical data relative to Airline’s aircraft, engines, components and equipment as may be necessary or required by Delta to perform the Services hereunder. (h) It is the responsibility of Airline to ensure that the latest and valid revision of technical documentation and/or check sheets are available to Delta governmental authority for the performance of Services at the applicable locations. (i) Airline expressly agrees that during the term contracted services and shall pay all fees and charges therefor. The foregoing obligations are in addition to those provided in Section 13 of this Agreement, an employee or agent of Airline shall at all times be in charge of and in custody and control of any property of Airline being serviced by Delta. THIS AGREEMENT IS STRICTLY A CONTRACT FOR SERVICES. THE PARTIES HEREBY STIPULATE AND AGREE THAT THIS AGREEMENT DOES NOT CONFER UPON DELTA ANY CONTROL OVER, OR OBLIGATION OF BAILMENT WITH RESPECT TO ANY EQUIPMENT OWNED OR OPERATED BY AIRLINE, AND DOES NOT SUBJECT DELTA TO ANY OF THE LIABILITIES OF AN OWNER, USER, LESSOR, BAILEE OR OPERATOR OF ANY EQUIPMENT OWNED OR OPERATED BY AIRLINE. EXCEPT AS MAY BE PROVIDED IN OTHER AGREEMENT(S) BETWEEN DELTA AND AIRLINE. (j) Delta shall provide all common lubricants, fluids, hardware and supplies and Airline shall furnish all parts and peculiar, lubricants, fluids, hardware and supplies required by Delta to perform the Services. All such supplies provided and expended by Delta in performing the Services will be charged to Airline at Delta’s cost plus [REDACT]. In the event that Airline does not timely provide parts required by Delta to perform the Services, Delta may, at its option, supply such parts. The cost of such parts provided by Delta hereunder will be charged to Airline at Delta’s cost plus [REDACT].

Services and Standards. (a) Delta agrees to provide to Airline those routine and on-call maintenance services more particularly described in the Exhibits hereto (“Services”) at the location(s) designated in each of the Exhibits on an as requested, as-needed basis. In those instances where Delta and Airline have a need for work at the same time, Delta will prioritize those needs, taking into account the type of problem, departure times and resources then currently available. After such evaluation, Delta will satisfy the most critical need first. Where such evaluation reveals that each of Delta’s and Airline’s needs are equally critical, Delta’s need will be satisfied first, however, Delta will make reasonable efforts to call in additional resources to minimize any impact on Airline’s operation. (b) The services provided shall be exclusively for line maintenance and does not include any other department of services of Delta. (c) All training of Delta personnel which may be required by Delta to perform the Services shall be provided by the Airline at the location(s) where the Services are to be provided, or such other location as mutually agreed, at Airline’s sole cost and expense. Airline shall be invoiced by Delta for time required for such training at the [REDACT] rate as set forth in the Mutual Assistance Ground Service Agreement (MAGSA) as revised annually on each successive April 1 calendar date. (d) Airline will supply any forms, documents, or other printed matter (in a format useable by Delta using Delta’s most current equipment) required for the proper performance of Delta’s obligations under this Agreement. (e) The standards, specifications, practices and procedures to be followed by Delta in furnishing the Services shall be those followed by Delta in connection with its own operations. However, Airline’s GMM/SPM shall take precedence when conflicts arise between Airline and Delta standards, specifications, practices, and procedures. By executing this Agreement, Airline acknowledges that Delta has furnished all information and materials desired by Airline concerning Delta’s on-call line maintenance procedures and practices and that such procedures and practices are acceptable to Airline. (f) In the performance of this Agreement, Delta shall act, for all purposes, as an independent contractor and not as an agent or employee of Airline. The employees furnishing services on behalf of Delta shall act solely on behalf of Delta and under no circumstances shall they be deemed employees or agents of Airline. (g) Airline shall furnish Delta with all current technical data relative to Airline’s aircraft, engines, components and equipment as may be necessary or required by Delta to perform the Services hereunder. (h) It is the responsibility of Airline to ensure that the latest and valid revision of technical documentation and/or check sheets are available to Delta for the performance of Services at the applicable locations. (i) Airline expressly agrees that during 2.1 During the term of this Agreement, an employee Contractor shall furnish security services to DELTA, as that term is generally understood in the air transportation industry and as more particularly set forth in Section 2.5 below (such services are sometimes referred to herein as the "work" or agent the "services"), at Willxxx X. Xxxby Airport located in Houston, Texas (the "Airport"), in a designated location(s) at the Airport, and Delta retains Contractor to furnish such services and shall pay Contractor therefor as hereinafter provided. Contractor shall furnish ALL personnel required to furnish the services in accordance with this Agreement and, if specified on EXHIBIT A attached hereto, shall also provide any material, equipment and supplies specified in Exhibit A, such costs to be included in the fees set forth in Section 3. 2.2 The services provided under this Agreement shall be of Airline the first class and shall be performed in a timely and professional manner at all times times, with any supplies and equipment provided by Contractor to be of good quality. 2.3 All personnel utilized by Contractor shall be properly attired in charge of uniforms acceptable to Delta and in custody shall be able to perform the contracted services competently. 2.4 Upon written direction from Delta, Contractor shall perform security services for any person, firm or corporation for which Delta performs passenger and/or baggage handling services. In such case, such services shall be at no additional cost to Delta unless Contractor both incurs additional costs and control of any property of Airline being serviced such costs have been appropriately authorized by Delta. THIS AGREEMENT IS STRICTLY A CONTRACT FOR SERVICES. THE PARTIES HEREBY STIPULATE AND AGREE THAT THIS AGREEMENT DOES NOT CONFER UPON DELTA ANY CONTROL OVER. 2.5 Contractor's services shall include but not be limited to: (a) Furnishing Delta with a sufficient number of Contractor's employees ("Security Personnel") to perform electronic screening of persons and the search of personal articles passing through security checkpoints at designated locations at the Airport in accordance with Federal Aviation Regulations Part 108 (C.F.R. part 108), OR OBLIGATION OF BAILMENT WITH RESPECT TO ANY EQUIPMENT OWNED OR OPERATED BY AIRLINE, AND DOES NOT SUBJECT DELTA TO ANY OF THE LIABILITIES OF AN OWNER, USER, LESSOR, BAILEE OR OPERATOR OF ANY EQUIPMENT OWNED OR OPERATED BY AIRLINE. EXCEPT AS MAY BE PROVIDED IN OTHER AGREEMENT(Sproviding seven (7) BETWEEN DELTA AND AIRLINEdays per week coverage on all shifts as required by Delta at the Airport. (jb) Furnishing uniformed Security Personnel at the Airport qualified to serve as Checkpoint Security Supervisors in the specific number and for the specific hours of duty as agreed upon by the parties hereto from time to time. Each Checkpoint Security Supervisor shall perform duties as set forth in Delta's Air Carrier Standard Security Program, as approved from time to time by the Federal Aviation Administration (the "FAA"). 2.6 All services shall be furnished by Contractor as an independent contractor. All personnel utilized by Contractor in the furnishing of such services shall be employees of Contractor and under no circumstances shall be deemed employees of Delta. Contractor shall be fully responsible for all acts and omissions of such personnel. Contractor shall bear sole responsibility for payment of compensation to its personnel. Contractor shall withhold (if applicable), pay and report, for all personnel assigned to Delta's work, federal, state and local income tax withholding, social security taxes, employment head taxes, and unemployment insurance applicable to such personnel as employees of Contractor. Contractor shall bear sole ability for any health or disability insurance, retirement benefits, or welfare, pension or response other benefits (if any) to which such personnel may be entitled. Contractor agrees to defend, indemnify, and hold harmless Delta, Delta's officers, directors, employees and agents, and the administrators of Delta's benefit plans, from and against any claims, liabilities, or expenses relating to such compensation, tax, insurance, or benefit matters. 2.7 All services performed hereunder shall be performed in a manner which ensures health and safety. Contractor shall comply with all laws, rules, regulations and procedures relating to health and safety. Without limiting the foregoing general statements of Contractor's obligations, Contractor shall ensure that its employees wear all personal protective equipment necessary to protect such employees from potential hazards, including, without limitation, all personal protective equipment required by applicable laws, rules, regulations and procedures. 2.8 Contractor shall ensure that all personnel utilized in the performance of the services required hereunder receive all operational and safety training necessary for the safe and competent performance of such services, including, without limitation, any training required by applicable laws, rules, regulations and procedures. Contractor must maintain documentation of such training for the longer of three (3) years or the period of time specified by applicable laws, rules, regulation and procedures. Delta shall provide have the right, but not the duty, to conduct audits of such training records as it deems prudent to ensure compliance with this requirement. 2.9 At all common lubricantstimes during which Contractor's employees are required to be performing the services required under this Agreement, fluidsContractor agrees to maintain a competent work supervisor (or other employee with responsibility for overseeing the performance of the services), hardware located in the general area of the Delta facilities at which the services are to be performed, and supplies keep Delta's Director/Station Manager (or the Director/Station Manager's designee in charge) continuously advised of the location(s) and Airline telephone number(s) where such work supervisor (or other employee with responsibility for overseeing the performance of the services) may be contacted to be advised of emergencies, worker absences, accidents involving workers or substandard performance of work. The availability of such work supervisor or other employee shall furnish in no way obligate Delta to communicate any such information to Contractor. 2.10 Contractor shall comply with all parts applicable laws, rules, regulations and peculiar, lubricants, fluids, hardware procedures which govern the services provided for in this Agreement. Contractor shall obtain all licenses and supplies permits which may be required by Delta to perform any governmental authority for the Services. All such supplies provided performance of the contracted services and expended by Delta in performing the Services will be charged to Airline at Delta’s cost plus [REDACT]. In the event that Airline does not timely provide parts required by Delta to perform the Services, Delta may, at its option, supply such partsshall pay all fees and charges therefor. The cost foregoing obligations are in addition to those provided in Section 6 of such parts provided by Delta hereunder will be charged to Airline at Delta’s cost plus [REDACT]this Agreement.