Training Courses 16.4.1 Training courses, as well as the minimum and maximum numbers of trainees per course provided for the Buyer’s personnel, are defined in the applicable training course catalog published by ANACS (the “Training Course Catalog”) and will be scheduled as mutually agreed upon during a training conference (the “Training Conference”) that will be held as soon as practicable after signature of this Agreement and no later than May 31, 2007. AVA - A320 Family PA AMENDED AND RESTATED
16.4.2 The following terms will apply when training is performed ANACS:
(i) Subject to 16.4.2(ii) below, training courses will be standard Airbus courses as described in ANACS applicable Training Course Catalog valid at the time of execution of the course. ANACS will be responsible for all training course syllabi, training aids and training equipment (not to include aircraft) necessary for the organization of the training courses.
(ii) Where ANACS agrees to perform training using Buyer’s standard courses, Buyer will be responsible for taking all steps necessary to assure approval by applicable Aviation Authorities of such training (including any needed approvals of specific ANACS instructors).
(iii) The training curricula and the training equipment used for flight crew, cabin crew and maintenance training will not be fully customized but will be configured in order to obtain the relevant Aviation Authority’s approval and to support the Seller’s training programs. Notwithstanding the foregoing, the training curricula used for training performed under such circumstances shall enumerate any differences that exist between the non-customized material and Buyer’s detailed specification.
(iv) Training data and documentation necessary for training detailed in Appendix A to this Clause 16 will be and will not be revised. Training data and documentation will be marked “FOR TRAINING ONLY” and as such will be supplied for the sole and express purpose of training.
(v) Upon the request of the Buyer [*], the Seller will collect and pack for consolidated shipment to the Buyer’s facility, all training data and documentation of the Buyer’s trainees attending training at the Seller’s Training Center. This training data and documentation will be delivered [*]. It is understood that title to and risk of loss of the training data and documentation will pass to the Buyer [*].
16.4.3.1 If the Buyer decides to cancel fully or partially or reschedule, a training course, a minimum advance notification of at least [*] calendar days prior to the relevant training course start date is required.
16.4.3.2 If such notification is received by the Seller or ANACS less than [*] but more than [*] calendar days prior to such training, a cancellation fee corresponding to [*] of such training will be deducted from the training allowance defined in Appendix A to the extent sufficient allowance then remains, with any balance invoiced at the price corresponding to such training in the then current ANACS Customer Services Catalog.
16.4.3.3 If such notification is received by the Seller less than [*] calendar days prior [*] of such training will be deducted from the training allowance defined in Appendix A to the extent sufficient allowance then remains, with any balance invoiced at the price corresponding to such training in the then current ANACS Customer Services Catalog.
16.4.3.4 [*]
HHSC and Contractor Agreements HHSC and Contractor hereby agree:
A. That in the event any provision of this Contract becomes unenforceable or void all other provisions of this Contract will remain ineffect.
B. That the Contractor may not transfer or assign this Contract without the express prior written approval of HHSC.
C. That this Contract may be assigned to a state agency or agencies.
D. That HHSC may amend this Contract by written notice to the Contractor. HHSC reserves the right to amend this Contract through execution of a unilateral amendment signed by an HHSC person with delegated signature authority and provided to the Contractor under the following circumstances:
1. to correct an obvious clerical error in the Contract;
2. to incorporate new or revised federal or state statutes, rules or policies;
3. to comply with a court order or judgment; and
4. to change the name of the Contractor to reflect the Contractor's name as recorded by the Texas Secretary of State.
E. That nothing in this Contract or any conduct by a representative of HHSC relating to this Contract shall be construed as a waiver of the state's sovereign immunity to suit.
F. That neither party to this Contract waives its right to enforce a right under this Contract by failing to enforce or delaying the enforcement of any other right under this Contract.
G. That the Contractor is an independent contractor and not an employee of HHSC for any purpose. The Contractor and HHSC agreethat:
1. HHSC will not withhold or pay on behalf of the Contractor any sums for income tax, unemployment insurance, Social Security or any other withholding, or make available to the Contractor any of the benefits, including workers' compensation insurance coverage and health and retirement benefits, afforded to HHSC employees; and
2. the Contractor must indemnify HHSC from any liability, including attorneys' fees and legal expenses, incurred by HHSC with respect to claims that HHSC should have been withholding or making payments on behalf of the Contractor or providing benefits to the Contractor's employees.
H. That nothing in this Contract is intended to create a joint venture, a partnership or a principal-agent relationship.
I. That the Contractor assigns to HHSC all claims for overcharges associated with this Contract arising under the anti-trust laws of the United States, 15 U.S.C. §§ 1-38, or the anti-trust laws of the state of Texas, Tex. Bus. & Com. Code, §§ 15.01-.40.
J. That HHSC has authority to monitor and conduct fiscal and program compliance reviews of the Contractor and its subcontractor(s) to the extent of services provided under the terms of this Contract. The Contractor will grant on-site access at reasonable times to all records relating to services provided and payments received under the terms of this Contract to state and federal auditing agencies and personnel and representatives of HHSC and HHS when it is deemed necessary by such agencies for purposes of inspection, monitoring, auditing or evaluating Contractor's performance under this Contract and compliance with applicable state and federal laws, rules and regulations; the applicable HHSC provider handbook or manual; and this Contract. That for Title XX programs, HHSC shall, by Form 2029, Information Worksheet – POS Contract, set the rate or maximum amount of funds or both available to be paid to Contractor by HHSC. Form 2029 is incorporated into and made a part of this Contract and is effective for the time stated on the form. Form 2029 may be amended by HHSC as necessary to comply with state and federal laws and regulations or renewed by HHSC by a new Form 2029 and incorporated into and made part of this Contract.
K. That in compliance with §2262.003, Texas Government Code:
1. the state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract;
2. acceptance of funds directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds; and
3. under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit.
L. That this Contract shall continue subject to the availability of appropriated funds or until the federal or state governments or both cease to participate in the program.
M. That any breach or violation of any of the provisions of this Contract or state or federal regulations shall make this entire Contract, at HHSC's option, subject to termination.
N. That if HHSC does not renew the Contractor's contract due to the Contractor's noncompliance with applicable federal or Texas statutes or rules, the Contractor cannot enter into another contract for a Community Services program until the application denial period established by HHSC expires.
O. That the venue for any lawsuit between HHSC and the Contractor shall be Travis County, Texas.
P. That this Contract may be terminated by:
PUBLIC CONTRACTS AND PROCUREMENT FRAUD Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, local, or tribal) contract or purchase order under a public contract; (b) have been in violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) have been indicted for or otherwise criminally or civilly charged by a government entity (federal, state, local, or tribal) with commission of any of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state, local, or tribal) terminated for cause or default.
Working Arrangements (i) The former industry practice whereby all Employees on site working in direct sunlight were relocated to shaded or air- conditioned areas when the temperature reached 32°C, will no longer operate.
(ii) At temperatures below 35°C workers are not to be relocated out of direct sunlight unless the work environment creates a serious risk to their health and safety, having regard to the nature of the tasks being undertaken, provided that the task or activity being performed is completed and the penalty provisions as for emergency work under the Award shall apply.
(iii) Once the temperature reaches 35°C work will cease, and workers may leave the site, provided that the task or activity being performed is completed and the penalty provisions as for emergency work under the Award shall apply.
(iv) During periods of hot weather, work in air-conditioned environments shall continue as normal. Workers will walk a reasonable distance through the open to and from amenities and the air-conditioned workspace, provided it does not pose a serious threat to their health or safety. Alternatively, where the Employer can artificially ventilate covered spaces onsite and reduce the temperature to below 35°C, work may continue as normal subject to consultation and agreement with affected Employees to comply with the provisions of this clause.
(v) By agreement with the OH&S committee and head contractor during periods of Inclement Weather (heat) the Saturday break roster can be applied to weekday work.
Training and Promotion a. The contractor will assist in locating, qualifying, and increasing the skills of minorities and women who are applicants for employment or current employees. Such efforts should be aimed at developing full journey level status employees in the type of trade or job classification involved.
b. Consistent with the contractor's work force requirements and as permissible under Federal and State regulations, the contractor shall make full use of training programs, i.e., apprenticeship, and on-the-job training programs for the geographical area of contract performance. In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contracting agency may reserve training positions for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a).
c. The contractor will advise employees and applicants for employment of available training programs and entrance requirements for each.
d. The contractor will periodically review the training and promotion potential of employees who are minorities and women and will encourage eligible employees to apply for such training and promotion.
Trainings Appointment of any length involving two (2) or more Consumers who might need to split up to join different trainings, group discussions, etc.
Training and Support Licensor shall offer installation support to the Licensee and each of the Members, including assisting with the implementation of any Licensor software. Licensor will provide appropriate training to Licensee and Member staff relating to the use of the Licensed Materials and any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Members in use of the Licensed Materials, including providing help files and other appropriate user documentation in connection with the use of and access to Licensed Materials. Licensor will, at a minimum, make its personnel available by email, telephone or via the Web, or in person during Licensor’s regular business hours, Monday through Friday, for training and user access support.
Flexible Working Arrangements In accordance with the Employment Relations Act 2000, an employee affected by family violence may request a short-term (two months or less) variation of their employment arrangements to assist the employee to deal with the effects of family violence.
Covered Contracts and Contractors If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principle place of business, then the Contractor must comply with the requirements of Minnesota Statute § 363A.36 and Minnesota Rule Parts 5000.3400-5000.3600. A Contractor covered by Minnesota Statute § 363A.36 because it employed more than 40 full-time employees in another state and does not have a certificate of compliance, must certify that it is in compliance with federal affirmative action requirements.
Contractor Guaranties Contractor shall:
(a) Perform fully under the Contract;
(b) Guarantee the Goods or Services against defective material or workmanship and to repair any damage or marring occasioned in transit or, at the Client Agency's option, replace them;
(c) Furnish adequate protection from damage for all work and to repair damage of any kind, for which its workers are responsible, to the premises, Goods, the Contractor’s work or that of Contractor Parties;
(d) With respect to the provision of Services, pay for all permits, licenses and fees and give all required or appropriate notices;
(e) Adhere to all Contractual provisions ensuring the confidentiality of Records that the Contractor has access to and are exempt from disclosure under the State’s Freedom of Information Act or other applicable law; and
(f) Neither disclaim, exclude nor modify the implied warranties of fitness for a particular purpose or of merchantability.
