EXHIBIT 10.5
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AGREEMENT
BETWEEN
JETBLUE AIRWAYS
AND
▇▇▇▇ AEROFRAME SERVICES, LLC
FOR AIRCRAFT MAINTENANCE
AND MODIFICATION SERVICES
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NUMBER: EAS/JETBLUE AIRWAYS-1001
ISSUE DATE: 22 October 2001
REVISION 1: 20 November 2001
This Agreement has been made by and between:
JetBlue Airways, (a Delaware Limited Liability Company), whose
registered office is at:
▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(hereinafter referred to as "JETBLUE AIRWAYS")
and
▇▇▇▇ AEROFRAME SERVICES, LLC (a Delaware Limited Liability Company) whose
registered office is at:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(hereinafter referred to as "EAS")
Either or both of which may be hereinafter referred to as the "Parties" or
individually as the "Party".
Whereas, JETBLUE AIRWAYS, in connection with the maintenance and operation of
Aircraft, requires EAS to perform Maintenance Checks and Modification support,
which will be agreed upon between EAS and JETBLUE AIRWAYS in future Orders
making reference to this Agreement.
Whereas, EAS has the means, ability and wishes to render all the above mentioned
Maintenance Services,
Now, therefore, it has been agreed as follows:
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EAS/JETBLUE AIRWAYS-100l
22 October 2001 1
CONTENTS
ARTICLES
I - Definitions
II - Purpose of this Agreement
III - Duration of this Agreement
IV - Management of Maintenance Services
V - Scope of Services
VI - Quality Specifications
VII - Scheduling
VIII - Place of work and subcontracting
IX - Documentation
X - Material Supply
XI - Financial conditions
XII - Delays
XIII - Warranty
XIV - Liability
XV - Insurance
XVI - Waiver
XVII - Intellectual property rights
XVIII - Termination
XIX - Governing Law
XX - Miscellaneous
EXHIBITS
A - Pricing
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EAS/JETBLUE AIRWAYS-100l
22 October 2001 2
ARTICLE I - DEFINITIONS
In this Agreement and future related Orders, save where the context
requires the contrary, the following words and expressions shall have the
following meanings:
"JETBLUE AIRWAYS": includes JETBLUE AIRWAYS approved third parties, if any,
contracted by JETBLUE AIRWAYS whom JETBLUE AIRWAYS shall cause to be bound, as
applicable, by the same obligations as JETBLUE AIRWAYS's obligations under the
present Agreement.
"Agreement": the present agreement between EAS and JETBLUE AIRWAYS.
"Aircraft" means the aircraft on which JETBLUE AIRWAYS requests EAS to perform
Maintenance Services which will be identified in the relevant Orders to this
Agreement.
"Airframe Check Support" means the parts, materials and labor necessary to carry
out the airframe Check Maintenance Services on the Aircraft.
"Component" or "Equipment" means any component or any equipment part of an
Aircraft.
"Components Overhaul and Repair" means the parts, materials and labor necessary
to overhaul, maintain and/or repair Component parts of an Aircraft.
"Consumable/Expendable" means a part or material, which is routinely used and/or
discarded during the course of removal, maintenance, repair, overhaul, and
inspection services (i.e. nuts, bolts, rivets, sealants, etc)
Customer Work Order" the document, which specifies additional work, requested by
the customer to be performed by EAS.
"Delivery Point": means EAS's selected maintenance site, which will be specified
in each Order where JETBLUE AIRWAYS shall deliver DDP and collect Ex-Works the
Aircraft, Equipment or Component.
"DDP": Delivered Duty Paid, refers to Incoterms ICC 2000.
"Entry into service of an Aircraft": means date of the Aircraft delivery from
Aircraft manufacturer to the first operator of the Aircraft.
"Ex-Works": Refers to Incoterms ICC 2000.
"Flying Hour" or "Flight Hour": hours per WATOG definition.
"Incidental Parts and Materials" means all parts, materials, Components,
assemblies and other items employed in the course of Maintenance Services or
installed on the Aircraft other than such parts, materials, Components,
assemblies and other items furnished or supplied by JETBLUE AIRWAYS to EAS for
the purpose of this Agreement.
"Landing-Gear ship set": means the set of legs fitted on the concerned Aircraft.
The term "Landing-Gear" may, should no further indication be given in the text,
apply to one of the legs, or to the complete set of legs (nose and both main
landing gear).
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EAS/JETBLUE AIRWAYS-100l
22 October 2001 3
"MAINTENANCE SERVICES" means all services provided by EAS to JETBLUE AIRWAYS
pursuant to this Agreement/Orders.
"MODIFICATION": Incorporation of Manufacturer Service Bulletins and other
workscope requested by JETBLUE AIRWAYS.
"ORDER" shall mean the document by which maintenance services have been
contracted for a specific aircraft by JETBLUE AIRWAYS. The order shall reference
a unique work order, repair order or purchase order issued by JETBLUE AIRWAYS.
"RE-DELIVERY OF THE AIRCRAFT": The Aircraft shall be deemed re-delivered by EAS
to JETBLUE AIRWAYS upon logbook and/or appropriate documentation signature by
EAS.
"REMOVAL" refers to a Component which is removed for test, repair, overhaul, "on
condition" mandatory modification, inspection, and/or calibration in accordance
with MPD or AMM requirements which has to be removed from Aircraft to be
maintained.
"REPRESENTATIVE": means the on site representative(s) sent by JETBLUE AIRWAYS.
"ROTABLE COMPONENT": Serialized Components.
"SERVICEABLE UNIT/ITEM/COMPONENT/PART" means unit/item/Component/part certified
as airworthy by an Airline or by an authorized repair agency.
"EAS" shall stand for all the premises and subsidiaries under the control of
▇▇▇▇ Aeroframe Services, LLC.
"STANDARD EXCHANGE ITEM": Any Serviceable Item/Unit/Component/part which is
available for exchange for an Unserviceable Item/Unit/Component/part and which
is fully interchangeable with such Unserviceable Item/Unit/Component/part.
"TURN AROUND TIME" (TAT) expressed in working days, starts the day Unserviceable
Component is received DDP at the Delivery Point and ends the day Serviceable
Component is put at the disposal of JETBLUE AIRWAYS, Ex-Works at the Delivery
Point. TAT measures the average time required to perform the necessary in-house
rework on a normal worn out unit having an up to date standard of modifications.
"UNSERVICEABLE ITEM/UNIT/COMPONENT/PART": Any Item/Unit/Component/part which
requires, overhaul and/or testing in order to conform with the requirements of
the Original Equipment Manufacturer's current Component Maintenance Manual.
"VENDOR" means Original Equipment Manufacturers (OEM).
"VENDOR'S CATALOG PRICE" applies to the vendor's catalog price valid at the time
when the Equipment involved is supplied.
"WORK PACKAGE" means the detailed statement of maintenance services to be
performed on an aircraft and at a minimum shall include the tally sheets
summarizing the work package, the specific job cards to be performed, applicable
AD's/SB's, engineering orders and other applicable documents defining the
services to be performed.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 4
MISCELLANEOUS TERMS
AD Airworthiness Directives
AMM Aircraft Maintenance Manual
AOG Aircraft On Ground
APU Auxiliary Power Unit
AWB Airway ▇▇▇▇ of lading
C.A.A. Civilian Aviation Authorities of the country of
registration.
CBO Cycles Between Overhaul
CMM Component Maintenance Manual
CR0 Cycles Remaining before Overhaul
CSN Cycles Since New
CSI Cycles Since Installation
CSO Cycles Since Overhaul
CWO Customer Work Order
EO Engineering Order
ETOPS Extended Range Twin Engines Operations
FAA Federal Aviation Administration
FAR Federal Aviation Regulations
FH Flying Hour or Flight Hour
FOD Foreign Object Damage
IOD Internal Object Damage
JAA Joint Aviation Authorities
JAR Joint Airworthiness Requirements
LDGS Landings
LLP Life Limited Parts means a part, component or item which
has reached its period of usability and must be replaced.
LSN Landings Since New (same as CSN used for landing-gears)
(M)▇▇▇ (Master) Minimum Equipment List.
MPD Maintenance Planning Document
MSN Manufacturer Serial Number
MTBUR Mean Time Between Unscheduled Removals
NAA National Aviation Authorities
OEM Original Equipment Manufacturer (equal to Vendor)
PFR Post Flight Report
PN Part Number
SB Service Bulletin
SN Serial Number
SRM Structural Repair Manual
TAT Turn Around Time
TBO Time Between Overhauls
TRO Time Remaining before Overhaul
TSI Time Since Installation
TSN Time Since New
TSO Time Since Overhaul
WPIR Working Party Inspection Report.
Any technical term not otherwise defined herein shall be given in the Orders or
where the context so admits, have the same meaning as defined in the latest
edition of the date hereof in the World Airlines Technical Operation
Glossary (WATOG) published by the International Airline Transport Association.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 5
ARTICLE II - PURPOSE OF THIS AGREEMENT
During the term of this Agreement, EAS shall undertake at its
facilities; Aircraft storage, maintenance, repair, modification and
painting, services on JETBLUE AIRWAYS's Aircraft, upon and according
to the terms, conditions and provisions provided hereafter, and all
Maintenance Services that may be agreed upon with JETBLUE AIRWAYS in
future Orders.
During the term of this Agreement, JETBLUE AIRWAYS shall, upon an
exclusive basis, undertake to contract all of its' required aircraft
storage, maintenance, repair, modification and painting services to
EAS, upon and according to the terms, conditions and provisions
provided hereafter, and all Maintenance Services that may be agreed
upon with JETBLUE AIRWAYS in future Orders.
ARTICLE III - DURATION OF THIS AGREEMENT
This Agreement shall become effective at it's signature date by both
Parties and shall remain in effect thereafter the later of, a period
of five (5) years or the completion of any work performed by EAS under
the terms and conditions of this Agreement or subsequent Orders.
ARTICLE IV - MANAGEMENT OF MAINTENANCE SERVICES
IV.1 MAINTENANCE SERVICES
IV.1.1 Maintenance Services shall consist of all Aircraft Maintenance
Services such as: aircraft painting, maintenance checks and
modifications, including engineering, aircraft storage, component and
equipment repair and overhaul or other services which may be requested
by JETBLUE AIRWAYS
IV.2 MANAGEMENT OF MAINTENANCE SERVICES ON AIRCRAFT
IV.2.1 JETBLUE AIRWAYS'S ON SITE REPRESENTATIVE
JETBLUE AIRWAYS shall designate one or more fully empowered
Representative(s), to be present at EAS's facility during the
performance of the Maintenance Services to be performed under this
Agreement or subsequent Orders.
In the event the designated Representative(s) are not available during
performance of the Maintenance Services, JETBLUE AIRWAYS will specify
the name, address, and telephone/fax of an alternate person who is
fully empowered and, authorized to perform the duties of a
representative on JETBLUE AIRWAYS's behalf.
EAS will provide an office, which shall be mutually agreed upon as
acceptable to JETBLUE AIRWAYS, with telephone, fax machine and T1 data
line in the office of no additional charge to JETBLUE.
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22 October 2001 6
During the performance of Maintenance Services, EAS will ensure that a
designated customer support representative will be available and
facilities will be open to inspection by the JETBLUE AIRWAYS
Representative. The representative shall comply with all safety
regulations at the EAS Facility.
EAS shall hold meetings daily, to review the status of the Maintenance
Services being performed. EAS shall provide the Representative a
schedule detailing progress towards redelivery, parts and material
shortages lists and daily critical action lists. JETBLUE shall also
have access to EAS's internet site for the purpose of monitoring daily
progress as defined within the detailed project schedule.
The representative shall approve all non-standard repairs to the
Aircraft such as but not limited to; structural repairs out of the
limits of the Structural Repair Manual (SRM) or any repair out of the
limits of the Aircraft Maintenance Manual (AMM).
All costs related to its Representative, such as transportation and
living expenses shall be borne by JETBLUE AIRWAYS.
EAS reserves the right to remove from and/or refuse entry and
re-admission to the site, any person who is not in the opinion of EAS
complying with any and all applicable security, safety and work
regulations and instructions or who in the opinion of EAS is not a fit
person to be allowed on such premises.
IV.2.2 EAS PROJECT MANAGER
Within one week of the date of the Agreement signature, EAS shall
appoint a dedicated Project Manager. The Project Manager shall be
responsible to coordinate all aspects of the preparation, execution
and closure of all projects associated with JETBLUE Aircraft under
this Agreement. As required, the Project Manager will be responsible
to travel to JETBLUE facilities for the coordination of all services.
IV.2.3 MANAGEMENT OF ADDITIONAL WORK
The performance of additional work on an Aircraft and component
repair/overhaul, not covered by a fixed price and proposed by EAS
after inspection of the Aircraft, shall be subject to the prior
approval of JETBLUE AIRWAYS or its Representative. The Representative
shall be the only one entitled by JETBLUE AIRWAYS to authorize EAS to
perform additional work.
The Representative shall approve additional work proposed by EAS, by
signing a "Customer Work Order" within twenty-four (24) hours after
receipt of EAS's fixed price quotation or price estimate. Delay in the
approval may prohibit EAS from achieving its' time-estimates and/or
obtaining spare parts necessary to perform the task.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 7
IV.2.4 MANAGEMENT OF CUSTOMER WORK ORDERS
The performance of additional customer work ordered on an Aircraft or
component, not covered by the fixed price order, shall be subject to
tie prior written agreement between EAS and JETBLUE AIRWAYS.
The customer representative shall submit to EAS a "Customer Work
Order" specifying additional work to be performed by EAS. EAS shall
then submit a quotation or price estimate and a schedule impact if
any, for the additional work ordered and an estimate of the price and
schedule impacts, if any, to the fixed price order or other additional
work orders.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 8
ARTICLE V - SCOPE OF SERVICES
All Maintenance Services to be performed by EAS under this Agreement will
be based on a statement of work or work package, which will describe the
exact nature of the Maintenance Services to be performed and will be
included in any request for proposal, proposal offer, and purchase/work
order. The work package will contain at a minimum; the tally sheets
summarizing the work package, the individual maintenance job/task cards
and any applicable E.O's, AD's and/or SB's.
The Maintenance Services to be performed by EAS may include all or part of
the following Services as defined by JETBLUE AIRWAYS in the statement of
work or work package.
o Maintenance Planning
o Engineering Services
o Aircraft Maintenance Services & Modifications which may
include the following
o Aircraft reception in maintenance site.
o Aircraft flight-log book analysis.
o Aircraft servicing.
o Cabin loose equipment inventory.
o Aircraft technical cleaning as required for inspection
tasks.
o Aircraft Inspection as per the maintenance and
modification program specified in the Work package.
o Repair of defects found during inspections and tests.
o Aircraft tests as required by the Work package.
o Engine run.
o Preparation for ferry flight including daily and weekly
checks.
o Required Inspection Item (RII) specifying personnel
training, and reporting procedures.
o Fuel leaks mapping and repair.
o Engine and/or APU boroscope inspection.
o Engine. APU, or Landing Gear removal and installation.
o Compass swing
o Weighing
o Aircraft modifications
o Cabin Refurbishment and Modification
o Landing Gear, APU, Engine, Component Repair, Overhaul, or
Standard Exchange
o Aircraft Painting and Stripping
o Long Term Storage which includes
o Supply of parking space.
o Access to the Aircraft for JETBLUE AIRWAYS upon
request.
o Storage, and destorage of aircraft.
o Release and Re-delivery of Aircraft for operation
or, at JETBLUE AIRWAYS's option, performance
maintenance tasks specified in an Order
o Aircraft storage Services may be performed by EAS
as part of or in addition to the Work Package
specified in an Order.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 9
ARTICLE VI - QUALITY SPECIFICATIONS
Maintenance Services covered by this Agreement/Orders shall be performed,
inspected and certified by EAS in accordance with the Title 14 of the Code
of Federal Regulations of the United States and other FAA applicable
requirements.
EAS shall keep full and complete records of all Maintenance Services
carried out hereunder in accordance with Title 14 of the Code of Federal
Regulations of the United States. All records shall be available for
examination and inspection by JETBLUE AIRWAYS and its authorized
Representative(s) during normal business hours and EAS shall furnish such
current information with respect to such records as JETBLUE AIRWAYS may
reasonably require, together with copies, within 5 business days to:
JETBLUE Airways
▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
ATTN: Aircraft Records; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
EAS shall provide JETBLUE AIRWAYS or the Representative with the
corresponding documentation as defined in Article IX of this agreement.
JETBLUE AIRWAYS shall be responsible towards the FAA, forte airworthiness
of Aircraft, Equipment, and Components including CN's and AD's compliance.
After completion of the Maintenance Services, EAS shall deliver to JETBLUE
AIRWAYS documents attesting to the performance of the Maintenance Services
in accordance with applicable specific standards and requirements
prescribed to EAS.
EAS will issue a Certificate for Release For Service (CRS) for an Aircraft
and an authorized release certificate (FAA Form 8130-3 or equivalent) for
Components.
- Under Title 14 CFR Part 145 approval reference, E4ZR914Y.
Maintenance Services performed by an approved third party contracted by
JETBLUE AIRWAYS will be signed-off by such third party.
JETBLUE AIRWAYS shall remain at all times responsible for Aircraft log
books.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 10
ARTICLE VII - SCHEDULING
VII.1 JETBLUE AIRWAYS MAINTENANCE PROGRAM SCHEDULE
(a) JETBLUE AIRWAYS will provide to EAS an annual written list of
planned delivery dates and redelivery dates, which specifies the
aircraft make and model, registration number, manufacturers serial
number and check level or other services to be performed on each
aircraft pursuant to the terms at this agreement. JETBLUE AIRWAYS
will update these dates semi-annually, on or before the following
dates of each year: January 1st and July 1st of each year.
(b) By mutual agreement JETBLUE AIRWAYS and EAS may amend the delivery
dates, redelivery dates, forecasts and other schedules from time to
time as required during the term of this agreement.
VII.2 WORKING PARTY SCHEDULE
The work schedule and grounding period/TAT for the maintenance service or
modification work performed by EAS under the terms and conditions of this
Agreement shall be agreed upon by the Parties, and will be specified in
each Order.
The Order will specify the following information:
- Date of delivery to EAS of Aircraft history documentation, if
required.
- Date of delivery to EAS of Aircraft customized Maintenance
documentation.
- Date of delivery of Modification kits and customer initial
provisioning.
- Date/schedule for the Maintenance Services to be performed by
approved third parties contracted by JETBLUE AIRWAYS.
- Date of delivery of Aircraft to EAS.
- Date of Re-delivery of Aircraft to JETBLUE AIRWAYS.
- Operational Constraints of JETBLUE AIRWAYS
If any specific additional work is agreed to between the Parties and then
added to the Work package defined in the Agreement/Order the price shall
be adjusted, if required, and the grounding period/TAT shall be amended,
and may be extended, if necessary, by the shortest period necessary,
taking into account the production capabilities of EAS.
EAS shall continuously inform and keep JETBLUE AIRWAYS updated regarding
the progress and deviation from the agreed Work package and/or scheduled
Re-delivery time.
Without prejudice to the other provisions of this Article, if for any
reason EAS foresees any possible delay in the Re-delivery to JETBLUE
AIRWAYS EAS shall immediately advise JETBLUE AIRWAYS thereof and use its
best efforts to meet the Re-delivery date.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 11
ARTICLE VIII - PLACE OF WORK AND SUBCONTRACTING
The Maintenance Services under this Agreement shall be performed at
EAS's facilities in Lake Charles, LA. JETBLUE AIRWAYS shall, pursuant
to this Agreement, deliver the Aircraft "DDP EAS Lake Charles, LA.",
and will accept the Aircraft after performance of the Maintenance
Services "Ex-Works EAS Lake Charles, LA.",
EAS may subcontract to third parties whole or part of the Maintenance
Services with prior approval of JETBLUE AIRWAYS, which will not be
unreasonably withheld.
ARTICLE IX - DOCUMENTATION
IX.1 DOCUMENTS SUPPLIED BY JETBLUE AIRWAYS
As required by the order the latest issue of the following documents
may be required to be supplied by JETBLUE AIRWAYS on arrival of the
Aircraft with the exception of those documents marked with an asterisk
(*), which must be supplied to EAS at the latest six (6) weeks before
Aircraft arrival:
JETBLUE shall at its earliest convenience allow EAS access to its
online document library.
IX.1.1 FOR THE APPLICATION OF THE WORK DOCKAGE (AIRCRAFT CUSTOMIZED
MAINTENANCE DOCUMENTATION)
- Approved Maintenance Work Package.
- Loose and Emergency Equipment list.
- Composition of Fly Away Kit (FAK).
- Aircraft Maintenance Manual (AMM) (*).
- Wiring Diagram Manual (WDM) (*)
- Aircraft Schematic Manual (ASM)(*).
- Aircraft Wiring List (AWL)(*).
- Illustrated Parts Catalog (IPC) (*)
- Aircraft Modification Status List (*).
- Aircraft and Material Manifest.
- ▇▇▇.
- Flight manual
- Flight Crew Operating Manual (FCOM).
- Flight test program if required.
- List of Components/parts/kits delivered with the Aircraft.
- All Log Books.
- List of all Carried Forward defects (1 week before Aircraft
delivery).
- Components/Galleys CMM specific to the operator.
- Weight and Balance Manual (WBM).
- JETBLUE AIRWAYS's letter approving EAS in JETBLUE AIRWAYS's
quality system and authorizing EAS to stamp JETBLUE AIRWAYS's
Aircraft logbook.
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22 October 2001 12
EAS shall be entitled to treat the information supplied in the above
documents as a definitive statement of the actual airworthiness and
maintenance status of the Aircraft and, except as otherwise specifically
agreed in writing, EAS shall have no liability for the accuracy of those
documents.
IX.2 DOCUMENTS SUPPLIED BY EAS
The WPIR on Aircraft Re-delivery shall be in English and include the
following as required;
- Certificate of compliance for the Maintenance Services
performed under EAS's responsibility.
- List of Service Bulletins and Modifications incorporated
during the Check / Modifications / Maintenance Services.
- Performed Customer Work Orders.
- List of Airworthiness Directives applied during the Check /
Modifications / Maintenance Services.
- Scheduled Items List.
- Carried Forward Defects.
- Test/Analysis reports if applicable.
- Weight and balance report, if applicable.
- List of approved deviations/concessions and remarks, if
applicable.
- Status of scheduled/unscheduled Components removed/installed
during the Check / Modifications/ Maintenance Services.
- Copy of the Defect Reports, including in/out SRM repair.
- List of Life Limited Parts installed during Maintenance
performance.
- Repair mapping
- CPCP Reports
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 13
ARTICLE X - MATERIAL SUPPLY
MATERIAL SUPPLY
X.1.1 SPARE PARTS / MATERIALS SUPPLIED BY JETBLUE AIRWAYS
- If JETBLUE AIRWAYS is to directly supply any spare parts,
materials, components or modification kits then JETBLUE
AIRWAYS shall give a list, with the corresponding delivery
date of the items to be supplied, no later than one (1) month
before Aircraft arrival and will deliver such material not
later than one (1) week prior to Maintenance Services
starting.
- JETBLUE AIRWAYS shall supply all materials, components,
modifications kits, and other parts corresponding to specific
Maintenance Services (cabin interior, modifications, SBs/ADs)
and the counterpart of all removed Rotable Components,
according to EAS's needs and/or requests, in a time frame
consistent with the grounding period.
- The responsibility for the supply of paint materials including
type of paint process to be utilized shall be specified in
each applicable Order.
- All materials and equipment supplied by JETBLUE AIRWAYS shall
be delivered DDP EAS Lake Charles, LA. with all documents
(authorized release certificate FAA Form or equivalent or
JETBLUE AIRWAYS serviceable tag) permitting their fitting on
the Aircraft.
- EAS shall provide a bonded area for JETBLUE parts and
materials. JETBLUE shall have access as required during the
term of the Agreement.
- Any surplus kit, kit item, hazardous material or equipment not
installed on the Aircraft will be scrapped within forty-eight
(48) hours from Aircraft re-delivery unless the Representative
has given prior shipping instructions in writing to EAS.
X.1.2 SPARE PARTS / MATERIALS SUPPLIED BY EAS
All other spare parts and consumables material not supplied by JETBLUE
AIRWAYS but necessary for the execution of the Work Package shall be
supplied by EAS.
EAS shall receive prior approval from JETBLUE for the installation of any
FAA-PMA part, locally manufactured part or material installed per
Equivalent Substitute List from the OEM.
X.1.3 PROVISIONS FOR EQUIPMENT REMOVED BY EAS
Upon JETBLUE AIRWAYS's request, parts removed during the performance of
Maintenance Services shall be either:
o Sent to EAS's workshops or,
o Sent to workshops designated by JETBLUE AIRWAYS.
o Sent to JFK stores,
o Returned with the Aircraft.
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22 October 2001 14
Parts not sent to workshops and any surplus items removed from the
Aircraft and not meant to be reinstalled will be kept available in "as is"
condition for collection by JETBLUE AIRWAYS Ex-Works EAS within two (2)
weeks after their removal from the Aircraft.
The Representative shall specify in writing to EAS the
removal/installation configuration of major equipment such as APU, landing
gear, engine, to be sent to workshops designated by JETBLUE AIRWAYS.
X.2 SHIPPING PROCEDURE - PACKING - TRANSPORTATION AND DELIVERY
X.2.1 GENERAL
Each Party undertakes that any part, Component, material or Equipment sent
to one Party for the purposes of this Agreement shall be packed in
accordance with the manufacturer's and all applicable recommendations and
regulations, including ATA 300 specifications. The Parties undertake to
maintain the packing containers or frames in good and reusable condition.
The Party in charge of transportation shall be responsible for the proper
packing and shall comply with all applicable laws related to hazardous
material.
X.2.2 TRANSPORTATION AND DELIVERY
(i) Except when specifically agreed to the contrary, all Aircraft,
Components and other parts, materials or Equipment on which
Maintenance Services are to be performed, as well as any such items
to be supplied by JETBLUE AIRWAYS or to be returned to EAS covered
by this Agreement shall be delivered DDP to the Delivery Point.
(ii) After completion of Maintenance Services, Aircraft, Components and
other parts, materials or Equipment will be put at the disposal of
JETBLUE AIRWAYS for collection Ex-Works Delivery Point.
X.2.3 SHIPPING ADDRESSES
Material shall be shipped to EAS maintenance site as specified in the
Purchase Order. Shipping addresses shall be as follows:
▇▇▇▇ Aeroframe Services
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
Attention: Material Management
Phone: ▇▇▇-▇▇▇-▇▇▇▇
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 15
X.3 TRANSFER OF LIABILITY AND TITLE
X.3.1 TRANSFER OF RISK
For each piece of equipment, component, or part the liability shall be
transferred from the delivering Party to the receiving Party upon receipt
and acceptance by the receiving Party or its nominated freight agent,
under the conditions specified in Article X.2.2.
X.3.2 TRANSFER OF TITLE
The Aircraft shall remain at all time the exclusive property of JETBLUE
AIR WAYS.
Components sent to EAS for repair or overhaul shall remain JETBLUE
AIRWAYS's property unless a Standard Exchange item is supplied by EAS.
Then the title of the component shall be transferred to EAS and the title
of the Standard Exchange item shall be transferred to JETBLUE AIRWAYS.
Transfer of title shall occur only in case of Standard Exchange or in the
course of repair.
Transfer of title shall occur as follows:
i) FROM EAS TO JETBLUE AIRWAYS
Upon installation of the requested component on JETBLUE AIRWAYS's
Aircraft and subject to conditions of EAS's acceptance as set forth
in Article X.3.2. ii) hereafter and full payment by JETBLUE AIRWAYS
of all EAS's relevant invoices.
ii) FROM JETBLUE AIRWAYS TO EAS:
Upon removal of the Unserviceable Component from JETBLUE AIRWAYS's
Aircraft, subject to EAS's acceptance of the said removed Component,
after technical investigation, as the Component must necessarily be
capable of overhaul or repair following wear resulting from use in
normal operating conditions.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 16
ARTICLE XI - FINANCIAL CONDITIONS
XI.1 PRICING
Prices for Maintenance Service to be performed under the terms and
conditions of this Agreement will be subject to the schedules
specified in Exhibit A of this agreement and in any case be specified
within each order.
XI.1.1 MAINTENANCE SERVICES INCLUDED WITHIN THE FIXED PRICE
Routine work as specified within the statement of work or work
package, as per Article V and subject to EAS's Proposal and JETBLUE
AIRWAYS's Order.
XI.1.2 WORK PERFORMED ON TIME-AND-MATERIAL BASIS
All Maintenance Services not covered by above Article XI.1.1 shall be
presented for written approval to JETBLUE AIRWAYS's Representative, in
accordance with Article IV, and shall be invoiced to JETBLUE AIRWAYS
on a time-and-material basis.
XI.2 INVOICING
Invoicing will be made according to the following schedule.
XI.2.1 FIXED PRICE SERVICES
Maintenance Services, which are subject to a fixed price as per
Article XI.1.1, shall be invoiced with the following schedule;
i) Fifty percent (50%) of the fixed price shall be invoiced upon
signature of the Order by both parties. In the event that the
aircraft downtime is less than five (5) days, the full value of
the fixed price amount shall be invoiced upon signature of the
Order by both parties.
ii) Remaining balance of the fixed price shall be invoiced five (5)
days before the completion date of the Maintenance Services as
specified in the order, or five (5) days before the actual
Aircraft re-delivery, whichever is earlier.
XI.2.2 MONTHLY SERVICES
Any Maintenance Service subject to a monthly fee shall be invoiced
in advance on the first day of each incoming monthly period.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 17
XI.2.3 TIME AND MATERIAL SERVICES
All Maintenance Services performed on a time-and-material basis under
this Agreement will be invoiced upon completion of said Maintenance
Services according to the following conditions;
- Additional work quoted on a fixed price will be invoiced
according to price specified on CWO.
- Additional work quoted on a budgetary basis will be invoiced
according to the actual cost;
> Material and subcontracted work will be invoiced based
on the supplier's or subcontractor's invoice plus
handling charge as specified in the order.
> Maintenance Services performed by EAS, will be invoiced
according to the man-hours spent, including engineering,
planning, procurement and quality control.
XI.2.4 ADDRESSES TO BE USED FOR INVOICING
Invoices issued shall be sent to the following address; JETBLUE
AIRWAYS
JFK International Airport, Terminal 6
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of: ▇▇▇▇▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
XI.3 CURRENCY OF PAYMENTS
All expenses related to the Maintenance Services rendered by EAS will
be invoiced and paid in US Dollars.
XI.4 PAYMENTS
XI.4.1 PAYMENT TERMS
Except as otherwise agreed upon payment terms shall be as follows.
Invoices specified in Article XI.2.1 shall be paid by JETBLUE AIRWAYS
as follows:
i) Fifty percent (50%) of the fixed price shall be paid within five
(5) days from the date of receipt of the invoice and in any case
before Aircraft arrival. In the event that the aircraft down
time is less than five (5) days the full value of the fixed
price shall be paid within five (5) days from the date of
receipt of the invoice and in any case before Aircraft arrival.
ii) Remaining balance of the fixed price shall be paid within
five (5) days from the date of receipt of the invoice and in
any case before Aircraft departure.
Invoices specified in Article XI.2.2 and XI.2.3 shall be paid by
JETBLUE AIRWAYS within thirty (30) days from the date of receipt of
the invoice.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 18
XI.4.2 INTEREST FOR DELAYS IN PAYMENT
If any payment due to EAS is not received on due date, a demand to pay
shall, ipso facto, be deemed given as of that date and interest shall
accrue at the rate of one percent (1%) per month calculated from
the due date until the day when full payment is received. If any
applicable statutory limit on interest is less than this rate, then
the maximum statutory rate shall apply.
Interest charged under this article shall in no case prejudice EAS's
rights at law or in equity. EAS may, at its sole discretion, suspend
performance of its' obligations under this Agreement and related
Orders until all invoices due are paid in full.
EAS reserves its ownership rights on all items delivered, work,
product and other services provided under this Agreement and related
Orders until full payment of all due invoices, including interest, if
any, is made.
JETBLUE AIRWAYS shall inform EAS of any disputed amount within
twenty-one (21) calendar days from receipt of the relevant invoice. No
dispute shall be considered if presented to EAS after this period.
In case JETBLUE AIRWAYS fails to fulfill its obligations of payment
according to Article XI.4, both Parties agree that EAS has, by virtue
of its Maintenance Services performed, a right of retention as well as
a contractual lien of the Aircraft/Component being in custody of EAS.
JETBLUE AIRWAYS shall not withhold payment of an entire invoice
because of dispute against any part of the invoice nor shall JETBLUE
AIRWAYS set off any amounts in dispute against other invoices.
Disputes will be settled within sixty (60) days from the original date
of the invoice, after which time the full invoiced amount shall become
due and payable. After settlement of the dispute, the eventual
adjustment of the invoice will be made.
XI.6 DUTIES AND TAXES
The prices for Maintenance Services under this Agreement include, and
EAS shall be responsible for, the payment of imposts, duties, fees,
taxes, dues or any other charges whatsoever imposed or levied in
connection with Maintenance Services before such Services are made
available for collection by JETBLUE AIRWAYS or are ready for shipment.
Thereafter, JETBLUE AIRWAYS shall be responsible for the payment of
all other imposts, duties, taxes, dues or any other charges whatsoever
imposed or levied in connection with such Maintenance Services.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 19
ARTICLE XII -DELAYS
XII.1 EXCUSABLE DELAYS
EAS shall not be held responsible nor deemed to be in default under this
Agreement/Orders for any delay in delivery of Aircraft, Component or other
performance hereunder due to or arising out of causes beyond its
reasonable control such as but not limited to: Force Majeure, Acts of God
or public enemy, war or civil war, insurrection, riot, fire, flood,
explosion, natural disaster, accident, epidemic, quarantine, restrictions,
labor dispute in particular external strike, lockout or serious accidents
(resulting in the cessation, slowdown or stoppage of work), embargoes,
acts of civil or military Authorities.
Under no circumstances shall EAS be liable nor deemed to be in default
under this Agreement/Orders for delays caused by:
i) Failure of JETBLUE AIRWAYS to deliver as agreed the Aircraft to
the place of work, or the required supplies or data, in due time
and/or serviceable condition and/or sufficient quantity,
ii) Inability after due and timely diligence to procure materials
or parts,
iii) Unforeseen or unscheduled major repairs, modifications or
extensive additional work, as mutually agreed upon by both parties
iv) Delays of JETBLUE AIRWAYS in execution of the payment terms,
v) Delays of JETBLUE AIRWAYS in making decisions, reference IV
2.3
vi) Delays in Aircraft/Component/Equipment Delivery by JETBLUE
AIRWAYS to the place of work,
vii) Delays of the required Aviation Authorities in approving the
modification Engineering Order.
Each Party shall advise the other Party of the existence of any of the
above-mentioned causes of delay and shall further advise of the cessation
of such cause or causes. The date of delivery shall be extended for a
period at least equal to the time lost by reason of the delay.
XII.2 NON EXCUSABLE DELAYS
If EAS does not redeliver an aircraft on or before the re-delivery date as
specified in the applicable Order, due to a cause not specified in Article
XII.1, EAS agrees to pay to JETBLUE AIRWAYS as agreed liquidated damages,
and not by way of penalty, the amount of one thousand-five hundred
dollars ($3,000) per day commencing after the second day of the scheduled
re-delivery date specified in the applicable Order. The total liquidated
damages paid will be limited, under all circumstances, to twenty percent
(20%) of the fixed price specified in the Order.
Should the Parties have to pay liquidated damages, such liquidated damages
shall cancel any right of claim that each Party may avail itself as a
result of such delay.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 20
ARTICLE XIII - WARRANTY
The following warranty shall apply for Maintenance Services performed
by EAS within the scope of the Agreement/Orders.
XIII.1 MANUFACTURER WARRANTY
EAS will administer warranties. JETBLUE AIRWAYS shall provide EAS no
later than at the date of signature of the present Agreement with a
letter authorizing EAS to act on JETBLUE AIRWAYS's behalf towards
O.E.M. Aircraft manufacturers or Repair Stations.
XIII.2 PROPER PERFORMANCE WARRANTY
EAS warrants, at the time of Aircraft/Component Re-delivery, the
Maintenance Services performed by it.
The proper performance warranty is limited to the correction of
defects resulting from EAS's intervention, at no extra cost,
excluding, but not limited to, any claim for compensation for
commercial losses or loss of profit or use.
EAS accepts to correct in its workshops any proven faulty workmanship
occurring within the warranty period shown here below following
Re-delivery to JETBLUE AIRWAYS unless specified otherwise hereunder:
- Nine (9) months for Maintenance Check routine and non-routine
tasks/on Airframe Structural Maintenance Services,
- Six (6) months for Components/Equipment (excluding APU,
Landing Gear),
- Six (6) months for painting excluding deterioration due to fuel
or hydraulic fluid spillage, whichever occurs first.
If the Maintenance Services performed on the Aircraft by EAS prove to
be defective during the warranty period stipulated in Article XIII.2
of the Agreement, then JETBLUE AIRWAYS will have one of the following
options:
- In case of AOG, then JETBLUE AIRWAYS may request EAS to send
one or more specialists in order to proceed to the correction
of the defect.
- Bring the Aircraft into EAS's facility in Lake Charles, LA.,
where the defect will be corrected. EAS shall reimburse
JETBLUE the fuel cost associated with repositioning the
Aircraft to the EAS Lake ▇▇▇▇▇▇▇ facility.
- Request to EAS the authorization to proceed to the repair with
its own staff. In this case, the cost of rectification shall
be agreed upon by both parties prior to the commencement of
the repair and in any case shall not exceed the cost of the
defective Maintenance Services performed by EAS on the
Aircraft.
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22 October 2001 21
XIII.3 WARRANTY GENERAL CONDITIONS
Proper performance warranty is subject to written notification by
JETBLUE AIRWAYS to EAS of its claim within eight (8) business days
maximum after the discovery of the defect.
XIII.4 WARRANTY PERFORMANCE
JETBLUE AIRWAYS shall make its warranty claim enclosing a detailed
written report of the defects observed, giving the reasons, the
conditions and circumstances of the defects.
The above details shall be forwarded to EAS, immediately and within a
maximum of three (3) weeks of discovering the defects.
For Equipment/Components under warranty, the defective item will be
delivered by JETBLUE AIRWAYS, for repair or Standard Exchange
hereafter. With prior EAS approval, freight costs shall be the
responsibility of EAS. EAS shall proceed in its workshops to the
corrective actions at its own costs. For Aircraft under warranty, in
case of AOG, EAS will send one or more specialist(s) to proceed to the
repair work.
Should the warranty claim be rejected, the repair Maintenance Services
including shipping costs and specialists assignment (if applicable)
will be invoiced to JETBLUE AIRWAYS on a time-and-material basis in
accordance with terms and conditions of Article XI "Financial
Conditions".
XIII.5 WARRANTY EXCLUSION
XIII.5.1 Warranties shall not apply if the Aircraft, Equipment or Components
are not used, stored or handled by JETBLUE AIRWAYS or any other third
party in accordance with all the manufacturers instructions and
recommendations. EAS shall not warrant parts or Equipment which have
been tested and/or installed by EAS and were declared Serviceable but
not repaired or overhauled by EAS. The warranty set forth in Article
XIII.1 and Article XIII.2 shall not apply to defects, non conformity,
failure or abnormal wear and tear, which are attributable in whole or
in part to misuse, negligence, accident resulting from non-conformance
or non-compliance by JETBLUE AIRWAYS in storage, installation,
maintenance, repair or modification, with EAS's or Aircraft/Components
Manufacturer's, operation, maintenance, overhaul manuals or other
approved related instructions and/or FOD, DOD, IOD or damage by the
elements.
XIII.5.2 The warranty shall cease to apply if JETBLUE AIRWAYS or any third
party undertakes any action on an area, Equipment or Component
normally covered by EAS's or OEM warranty.
XIII.5.3 EAS does not warrant materials or parts supplied by JETBLUE AIRWAYS.
The warranties associated with these materials and parts will pass
directly from the manufacturer to JETBLUE AIRWAYS, subject to Article
XIII.1.
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22 October 2001 22
ARTICLE XIV - LIABILITY
XIV.1 CLAIMS
Subject to the terms of Sections XIII.2 above and XIV.2 below, each
Party and its insurers (as the "Indemnifying Parties") agree to hold
harmless the other Party and its members, employees, sub-contractors
and insurers from all claims, costs and damages (including without
limitation, damages to either Party's equipment, personnel, properties
and/or Aircraft, arising from bodily injury or damages to properties
or any loss in accordance with or in consequence of the performance of
Maintenance Services under this Agreement and its Annexes or
Appendices or Attachments or Amendments or Orders and arising directly
or indirectly, totally or partially from the execution of the
Agreement), to the extent caused by the willful or gross negligent
acts or omissions of such Indemnifying Parties.
XIV.2 DAMAGES
Each Party hereto shall be fully liable for any loss, cost, damage and
injury to its personnel and undertakes on its own behalf and that of
its insurers to hold harmless the other Party from any such claims and
damages save and except if such loss, cost, damage or injury results
from the wilful misconduct or gross negligence of the other Party.
XIV.3 TRANSPORT LIABILITY
JETBLUE AIRWAYS shall be responsible of all claims against transport's
agent for transport of its properties to and from Delivery Point. EAS
will supply to JETBLUE AIRWAYS any document, which shall allow JETBLUE
AIRWAYS the proper filing and administration of such a claim.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 23
ARTICLE XV - INSURANCE
XV.1 JETBLUE AIRWAYS'S INSURANCE
JETBLUE AIRWAYS shall at all times during the term of this agreement, at
its own cost and expense, carry and maintain aviation liability and hull
insurance on the aircraft with such insurers in the following amounts and
types:
1) Aircraft Liability and Ground Insurance (Including comprehensive
passenger and public liability):
a. Bodily Injury and Personal Injury -- Seven Hundred and
Fifty Million U.S. Dollars ($750,000,000) combined single
limit per occurrence
b. Bodily Injury and Personal Injury -- Third Person: Seven
Hundred and Fifty Million U.S. Dollars ($750,000,000)
combined single limit per occurrence
c. Property Damage Broad Form: Seven Hundred and Fifty Million
U.S. Dollars ($750,000,000) combined single limit per
occurrence
2) Worker's compensation Insurance and Employer's Liability Insurance
with limits of not less than One Million U.S. Dollars ($1,000,000)
per occurrence, unless otherwise required by law.
3) All Risk Hull Insurance on the Aircraft for the full insurable
replacement value thereof.
4) All such insurance shall include EAS as an additional insured
thereunder (but without imposing upon the additional insured any
obligation imposed upon insured including, without limitation, the
liability to pay premiums) and shall be endorsed to provide that the
insurance afforded to, or with respect to the interest of, EAS shall
not be invalidated by any breach of the insuring conditions by
JETBLUE.
XV.2 EAS'S INSURANCE
EAS shall at all times during the term of this agreement maintain in force
the following insurance in the amount specified:
1) General Liability Insurance with a combined single limit of
liability of not less than Seven Hundred and Fifty Million U.S.
Dollars ($750,000,000) for comprehensive bodily injury, property
damage, premised, products and completed operations coverage.
2) Hangar Keepers Liability Insurance with limits of not less than
One Million U.S. Dollars ($1,000,000) per occurrence.
3) Worker's compensation Insurance and Employer's Liability Insurance
with limits of not less than One Million U.S. Dollars ($1,000,000)
per occurrence, unless otherwise required by law.
4) All such insurance shall include JETBLUE as an additional insured
thereunder (but without imposing upon the additional insured any
obligation imposed upon insured, including, without limitation, the
liability to pay premiums) and shall be endorsed to provide that the
insurance afforded to, or with respect to the interest of, JETBLUE
shall not be invalidated by any breach of the insuring conditions by
EAS.
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22 October 2001 24
XV.3 INSURANCE CERTIFICATES
Both parties agree to furnish to the other party hereto, as soon as
reasonably available following the execution of this Agreement, but in no
event later than commencement of the Services to be provided by EAS
hereunder, underwriters' certificates (or brokers' certificates on their
behalf) certifying that all of the required insurance is in full force and
effect, and describing such insurance and the limits in reasonable detail,
that the same host been properly endorsed with respect to this contractual
undertaking and waiver of subrogation as provided above, and that such
other party shall be given thirty (30) days prior written notice by the
insurers in the event the insurers desire to cancel or make any material
changes to such insurance or any part thereof or any such insurance is
scheduled to expire without being renewed.
ARTICLE XVI - WAIVER
The warranties and liabilities of EAS set forth in Articles XIII, XIV are
expressly in lieu of, and JETBLUE AIRWAYS hereby waives and releases EAS
from any and all other warranties, agreement guarantees conditions,
duties, obligations, remedies, any direct, indirect or incidental or
consequential damages whether in contract or in tort, loss such as but not
limited to loss of operation, of profit or of use, or liabilities, whether
express or implied, arising by law, custom or otherwise as to the title,
airworthiness, value, quality, durability, description, condition, design,
operation or merchantability, or the absence of any infringement of any
patent, copyright, design, or other proprietary right, or fitness for use
for a particular purpose, or as to the quality of the material or
workmanship of Maintenance Services, the absence there from of latent
discoverable, or as to any other representation or warranty whatsoever,
express or implied (including any implied warranty arising from a course
of performance or dealing or usage of trade) with respect to the
Maintenance Services. JETBLUE AIRWAYS hereby waives, releases, renounces
and, disclaims expectation of or reliance upon any such representation or
warranties, it being understood that all conditions, warranties and
representations (or obligations or liabilities in contract or in tort) in
relation to any of those matters, express or implied, statutory or
otherwise are expressly excluded. No agreement or understanding altering
or extending EAS liability will be binding on EAS except if in writing and
signed by duly authorized EAS Representatives.
The Parties agree that this Article has been the subject of discussion and
negotiation and is fully understood by the Parties and that the terms and
conditions of this Agreement were arrived at in consideration of the
provisions of this Article specifically including the limitations set
forth in Article XVI.
ARTICLE XVII - INTELLECTUAL PROPERTY RIGHTS
The performance by EAS of Maintenance Services shall not constitute in any
way for JETBLUE AIRWAYS a transfer or any right of use, of all or part of
the intellectual property rights owned by EAS or licensed to EAS by any
third party. EAS shall remain the exclusive owner of any intellectual
property rights related to the Maintenance Services such as, but not
limited to: job cards, task cards or industrial process.
JETBLUE shall remain the exclusive owner of any intellectual property
rights related to the Maintenance Services such as, but not limited to:
E.O.'s, job cards, task cards or industrial process.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 25
ARTICLE XVIII - TERMINATION
Either party may terminate this Agreement/Orders at any time, upon ninety
(90) days notice in writing to the other party.
Notwithstanding termination or assignment as per terms and conditions
stipulated in Article XX.7 herein, each Party agrees to fulfill all
obligations which accrued under this Agreement and related Orders prior to
the time that termination or assignment becomes effective.
ARTICLE XIX - GOVERNING LAW
XIX.1 CHOICE OF LAW - VENUE
This agreement and any dispute arising under or in connection with it
shall be governed by and interpreted in accordance with the substantive
laws of the State of
New York. United States of America (USA), that are
applicable to contracts made and to be performed in that state, regardless
of the laws that otherwise govern under applicable principles of conflicts
of laws. Any litigation arising under or relating to this Agreement or
related documents shall be brought and jurisdiction and venue shall be
proper only in a state or federal district court in the state of
New York,
U.S.A.
ARTICLE XX - MISCELLANEOUS
XX.1 NOTICES
All notices between the Parties shall be given in writing by mail or fax
to the following addresses:
a) JETBLUE AIRWAYS
▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
b) ▇▇▇▇ AEROFRAME SERVICES, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇. ▇▇ ▇▇▇▇▇
Attention: Contracts Manager
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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22 October 2001 26
XX.2 APPLICABLE LANGUAGE
All correspondence, documents and other written matters (including
technical documents) in connection with this Agreement/Orders shall be in
English.
This Agreement has been agreed and prepared in the English language. In
the event of any translation of this Agreement or any part thereof into
other language, the same shall continue to be construed and interpreted
according to the English language version, which shall therefore prevail
in the event of any conflict.
XX.3 SEVERABILITY
Should any of the provisions and conditions herein prove void, being
contrary to public policy, the remainder of this agreement shall be valid
unless the concerned provision constitutes a main part of the Agreement.
If any provision of this Agreement is declared unlawful or unenforceable
as a result of final administrative, legislative or judicial action, the
Parties agree that this Agreement shall be deemed to be amended to conform
with the requirements of such action, but in such a manner as to achieve
the intent of the Parties under this Agreement to the fullest extent
possible, and that all other provisions of this Agreement shall remain in
full force and effect.
XX.4 PREVIOUS AGREEMENTS
This Agreement supersedes any agreement(s) and/or previous provision(s),
whether written or oral, which may have occurred between both Parties on
the matter subject of the Agreement, prior to the execution of the
agreement.
XX.5 PRECEDENCE
In case of conflict between this Agreement and the Orders making reference
to this Agreement, the Orders shall prevail over the Agreement.
XX.6 ASSIGNMENT
This Agreement and its rights and obligations shall not be assigned or
transferred or otherwise delegated, in whole or in part, in any manner
either voluntarily or by operation of law, by either Party without the
prior written consent of the other Party.
In case one Party enters into agreements with other entities in connection
with the subject matters of this Agreement, the assigning Party will
preserve the rights of the other Party and shall take all necessary
actions to ensure that the assignee will act as a substitute for any
rights and obligations which accrued from date of signature of this
Agreement.
Should the assignee fail to fulfill such rights preservation, the
assigning Party shall remain the only responsible Party towards the other
Party.
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EAS/JETBLUE AIRWAYS-1001
22 October 2001 27
XX.7 CONFIDENTIALITY
Unless otherwise agreed, this Agreement and all related Orders and all
information including proprietary information becoming available or coming
into the possession or knowledge of either Party by virtue of this
Agreement and all related Orders or their performance shall at all times
be treated by the Parties hereto as confidential and shall not be
published, disclosed or circulated except (and only insofar as is
necessary) in connection with the performance by the Parties hereto of
their obligations under this Agreement and all related Orders or for the
purpose of legal proceedings relating thereto.
Both Parties shall ensure that the undertaking contained in this Article
shall be brought to the notice of all employees, servants and agents
engaged upon Maintenance Services in connection with the Agreement.
The obligations of the Parties under this Article shall survive and
continue for a five (5) year period after the discontinuance, termination
or cancellation of this Agreement or any part thereof and shall be binding
on authorized assignees and successors in title of the Parties hereto.
XX.8 NON WAIVER
The failure of EAS or JETBLUE AIRWAYS to enforce at any time any of the
provisions of this Agreement, or to exercise any option herein provided,
or to require at any time performance by either party any of the
provisions herein, shall in no way be construed to be a present or future
waiver of such provisions nor in any way to affect the validity of this
Agreement or any part thereof, or the right of EAS or JETBLUE AIRWAYS to
enforce each and every such provision.
XX.9 HEADINGS
The headings of any clauses, sub-articles or Articles are given only for
convenience and shall not in any case be interpreted so as to extend or
limit the interpretation of such clauses, sub-articles or Articles.
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22 October 2001 28
In witness thereof this Agreement has been executed in duplicate by a duly
authorized representative of each one of the Parties hereto.
Each Party acknowledges receipt of its own original copy in English.
Duly authorized for and on behalf of Duly authorized for and on behalf of
▇▇▇▇ AEROFRAME SERVICES, LLC JETBLUE AIRWAYS
Signature: /s/ [Illegible] Signature: /s/ [Illegible]
/s/ [Illegible]
Title: President & CEO Title: DIRECTOR OF MAINTENANCE
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Date: 11/20/01 Date: 11/20/01
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EAS/J3K-1001
22 October 2001 28
EXHIBIT "A"
to the
Agreement for Aircraft Maintenance and Modification Services
By and Between
▇▇▇▇ Aeroframe Services, LLC
and
jetBlue
PRICING
SCHEDULE 1: FIXED PRICE MAINTENANCE SERVICES
Fixed prices services are offered to JETBLUE AIRWAYS as follows, subject to the
conditions specified below.
PRICES ARE VALID FROM 01 JANUARY 2002 THROUGH 31 DECEMBER 2007.
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AIRCRAFT TYPE CHECK PRICE
------------- ----- -----
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A320 C1 [****] USD
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A320 C2 [****] USD
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A320 C3 [****] USD
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A320 C4 [****] USD
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CONDITIONS
o Prices herein are based an a standard A320 C check from the A320 MPD
Rev 23.
o Final pricing subject to review of the jetBlue work package.
o Pricing assumes aircraft average 4200 FH and 2000 FC per year.
INCLUDING:
o Manpower and consumable materials necessary to perform maintenance
services
o C1, C2, and C3 checks: Includes labor far rectification of all
defects discovered during the performance of routine inspection
tasks per the work package.
o C4 check: Includes up to 20 man-hours of labor per task card for
rectification of defects discovered during the performance of
routine inspection tasks per the work package. Customer will be
charged for each hour incurred over the 20 man-hour threshold (i.e.
21 man hours incurred will result in 1 hour billed to the customer)
o Includes material up to $[****] per line item (number of parts x
unit price = line item) for rectification of defects discovered
during the performance of routine inspection tasks per the work
package. Customer will be charged total value for each non-routine
line item that exceeds the $[****] threshold (i.e. $[****] line item
value will result in the customer being billed $[****])
o Daily or weekly check as required.
BUT EXCLUDING ANY COST RELATED TO:
o Fuel tank rectification (leaks, decontamination)
o Rectification resulting from Customer Work Orders
o Rectification of defects listed in hold items list or aircraft log
books
o Rectification of existing repairs if not in-line with manufacturer's
specification or certified drawings
o Component repair/overhaul, shop inspection, tests, or modifications
o Fuel supply
Flight test
IMMEDIATELY ABOVE LISTED ITEMS WILL BE CHARGED ON TIME AND MATERIAL BASIS
--------------------------------------------------------------------------------
Exhibit A to ▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
22 October 2001 1
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.
SCHEDULE 2: ADDITIONAL SERVICES
The additional services listed below are offered to JETBLUE AIRWAYS on a fixed
price basis, subject to the conditions specified herein.
PRICES ARE VALID FROM 01 JANUARY 2002 THROUGH 31 DECEMBER 2007.
----------------------------------------------------------------------------------------
DESCRIPTION OF SERVICE A/C CONFIGURATION INCLUDES PRICE
---------------------- ----------------- -------- -----
A Check [****] USD
----------------------------------------------------------------------------------------
APU Borescope (full) APU installed on A/C Inspection & Report [****] USD
----------------------------------------------------------------------------------------
Engine Borescope (full) Engine Installed on Inspection & Report [****] USD
A/C
----------------------------------------------------------------------------------------
Ground Static Check (run AIB Ground Check A/C Towing, Test & [****] USD
up) Report
----------------------------------------------------------------------------------------
Engine removal and A/C in Maintenance [****] USD
reinstallation Per Engine Configuration-
Cowling on Pylon
----------------------------------------------------------------------------------------
APU removal and A/C in Maintenance Remove/Reinstall & [****] USD
reinstallation Configuration Consumables
----------------------------------------------------------------------------------------
MLG removal and A/C on Jacks Remove/Reinstall & [****] USD
reinstallation Per Gear Consumables
----------------------------------------------------------------------------------------
NLG removal and A/C on Jacks [****] USD
reinstallation
----------------------------------------------------------------------------------------
MLG/NLG Wheel [****] USD
----------------------------------------------------------------------------------------
Daily Check [****] USD
----------------------------------------------------------------------------------------
Weekly Check [****] USD
----------------------------------------------------------------------------------------
Cabin Commercial Clean [****] USD
----------------------------------------------------------------------------------------
External Wash [****] USD
----------------------------------------------------------------------------------------
Sand & Paint Paint & Consumables [****] USD
----------------------------------------------------------------------------------------
SCHEDULE 3: HOURLY LABOR RATES
The following man-hours rates shall be utilized for all time and material
related services.
RATES ARE VALID FROM 01 JANUARY 2002 THROUGH 31 DECEMBER 2007.
-------------------------------------
LABOR RATES HOURLY LABOR RATE
--------------------------------------------------------------------------------
Maintenance Services-- Routine & Non-
Routine [****] USD
--------------------------------------------------------------------------------
Engineering Services [****] USD
--------------------------------------------------------------------------------
DER/DAR [****] USD
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Exhibit A to ▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
22 October 2001 2
SCHEDULE 4: FIELD REPAIR RATES
The following rates shall be utilized for all services requested by JETBLUE
AIRWAYS that shall be performed at a location other than EAS's facility in Lake
Charles, LA.
RATES ARE VALID FROM 01 JANUARY 2002 THROUGH 31 DECEMBER 2007.
--------------------------------------------------------------------------------
PER DIEM
FIELD REPAIR TEAM LABOR RATE DOMESTIC PER DIEM (INTERNATIONAL)
--------------------------------------------------------------------------------
Team Leader [****] USD US GOV. JTR US GOV. JTR
--------------------------------------------------------------------------------
Engineer [****] USD US GOV. JTR US GOV. JTR
--------------------------------------------------------------------------------
Supervisor [****] USD US GOV. JTR US GOV. JTR
--------------------------------------------------------------------------------
Mechanic [****] USD US GOV. JTR US GOV. JTR
--------------------------------------------------------------------------------
SCHEDULE 5: MATERIAL HANDLING CHARGES
The following charges shall be applied to all material procurement,
subcontracted services and component exchanges or loans.
RATES ARE VALID FROM 01 JANUARY 2002 THROUGH 31 DECEMBER 2007.
--------------------------------------------------------------------------------
MARKUP BASIS
MATERIALS MARKUP CAP PER ITEM (CATALOG OR COST)
--------------------------------------------------------------------------------
jetBlue Supplied Materials [****] [****] Not Applicable
--------------------------------------------------------------------------------
Sales from Inventory [****] [****] USD CATALOG
--------------------------------------------------------------------------------
Direct Purchases/Sub-
Contracted Services for
jetBlue [****] [****] USD CATALOG
--------------------------------------------------------------------------------
Component Exchanges [****] [****] USD COST
--------------------------------------------------------------------------------
Component Loans [****] [****] USD COST
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Exhibit A to ▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
22 October 2001 3
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.