CERTAINPORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALTREATMENT. THE SYMBOL [***] HAS BEEN INSERTED IN PLACE OF THE PORTIONS SOOMITTED.

 

 

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “[***]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.

 

United Contract:  178101

November 1, 2008

UNITED EXPRESS® AGREEMENT

This Agreement is between UNITED AIR LINES, INC., a Delaware corporation, with its worldwide headquarters located at 77 W. Wacker Drive Chicago, IL 60601 (“United”), and COLGAN AIR, INC., a Virginia corporation, having its principal mailing address at 10677 Aviation Lane, Manassas, VA 20110 (“Contractor”).

WITNESSETH:

WHEREAS, United holds a certificate of public convenience and necessity issued pursuant to the Federal Aviation Act of 1958 authorizing United to engage in air transportation of persons, property and mail, and is a major airline providing scheduled air service in both national and international markets;

WHEREAS, Contractor holds a certificate of public convenience and necessity issued pursuant to the Federal Aviation Act of 1958 authorizing Contractor to engage in air transportation of persons, property and mail, and provides high frequency, short-haul scheduled service in particular regions;

WHEREAS, United owns various trademarks, service marks, trade names, logos, emblems, uniform designs and distinctive exterior and interior color decor and patterns for its aircraft, including, but not limited to, the service mark United Express (hereinafter referred to individually and collectively as “United Marks” or “Marks”);

WHEREAS, United has entered into agreements with several regional carriers to provide air transportation services under the United Express mark for city pairs where it is generally uneconomic for United to operate such services;

WHEREAS, United will provide Contractor, pursuant to the terms of this Agreement, a non-exclusive license to use one or more of the United Marks in connection with Contractor’s United Express Services.

NOW, THEREFORE, in consideration of the foregoing premises, mutual covenants and obligations hereinafter contained, the parties agree as follows:

I. DEFINITIONS

 

 

A. SCOPE

 

III. SUPPORT SERVICES

 

A. GENERAL

 

 

B. SPECIAL SUPPORT SERVICES

 

 

C. COMMUNICATIONS

 

 

 

E. OPERATIONS

 

 

2. Passenger Fare Tariffs.

 

 

G. ADVERTISING AND PROMOTIONS

 

3. Standards of Use.

 

 

 

I. CONTRACTOR ASSISTANCE

 

J. AIRCRAFT GROUND HANDLING PROCEDURES

 

Contractor will establish and prescribe Aircraft Ground Handling Procedures, which will include procedures for (a) deicing, (b) aircraft handling and (c) other aircraft servicing measures.  Contractor may modify its Aircraft Ground Handling Procedures from time to time.  Contractor agrees that all Aircraft Ground Handling Procedures prescribed by it will comply with all applicable federal, state, local and industry regulations as well as with the United Express Service Standards. Including the Regional Ground Operations Manual (RGOM) and United series 45 for procedures and regulations.  Contractor will obtain all necessary federal, state and local regulatory approvals of its Aircraft Ground Handling Procedures.  Contractor will provide a copy of its Aircraft Ground Handling Procedures to United and applicable Ground Handling Providers.  As necessary, Contractor will train employees of the Ground Handling Provider in the requirements of Contractor’s Aircraft Ground Handling Procedures.

IV. AIR SERVICES TO BE PROVIDED BY CONTRACTOR

 

A. AIRCRAFT TO BE USED

 

 

2. Technical Specifications.

 

 

B. SCHEDULES AND CHARTERS TO BE OPERATED BY CONTRACTOR

 

 

D. FLIGHT CREWS TO BE USED

 

B. NO OPERATION OUTSIDE AGREEMENT

 

VI. LICENSE

 

A. GRANT OF LICENSE

 

Contractor will conduct all operations described in Article IV.B above and any additional operations undertaken by subsequent amendment hereto or thereto, under the Marks set forth in Appendix A or other marks designated by United pursuant to this Article VI.A.  In consideration for the services to be provided by Contractor under this Agreement, United hereby grants to Contractor, upon the terms and conditions herein contained, a nonexclusive, royalty free, nontransferable right and license to use the United Marks, and Contractor hereby undertakes the obligation to use the licensed United Marks in connection with the services to be rendered by Contractor under this Agreement; provided, however, that at any time during the term of this Agreement United may alter, amend or revoke the license hereby granted and require Contractor’s use of any new or different Marks in conjunction with the air transportation services provided hereunder.  In the event that the United Marks are changed or United requires the use of different Marks or no marks, Contractor agrees to update the marks in accordance with its normal paint schedule.  If United requests modification of marks to be completed prior to the normal paint schedule, United shall bear the cost of complying with this covenant.

B. TERMS AND CONDITIONS GOVERNING LICENSE

 

1. United Marks.  Contractor hereby acknowledges United’s ownership of the United Marks, further acknowledges the validity of the United Marks and agrees that it will not do anything in any way to infringe or abridge United’s rights in its marks or directly or indirectly to challenge the validity of the United Marks.

 

 

C. INFRINGEMENT

 

United will, at its expense, defend, indemnify, release, protect, save and hold Contractor, its officers, directors, agents and employees harmless from and against any and all liabilities, damages, expenses, losses, claims, demands, suits, fines or judgments, including, but not limited to, attorneys’ and witnesses’ fees, costs and expenses incident thereto, which may be suffered by, accrue against, be charged to or be recovered from Contractor as a result of any claim that the use by Contractor of any United Mark in accordance with the terms of this Agreement or Contractor’s Ground Handling Agreement infringes a registered trademark or service mark of any third party in the United States, and will pay all costs, damages and attorneys’ fees that a court finally awards as a result of such claim.  To qualify for such defense and payment, Contractor must (i) give United prompt written notice of any such claim and (ii) allow United to control the defense of the claim and all related settlement negotiations and fully cooperate with United in its defense of the claim and the conduct of any settlement negotiations.  United’s obligation hereunder is conditioned on Contractor’s agreement that if any Mark becomes, or in United’s opinion is likely to become, the subject of such a claim, Contractor will not dispute that United, at its option, may either procure the right for Contractor to continue using such Mark or to replace or modify such Mark so that it becomes non-infringing.  This Article VI.C states United’s entire obligation to Contractor regarding infringement or the like.

VII. ADDITIONAL UNDERTAKINGS

 

A. BULK PURCHASES

 

Each party may assist the other in obtaining goods and services useful to the other party, including, without limitation, fuel, uniforms, supplies and ground equipment, in a more economical manner.  Contractor agrees to participate in any bulk purchasing arrangement identified by United for any goods and services required by Contractor in connection with Contractor’s United Express Services (including fuel) or with Contractor’s provision of services under Contractor’s Ground Handling Agreement, so long as the arrangement is on terms that are not disadvantageous to Contractor (taking into account price, volume commitments, term, and other relevant factors).  The terms of any such bulk purchase arrangement will be as set forth in a separate agreement between the parties.

B. UNIFORMS

 

Contractor shall pay for, or require all of its employees, to pay for, uniforms for all of its employees working for United Express, with the exceptions of Supervisors, Managers and administrative employees.   All such employees of Contractor who are visible to the public, are required to wear either i) the United Express Uniform, or ii)a uniform that has been approved by United in writing, such approval not to be unreasonably withheld.  This uniform is to be worn at all times while on duty.  Employees in United Express uniform, on or off duty, shall not drink intoxicating beverages, give the appearance of being intoxicated or visit any establishment whose primary purpose is to dispense liquor (e.g., bars, saloons, cocktail lounges, liquor stores).  The “United Express uniform” refers to any uniform apparel bearing the United brand or insignia, or which can be in any way identified with United Airlines or United Express.  Because the actions and appearance of employees influence, to a considerable extent, the public’s opinion of the United brand, Contractor’s employees wearing a United Express uniform must be mindful of these requirements and conduct themselves accordingly.  Complete information on United Express uniform and accessory items are contained in the Customer Service Uniform Appearance Guidelines.

C. PASSES AND REDUCED RATE TRAVEL

 

Each party will comply with the terms of a separate agreement between them under which are granted to the employees of the other party certain passes and reduced rate pleasure travel privileges.  United has the right to retain all revenue generated from reduced rate travel by Contractor’s employees, on both United flights and flights in Contractor’s United Express Services.

D. SIGNAGE

 

Contractor is required to display signage, advertising its operations as United Express at the stations ground handled by Contractor and set forth in APPENDIX B.  All signage must be approved by United prior to its use by Contractor, and Contractor shall be responsible for all acquisition, installation and maintenance of all such signage.  Contractor shall also be responsible for all costs associated with such signage.

E. TRAINING

 

For purposes of calculating the value of local revenue, the value of mileage plus award travel will be set to equal the program fee specified in Article IX.A.

[***]

[***]

 

A= [***]

B= [***]

C= [***]

D= [***]

 

If United sets off amounts owed to any affiliate of United against any payment due to Contractor from United, United shall cause its affiliate to release Contractor with respect to the amounts set off by United as if Contractor paid such amounts to the affiliate directly.

IX. FEES PAYABLE TO UNITED

 

 

Bank of America

Account:  [***]

1.	Modified Procedures.  United and Contractor by mutual written agreement may establish alternative or modified passenger sales procedures in order to accommodate tickets and exchange orders issued by air carriers which are not participants in the Airline Clearing House, Inc.

2.

Audits.  United, or United’s representative, may conduct on-site audits, from time to time, of tickets, air way bills, cargo bills, exchange orders, refunds and other records relating to sales and refund activity pertaining to Contractor’s provision of the services; provided that such audits do not unreasonably interfere with Contractor’s business.

X. MAINTENANCE AND FUELING

 

United will have no responsibility under this Agreement for maintenance or fueling of Contractor’s aircraft.  Contractor and United agree that Contractor may participate in United’s fuel purchase program at IAD, subject to United’s purchase terms.  Contractor shall use its commercially reasonable effort to participate in United’s fuel and resource conservation programs for which adequate information is provided to Contractor.

XI. U.S. MAIL

 

United and Contractor agree to cooperate in making bids for mail carriage.

XII. INSURANCE

 

A. INSURANCE TYPES

 

D. FAILURE TO MAINTAIN INSURANCE

 

XIII. LIABILITY AND INDEMNIFICATION

 

A. EMPLOYER’S LIABILITY AND WORKERS’ COMPENSATION

 

Each party hereto assumes full responsibility for its employer’s liability and workers’ compensation liability to its own officers, directors, employees or agents on account of injury or death resulting from or sustained in the performance of their respective service under this Agreement.  Each party, with respect to its own employees, accepts full and exclusive liability for the payment of workers’ compensation and employer’s liability insurance premiums with respect to such employees, and for the payment of all taxes, contributions or other payments for unemployment compensation or old age benefits, pensions or annuities now or hereafter imposed upon employers by the government of the United States or by any state or local governmental body with respect to such employees measured by the wages, salaries, compensation or other remuneration paid to such employees, or otherwise, and each party further agrees to make such payments and to make and file all reports and returns, and to do everything to comply with the laws imposing such taxes, contributions or other payments.

B. INDEMNIFICATION BY CONTRACTOR

 

Contractor hereby assumes liability for and agrees to indemnify, release, defend, protect, save and hold United and its officers, directors, agents and employees harmless from and against any and all liabilities, damages, expenses, losses, claims, demands, suits, fines or judgments, including, but not limited to, attorneys’ and witnesses’ fees, costs and expenses incident thereto, which may be suffered by, accrue against, be charged to or be recovered from United or its officers, directors, employees or agents, by reason of any injuries to or deaths of persons, except for injury or death of United employees, or the loss of, damage to or destruction of property, including the loss of use thereof, arising out of, in connection with or in any way related to any act, error, omission, operation, performance or failure of performance of Contractor or its officers, directors, employees and agents, or of any Ground Handling Provider, regardless of any contributory negligence either active, passive or otherwise, on the part of United or its officers, directors, employees or agents (but excluding the reckless and willful misconduct or gross negligence of United or its officers, directors, employees or agents), which is in any way related to the services of Contractor contemplated by or provided pursuant to this Agreement.  United will give Contractor prompt and timely notice of any claim made or suit instituted against United which in any way results in indemnification hereunder, and Contractor will have the right to compromise or participate in the defense of same to the extent of its own interest.

C. INDEMNIFICATION BY UNITED

 

United hereby assumes liability for and agrees to indemnify, release, defend, protect, save and hold Contractor and its officers, directors, agents and employees harmless from and against any and all liabilities, damages, expenses, losses, claims, demands, suits, fines or judgments, including, but not limited to, attorneys’ and witnesses’ fees, costs and expenses incident thereto, which may be suffered by, accrue against, be charged to or be recovered from Contractor or its officers, directors, employees or agents, by reason of any injuries to or deaths of persons, except for injury or death of Contractor’s employees, or the loss of, damage to or destruction of property, including the loss of use thereof, arising out of, in connection with or in any way related to any act, error, omission, operation, performance or failure of performance of United or its officers, directors, employees or agents, regardless of any contributory negligence either active, passive or otherwise on the part of Contractor or its officers, directors, employees, or agents (but excluding the reckless and willful misconduct or gross negligence of Contractor or its officers, directors, employees or agents), which is in any way related to the services of United contemplated by or provided pursuant to this Agreement.  Contractor will give United prompt and timely notice of any claim made or suit instituted against Contractor which in any way results in indemnification hereunder, and United will have the right to compromise or participate in the defense of same to the extent of its own interest.

D. INDEMNIFICATION RELATED TO GROUND HANDLING SERVICES

 

Contractor hereby assumes liability for and agrees to indemnify, release, defend, protect, save and hold each Ground Handling Provider, and its officers, directors, agents and employees, harmless from and against any and all liabilities, damages, expenses, losses, claims, demands, suits, fines or judgments, including but not limited to, attorneys’ and witnesses’ fees, costs and expenses incident thereto, which may be suffered by, accrue against, be charged to or be recovered from such Ground Handling Provider, or its officers, directors, employees or agents, by reason of any injuries to or deaths of persons, or the loss of, damage to or destruction of property, including the loss of use thereof, arising out of, in connection with or in any way related to any act, error, omission, operation, performance or failure of performance of Contractor or its officers, directors, employees and agents, regardless of any negligence either active, passive or otherwise on the part of such Ground Handling Provider, or its officers, directors, employees or agents (but excluding the reckless and willful misconduct or gross negligence of such Ground Handling Provider or its officers, directors, employees or agents and excluding such Ground Handling Provider’s negligent operation of ground support equipment to the extent solely of such Ground Handling Provider’s indemnification obligation therefor under the following paragraph), which is in any way related to the Ground Handling Services.  To be eligible for this indemnity, each Ground Handling Provider will give Contractor prompt and timely notice of any claim made or suit instituted against it which in any way results in indemnification hereunder, and Contractor will have the right to compromise or participate in the defense of same to the extent of its own interest.  Contractor acknowledges and agrees that the Ground Handling Providers are third party beneficiaries of the indemnities provided herein by Contractor, and may bring legal actions and proceedings (whether administrative, judicial, or otherwise) in their own names directly against Contractor.

United will cause each Ground Handling Provider to agree to indemnify Contractor against any physical loss of or damage to any of Contractor’s aircraft caused by such Ground Handling Provider’s negligent operation of ground support equipment; provided that such Ground Handling Provider’s liability under this sentence shall be limited to any loss or damage not exceeding [***] in respect of any incident and shall not extend to any loss or damage below [***] in respect of any incident.

E. CONTRACTOR’S SUPPLIES LIABILITY

 

Contractor hereby assumes liability for and agrees to indemnify, release, defend, protect, save and hold United and its officers, directors, agents and employees from and against any and all liabilities, damages, losses, claims, demands, suits, fines or judgments, including, but not limited to, attorneys’ and witnesses’ fees, costs and expenses incident thereto, which may be suffered by, accrue against, be charged to or be recovered from United or its officers, directors, employees, or agents by reason of any losses or damages incurred on account of the loss, misapplication, theft or forgery of passenger tickets, exchange orders or other supplies furnished by or on behalf of United to Contractor, or the proceeds thereof, whether or not such proceeds have been deposited in a bank and whether or not such loss is occasioned by the insolvency or bankruptcy of a bank in which Contractor may have deposited such proceeds, other than a loss caused by a bank to which funds have been transmitted at the express direction of United, unless such liabilities, damages, losses, claims, demands, suits, fines or judgments, including, but not limited to, attorneys' and witnesses' fees, costs and expenses incident thereto, which may be suffered by, accrue against, be charged to or be recovered from United or its officers, directors, employees, or agents by reason of any losses or damages incurred on account of the loss, misapplication, theft or forgery of passenger tickets, exchange orders or other supplies furnished by or on behalf of United is caused by the negligence of United or its officers, directors, employees, or agents including, but not limited to, attorneys' and witnesses' fees, costs and expenses incident thereto, which may be suffered by, accrue against, be charged to or be recovered from United or its officers, directors, employees, or agents by reason of any losses or damages incurred on account of the loss, misapplication, theft or forgery of passenger tickets, exchange orders or other supplies furnished by or on behalf of United.  Contractor’s responsibility hereunder for passenger tickets, exchange orders and other supplies will commence immediately upon the delivery of said passenger tickets, exchange orders, and other supplies into the possession of Contractor or any duly authorized officer, agent or employee of Contractor.  United will furnish Contractor prompt and timely notice of any claims made or suits instituted against United which in any way may result in the indemnification hereunder, and Contractor will have the right to compromise or participate in the defense of same to the extent of its own interest.

F. INDEMNITY FOR INFORMATION

 

Each party hereby assumes liability for and agrees to release, defend, protect, save, indemnify and hold the other party, its officers, directors, employees and agents harmless from all liabilities, damages, losses, claims, demands, suits, fines or judgments including, but not limited to, attorneys’ and witness’ fees, costs and expenses incident thereto, of such party and any third person, express or implied, arising by law or otherwise, as a result of, or related to, any errors in information provided by the other party under this Agreement, regardless of any contributory negligence of the other party either active, passive or otherwise (but excluding the willful misconduct of the other party).  Each party’s waiver and release to the other party in this Article XII.F applies to any liability, obligation, right, claim, or remedy in tort and including any liability, obligation, right, claim, or remedy for loss of revenue or profit or any other direct, indirect, incidental, special, or consequential damages.

G. UNITED DEFINITIONS

 

As used in this Article XIII for purposes of identifying an indemnified party, all references to United include United’s parent company, and any subsidiary or affiliate of United or its parent company, and their respective employees, officers, directors and agents.  For purposes of this Article XIII any passenger who connects in any city from a flight on United or Contractor (the “Carrying Party”) within four (4) hours after the end of such flight to a flight of the other party (the “Connecting Party”) become passengers of the Connecting Party when such passenger enters the hold room or waiting area to which they were deplaned in such city from the Carrying Party’s flight to such on-line city.  A passenger of the Carrying Party who does not have a connecting flight with the other party hereto and prior to entering the hold room or waiting area after deplaning from the Carrying Party’s flight in the Connection City is a passenger of the Carrying Party.  For purposes of this Article XIII, neither loading bridges, hallways, stairways, nor ramp areas will be considered part of the hold room or waiting area.

XIV. ENVIRONMENTAL MATTERS

 

A.	Definitions.

1.

The term “Environmental Laws” means all applicable federal, state, local and foreign laws and regulations, including airport or United rules, regulations, policies, or lease requirements relating to the prevention of pollution, protection of the environment or occupational health and safety, or remediation of environmental contamination, including, without limitation, laws, regulations and rules relating to emissions to the air, discharges to surface and subsurface waters, regulation of potable or drinking water, the use, storage, release, disposal, transport or handling of Hazardous Materials, and aircraft noise, vibration, exhaust and overflight.

2.	The term “Hazardous Materials” means any substances, whether solid, liquid or gaseous, which are listed and/or or regulated as hazardous, toxic, or similar terminology under any Environmental Laws or which otherwise cause or pose threat or hazard to human health, safety or the environment.

B.	Contractor Obligations.

1.

Contractor shall conduct its operations in a prudent manner, taking reasonable preventative measures to avoid liabilities under any Environmental Laws or harm to human health or the environment, including, without limitation, measures to prevent unpermitted releases of Hazardous Materials to the environment, adverse environmental impacts to on-site or off-site properties and the creation of any public nuisance.  If in the course of conducting services under this Agreement Contractor encounters adverse environmental conditions that could reasonably be expected to give rise to liability for United or Contractor under any Environmental Laws or which otherwise could reasonably be expected to result in harm human health or the environment, Contractor shall promptly notify United of such conditions.

 

2.

Contractor shall, at its own expense, conduct its operations in compliance with applicable Environmental Laws.  If United provides any information, instruction, or materials to Contractor relating to its obligations under any Environmental Laws, Contractor agrees that this shall not in any way relieve Contractor of its obligation to comply with Environmental Laws.  Contractor further agrees that it shall otherwise preserve the proprietary nature of any such information that is identified by United as proprietary and confidential and shall use commercially reasonable efforts to ensure that the information is not disclosed to any third parties without first obtaining the written consent of United.

3.

Contractor shall use its reasonable commercial efforts to perform its services under this Agreement so as to minimize the unnecessary generation of waste materials, including consideration of source reduction and re-use or recycling options.  If requested by United, Contractor shall replace specific products used in its operations with less toxic products, as long as there is a reasonable replacement available at a similar cost, or if the product is not at a similar cost, provide United the option to agree to pay the difference.  Contractor shall ensure that any waste materials generated in connection with the services performed by Contractor under this Agreement are managed in accordance with all applicable Environmental Laws, with Contractor assuming responsibility as the legal generator of such wastes; however, this provision does not apply should United or another vendor of United be the entity who has in fact generated the wastes.

4.

For any leased areas or other equipment that are jointly used or operated by both Contractor and United (and/or other United Contractors), Contractor shall use its reasonable commercial efforts to coordinate its activities with United and/or United Contractors and otherwise perform such activities to ensure compliance with applicable Environmental Laws.

5.

Except for de minimis amounts of Hazardous Materials which are immediately and fully remediated to pre-existing conditions, Contractor shall promptly notify United of any spills or leaks of Hazardous Materials arising out of Contractor’s provision of services under this Agreement, and shall provide copies to United of any written reports provided to any governmental agencies and airport authorities under any Environmental Laws regarding same.  Contractor shall promptly undertake all reasonable commercial actions to remediate any such spills or leaks to the extent Contractor is required to do so by applicable Environmental Laws, by the relevant airport authority, or in order to comply with a lease obligation.  In the event that Contractor fails to fulfill its remediation obligations under this Paragraph and United may otherwise be prejudiced or adversely affected, United may undertake such actions as are reasonable at the cost and expense of Contractor.

6.

Contractor shall promptly provide United written copies of any notices of violation issued or other claims from a third party asserted pursuant to Environmental Laws or associated with a potential release of Hazardous Mubstances and related to or associated with the provision of services by Contractor under this Agreement.  Contractor shall promptly undertake all actions necessary to resolve such matters, including, without limitation, the payment of fines and penalties, and promptly addressing any non-compliance identified; provided, however, that Contractor may contest any notice of violation or other alleged violation and defend any claim that it believes is untrue, improper or invalid.   In the event that Contractor fails to fulfill its obligations under this Paragraph and United may otherwise be prejudiced or adversely affected, United may undertake such actions as are reasonable at the cost and expense of Contractor.

7.

If requested by United, Contractor shall conduct a review and provide information to United regarding Contractor’s compliance with the requirements of this Article.  This review may include the completion of an environmental compliance audit of Contractor’s activities pursuant to a work plan approved by United.  Contractor shall provide United with a summary of the results of this audit, provide United an opportunity to review any report generated in connection with such an audit, and will promptly use its reasonable commercial efforts to address any non-compliance identified.

8.

In the event that Contractor’s Services include (a) providing bulk (non-bottled) potable water for crew or passenger consumption; (b) the handling or loading of bulk (non-bottled) potable water onto aircraft; or (c) the maintenance of any potable water equipment (such as water servicing trucks, carts, cabinets or portable tanks), Contractor shall comply with all applicable Environmental Laws governing the provision of such Services (“Drinking Water Requirements”) and shall use its reasonable commercial efforts to ensure all water handling equipment is properly and regularly disinfected and kept in sanitary condition.  If Contractor relies upon a Contractor to load water onto its aircraft or to maintain water handling equipment, it shall inquire with such contractors to ensure they meet these standards as well. Contractor shall notify United if it becomes aware of practices or conditions that may negatively impact potable water quality.

9.

Contractor shall maintain records relating to its compliance with Environmental Laws under this Agreement for at least five (5) years or such longer period of time if required by Environmental Laws.  Contractor shall, at the request of United and with reasonable advance notice, provide United with reasonable access to Contractor’s operations, documents, and employees for the sole purpose of allowing United to assess Contractor’s compliance with its obligations with this Article, including responding to reasonable information requests.

10.

Upon the termination of operations at a space used to support operations under this agreement, Contractor shall use its reasonable commercial efforts to ensure the removal and proper management of any and all Hazardous Materials for which Contractor is responsible associated with its operations (including its subcontractors) and will comply with any other applicable Environmental Laws applicable to Contractor’s United Express Services.

11.	Contractor has reviewed United’s Environmental Commitment Statement (found at http://www.united.com/page/article/0,6722,52532,00.html) and agrees to cooperate with United in meeting these commitments and in responding to reasonable information requests.

12.

Contractor shall be responsible for and will indemnify, defend, and hold harmless United, including its officers, agents, servants and employees, from and against any and all claims, liabilities, damages, costs, losses, penalties, and judgments, including costs and expenses incident thereto under Environmental Laws or due to the release of a Hazardous Material, which may be suffered or incurred by, accrue against, be charged to, or recoverable from United or its officers, agents, servants and employees arising out of an act or omission of Contractor (or its subcontractor) related to Contractor’s provision of services under this Agreement, except to the extent caused by the negligent or willful acts or omissions of United or a third party contracted by United.

 

XV. REPORTS

 

A. OPERATING PERFORMANCE

 

Contractor will furnish to United within ten (10) days after the end of each month a detailed report of its operating performance, which report will include information on Contractor’s performance during the preceding month for each of the items designated by United, including, but not limited to, operating performance standards and aircraft appearance.

B. GOVERNMENT FILINGS

 

Contractor will be responsible for filing all reports relating to its United Express operations with the DOT, FAA or any state or airport authority (other than any such reports for which United has assumed the responsibility to file them on Contractor’s behalf), and Contractor will promptly furnish United with copies of all such reports and such other available traffic and operating reports, in each case relating to Contractors United Express service, as United may reasonably require from time to time during the life of this Agreement.  To the extent only United is in possession of relevant statistics used in such reports, United will provide such available statistics to Contractor as necessary for Contractor to complete these filings.  If United fails to provide such statistics to Contractor sufficiently in advance of the applicable deadline for such filings, and Contractor is unable to submit such filings by the deadline because of such delay, United will reimburse Contractor for any fines or penalties incurred by Contractor as a result of its failure to submit such filings by the deadline.

C. COPY OF GOVERNMENT REPORTS

 

Contractor will promptly furnish United with a copy of every report that Contractor prepares, whether or not such report is filed with the FAA, NTSB or any other governmental agency, relating to any accident or incident involving an aircraft used by Contractor in performing services under this Agreement, whether or not such aircraft bears any of the United Marks, when such accident or incident is claimed to have resulted in the death or injury to any person or the loss of, damage to or destruction of any property.

D. SCHEDULED SERVICE UPDATE

 

Contractor will provide accurate updates of its flights’ planned and actual departure and arrival times (including updates of irregularities) in Apollo Services as soon as the planned flight schedule is changed and the flight departs and arrives or experiences an irregularity.  Specifically, this includes updating the out, off, on and in times for the aircraft within fifteen (15) minutes of the occurrence of each event.  In the event of flight delays, cancellations or other schedule irregularities affecting Contractor’s United Express Service flights, and as soon as information concerning such irregularities is available, Contractor shall update Apollo Services or other approved United systems to reflect such information and, when requested by United, notify the designated United organization.  For delayed flights, Contractor shall provide updates to Customers and Apollo in no less than fifteen (15)-minute intervals. For purposes of this Agreement, such scheduled and actual departure and arrival and irregularity information shall be known as “FLIFO.”  United will notify Contractor in writing as soon as practicable after United determines that Contractor has failed to update FLIFO in a timely and accurate manner.  If Contractor fails ten (10) times in any consecutive thirty (30) day period (the “FLIFO Threshold”) to update FLIFO in a timely and accurate manner as soon as it becomes evident to Contractor that a schedule deviation shall take place, then upon notification by United to Contractor, Contractor shall pay United damages of [***] for each occurrence over and above the first ten (10) occurrences during such thirty (30) day period regardless of who ground handles Contractor’s United Express.  United agrees to bill Contractor any amount owed under this Section within ninety  (90) days after the end of each calendar ninety (90) day period during which Contractor has exceeded the FLIFO Threshold.  Such damages shall be United’s exclusive remedy for Contractor’s non-compliance with this paragraph and may be collected by setoffs against other amounts owed by United to Contractor hereunder.

E. CLOSE OUT ENTRIES

 

For the cities specified in APPENDIX B where the Contractor is performing its own Ground Handling, upon departure of each United Express flight, Contractor will make close-out entries in Apollo Services as required by United and as specified in the United Express Service Standards.  United will make available to Contractor the same monitoring systems currently available (i.e. day after departure prompts) or those that are being developed and implemented for United.  If Contractor fails to perform flight close-out entries in Apollo Services as required in more than ten (10) occurrences within any consecutive thirty (30) day period as outlined above, where such occurrence is caused by or arises out of an act or omission of Contractor, then upon notification by United to Contractor, Contractor shall pay United damages of [***] for each occurrence over and above the first ten (10) occurrences within such thirty (30) day period.  Such damages shall be United’s exclusive remedy for Contractor’s non-compliance with this paragraph and may be collected by setoffs against other amounts owed by United to Contractor hereunder.

XVI. INDEPENDENT CONTRACTORS AND WAIVER OF CONTROL

 

    A. INDEPENDENT CONTRACTORS

 

 

C. CONTRACTOR OPERATED FLIGHTS

 

The fact that Contractor’s operations are conducted under the United Marks and listed under the UA designator code will not affect their status as flights operated by Contractor, and Contractor and United agree to advise all third parties, including passengers, of this fact.

XVII. DEFAULT, TERMINATION AND OTHER REMEDIES

 

A. BANKRUPTCY

 

If either party becomes insolvent; if the other party has evidence that either party is not paying its bills when due without just cause; if either party takes any step leading to its cessation as a going concern; makes an assignment for the benefit of creditors or a similar disposition of the assets of the business; or if either party either ceases or suspends operations for reasons other than an Article XXV force majeure condition (a “Section A Default”), then the other party (the “Insecure Party”) may immediately terminate this Agreement on notice to such party (the “Section A Defaulting Party”) unless the Section A Defaulting Party immediately gives adequate assurance of the future performance of this Agreement by establishing an irrevocable letter of credit—issued by a U.S. bank acceptable to the Insecure Party, on terms and conditions acceptable to the Insecure Party, and in an amount sufficient to cover all amounts potentially due from the Section A Defaulting Party under this Agreement—that may be drawn upon by the Insecure Party if the Section A Defaulting Party does not fulfill its obligations under this Agreement in a timely manner.  If bankruptcy proceedings are commenced with respect to the Section A Defaulting Party and if this Agreement has not otherwise terminated, then the Insecure Party may suspend all further performance of this Agreement until the Section A Defaulting Party assumes or rejects this Agreement pursuant to Section 365 of the Bankruptcy Code or any similar or successor provision.  Any such suspension of further performance by the Insecure Party pending the Section A Defaulting Party’s assumption or rejection will not be a breach of this Agreement and will not affect the Insecure Party’s right to pursue or enforce any of its rights under this Agreement or otherwise.  If a bankruptcy proceeding is commenced with respect to Contractor, Contractor and United hereby agree that Contractor’s obligations under this Agreement,

B. COVENANT DEFAULT

 

If either party (the “Section B Defaulting Party”) shall refuse, neglect or fail to perform, observe, or keep any material covenants, agreements, terms or conditions contained herein on its part to be performed, observed, and kept (other than any such covenant or agreement for which this Agreement provides an exclusive remedy and other than the covenants described in Article XVI.D), and such refusal, neglect or failure (individually and collectively, a “Breach”) shall continue for a period of thirty (30) days after written notice to cure such Breach to the Section B Defaulting Party thereof (a “Section B Default”), then the other party may upon thirty (30) days’ notice to the Section B Defaulting Party terminate this Agreement.  If a notice of Breach is delivered and a notice of termination is not delivered within forty-five (45) days thereafter the other party shall be deemed to have waived its right hereunder to terminate for the particular occurrence of Breach for which the Section B Defaulting Party received notice.

 

C. DEFAULT BY CONTRACTOR

 

If Contractor shall refuse, neglect or fail to cure or perform any one of the following conditions, United may give Contractor written notice to correct such condition or cure such breach, and if any such condition or breach shall continue for thirty (30) days, or, in the case of Article XVII.C.1 below, ninety (90) days after notice to Contractor thereof (a “Section C Default”), then United may terminate this Agreement upon fifteen (15) days’ written notice to Contractor if:

 

1. Contractor’s operations fall below each of the following three levels for three (3) consecutive months (in other words, Contractor will not have failed to comply with the condition in this paragraph if it does not fall below any one or more of the following three levels at any time during a period of three (3) consecutive months):

 

E. NON-COMPLIANCE WITH STANDARDS

 

If Contractor shall refuse, neglect, or fail to perform or observe the provisions of the United Express Service Standards to be performed, observed, and kept with regard to one or more city pairs under this Agreement, and such refusal, neglect or failure shall continue for a period of sixty (60) days after United delivers written notice to cure such default to Contractor thereof (a “Section E Default”), then United may upon thirty (30) days’ notice to Contractor terminate this Agreement with regard to the city pairs involved or as to the entire Agreement at United’s discretion.  If a notice of a Section E Default is delivered and a notice of termination is not delivered within seventy-five (75) days thereafter, United shall be deemed to have waived its right hereunder to terminate for the particular occurrence of breach for which Contractor received notice.

F. CONSEQUENCES OF TERMINATION; OTHER REMEDIES

 

Any termination pursuant to one or more of the provisions of this Agreement will be without additional liability to the party initiating such termination and will not be construed so as to relieve either party hereto of any debts or obligations, monetary or otherwise, to the other party that accrued hereunder prior to the effective date of such termination.  Each party will be entitled to any and all damages recoverable and remedies under law or in equity against the other for any breach by the other party of this Agreement, regardless of whether the non-breaching party elects to terminate this Agreement; provided that the liquidated damages provided for in Article XVI,G shall constitute full payment and the exclusive remedy for any damages suffered by United by reason of any breach by Contractor to which Article XVI,G applies.

G. UNITED’S LIQUIDATED DAMAGES

 

 

 

H. RESTRICTED ACTIONS

 

B. PERMITS AND LICENSES

 

Contractor will comply with all federal, state and local laws, rules and regulations, will timely obtain and maintain any and all permits, certificates or licenses necessary for the full and proper conduct of its operations, and will pay all fees assessed for airport use including, but not limited to, landing fees, user airport fees and prorated airport facility fees.  Contractor further agrees to comply with all mandatory resolutions issued by the Air Transport Association of America (“ATA”) and all non-binding recommended resolutions of the ATA which are adopted by United.

XX. REVIEW

 

During the term of this Agreement United may, at any time at its discretion, require a joint review of Contractor’s aircraft and facilities to determine whether Contractor’s United Express Services are meeting the requirements of this Agreement. This review is not intended nor shall it be construed to relieve Contractor of its responsibility to provide a quality and airworthy aircraft that satisfies all FAA regulations.  In addition, within thirty (30) days after each calendar quarter United and Contractor will meet to review Contractor’s United Express Services during the preceding calendar quarter.

XXI. JURISDICTION

 

With respect to any lawsuit, action, proceeding or claim relating to this Agreement or any other agreement between United and Contractor (hereinafter, any such lawsuit, action, proceeding or claim is referred to as a “Lawsuit”), each of the parties hereto irrevocably (i) submits to the jurisdiction of the courts of the State of Illinois and the United States District Court located in the City of Chicago, Illinois, and (ii) waives any objection which it may have at any time to the laying of venue of any Lawsuit brought in any court, waives any claim that any Lawsuit has been brought in any inconvenient forum, and further waives the right to object, with respect to any Lawsuit, that such court does not have jurisdiction over such party.  Nothing in this Agreement precludes either party hereto from bringing Lawsuits in any other jurisdiction in order to enforce any judgment obtained in any Lawsuit referred to in the preceding sentence, nor will the bringing of such enforcement Lawsuit in any one or more jurisdictions preclude the bringing of any enforcement Lawsuit in any other jurisdiction.

XXII. NOTICES

 

Any and all notices, approvals or demands required to be given in writing by the parties hereto will be sufficient if sent by certified mail, postage prepaid, overnight delivery by a nationally recognized delivery company or hand delivery, to United, addressed to:

United Air Lines, Inc.

1200 E. Algonquin Road

Elk Grove Township, Illinois 60007

Attn:  [***]

and to Contractor, addressed to:

Colgan Air, Inc.

c/o Pinnacle Airlines Corp.

1689 Nonconnah Blvd.

Suite 111

Memphis, TN 38132

Attn: [***]

XXIII. APPROVALS AND WAIVERS

 

 

XXIV. GOVERNING LAW

 

IN WITNESS WHEREOF, the parties hereto have by their duly authorized officers caused this Agreement to be entered into and signed as of the day and year first above written.

COLGAN AIR, INC.       By: ______________________________ George Casey President & General Manager	UNITED AIR LINES, INC.       By: ______________________________ John Tague Executive Vice President and Chief Operating Officer

UNITED EXPRESS

Stylized UNITED EXPRESS lettering

UNITED EXPRESS colors

Stylized letters UA

Uniform Design

Aircraft exterior and interior color decor

Other United Marks approved by United for use by Contractor

Non-Directional O&D                                                                Minimum Frequency

[***]                                                                           [***]

[***]                                                                           [***]

[***]                                                                           [***]

[***]                                                                           [***]

[***]                                                                           [***]

[***]                                                                           [***]

[***]                                                                           [***]

[***]                                                                           [***]

[***]                                                                           [***]

[***]                                                                           [***]

[***]                                                                           [***]

[***]                                                                           [***]

[***]                                                                           [***]

Minimum frequencies for EAS markets will be defined by the government EAS contract.  If at any time Contractor desires to make changes to the frequencies, or eliminates service to any of the cities defined above, they must communicate their intent in accordance with Article XXI, in writing, at least 90 days prior to the schedule change. Should Contractor eliminate service to any of the above cities, Contractor is responsible for a prorated share of the IT removal costs, based on the date of discontinued service and the number of months remaining in the contract term.

Contractor will operate [***] Saab 340-B turboprop aircraft.  At least [***] of the aircraft are to be painted in United livery.  Contractor will also have at least [***] operational spare in Contractor’s livery.

Contractor will provide ground handling services for Contractor-operated United Express flights at no cost to United at the following stations:  [***].

For the stations in which Contractor is responsible for providing ground handling services, Contractor may, upon receiving written approval from United, assign these duties to its parent company or other wholly owned subsidiaries of its parent company or subcontract ground handling services to another United Airlines approved ground handling company.

United will arrange for ground handling services to be provided on behalf of the Contractor at the following stations:  [***].  The ground handling fee specified in Article IX.B will be charged to Contractor for all Contractor operated departures from the aforementioned stations.

The Ground Handling Provider(s) will provide the following minimum services:

(a)           Employees shall be fully qualified personnel to handle Contractor’s operations.

(b)           Posting of signage and decor appointment as specified by United.

(c)           Adequate check-in areas including passenger waiting room facilities.

(d)           Security facilities, personnel and passenger screening procedures as are required by applicable orders, rules and regulations of the FAA and those standards specified by United.

(e)           Capability of operating Automation Equipment (Apollo Services) for the purpose of providing passenger processing and operations in the configuration and under the procedures specified by United.

(f)           Baggage handling, delivery and tracing in accordance with procedures issued by United.

(g)           Special services required by passengers, including wheelchair service

Issued by:

Date of Issue:

THIS IS TO CERTIFY TO: UNITED AIR LINES, INC.

that Insurers are providing 100% of the following Aircraft Hull & Liability Insurances:

NAME INSURED:
PERIOD OF INSURANCE:
INSURERS:
POLICY NUMBER:
GEOGRAPHICAL LIMITS:	Worldwide Hull War limited to Western Hemisphere with commercial and or FAA provided insurance; territorial limitations not defined in FAA policy.
AIRCRAFT INSURED:	All aircraft owned or operated by the Named Insured.
DESCRIPTION OF COVERAGE:	Comprehensive Airline Liability Insurance, Contractual Liability, including Aircraft Liability, Passenger Liability, War Risk should the FAA stop carrying it, including both Passengers and Other Third Parties, Cargo Liability and Comprehensive General Liability, including Hangarkeepers, Excess Automobile, Host Liquor Liability, Personal Injury, and Products Liability/Completed Operations coverage.  All Risk Physical Damage Hull Coverage.
LIMIT OF LIABILITY	Combined Single Limits to be specified consistent with Article XII, or up to [***].

We have developed common safety standards to evaluate and effectively manage safety. We will commit to:

·	Mutual support of one another in implementing these standards by sharing safety data, information and expertise.

·	Quality maintenance and operations training programs

·	A carrier internal evaluation program to monitor key safety issues, including maintenance practices, required inspection items, technical document control, dangerous goods handling, training records and qualifications for all personnel.

·	Quality programs to manage outsourcing of services.

·	A formalized maintenance quality assurance program.

·	Implementation of a program to rectify FAA inspection findings.

·	Presence of a voluntary disclosure program.

·	Formal process to routinely bring safety and compliance issues to the attention of carrier’s senior management.

·	Anonymous safety hazard reporting system.

·	A Senior Management policy statement supporting open safety reporting by employees.

·	Director of Safety, reporting to the highest levels of management, overseeing the carrier’s safety programs.

·	Process for managing required corrective actions from FAA and internal audit program as well as employee disclosure.

·	Ongoing flight safety education/feedback program.

·	Ground safety program in airport operating areas.

·	Incident investigation process that includes accountability, recommendations and actions taken.

·	Establishment and maintenance of emergency response procedures and manual.

·	Participation in UAL/industry safety information exchange forum.

These Service Standards are meant to provide an overview for Contractor as well as establishing service expectations for the day-to-day delivery of the United Express product. This document is not intended to be an all-inclusive manual. Please reference The Regional Ground Operations Manual (RGOM), and United Series 45 for procedures and regulations. The Service Standards outlined herein may change periodically, subject to the needs of the operation and our product delivery.  Any changes to these standards are at the sole discretion of United Airlines and are not subject to contractual negotiations.

In all facets of United Express Carrier operations, SAFETY is our #1 priority. It is expected that Contractor ensure all personnel maintain this same standard during the course of performing their duties.

All aircraft must be loaded in accordance with system loading standards. These loading requirements may vary based on equipment type, weight and balance constraints, and specific flight destinations

The complexity of work processes varies by location. Baggage handling at non-hub locations consists primarily of originating and terminating product. Expectations for these locations are incorporated with hub locations, with variances determined by the level of work required.  In a hub or connecting station, Contractor is responsible for the transfer of all baggage to United and other airlines. Transferred bags are delivered as follows:

City Bags (terminating) are to be delivered directly to the baggage claim area. The last bag should be on the claim device within [***] minutes of block arrival.

“Hot” Connecting Bags, defined by length of connection time determined on a local level by United Airlines, are to be delivered to the connecting flight at the gate. The gate drop point is to be determined locally by the station.

“Cold” Connecting Bags, bags whose connect time is outside the Hot Bag timeframe, are to be delivered to the designated sorter belt or transfer point.

Interline Bags (other airline connections) are to be delivered to the designated interline drop point.

The Contractor is responsible for providing ice on overnight aircraft and for other flights when requested.

The scanning of baggage is an integral part of United and United Express ground handling. Training for the execution of these processes will be provided to the Contractor by United.  UA will provide the initial scanning equipment

These Service Standards are meant to provide an overview for Contractor as well as establishing service expectations for the day-to-day delivery of the United Express product. This document is not intended to be an all-inclusive manual. The Service Standards outlined herein may change periodically, subject to the needs of the operation and our product delivery.  Any changes to these standards are at the sole discretion of United Airlines and are not subject to contractual negotiations.

In all facets of United Express operations, SAFETY is our #1 priority. It is expected that Contractor ensure all personnel maintain this same standard during the course of performing their duties.

It is expected that Contractor and its employees will adhere to the performance standards outlined in this document and comply with any and all De/Anti icing procedures as outlined in the Certificate holders FAA approved program.

All De/Anti-icing Services to be performed by Contractor shall comply with the requirements of the Federal Aviation Administration (FAA) and/or other applicable governmental agencies.

The performance of any De/Anti-icing Service shall be subject to Contractor’s applicable airport use of lease agreements and to all applicable federal, state and local laws, statues, ordinance, rules and regulations.

Prior to the commencement of De/Anti-icing Services hereunder United or the Flying Partners shall provide Handling Company with all material, whether in written or electronic format, which pertains to the method and procedures to be used to perform services on aircraft types operated as United Express.

Contractor agrees to establish and maintain a timeframe of readiness (“callout period”), satisfactory to United for deicing event staffing, and agrees to staff the operation for imminent

snow events.

Contractor agrees to provide a written performance review, when applicable, summarizing the elapsed time and actual gallons used by aircraft type for each deicing/anti-icing event.

Trucks and or fluid containers will require that the fluid used is recorded either by electronic or manual means. The readings will include a start reading and an end reading. These readings will be attached to invoices for payment.  Tactile checks will be performed (hands on check) on the leading edge of wings, on winglets and on the flaps on all rear engine aircraft.

Service Providers are other Air Carriers or Fixed Base Operators (FBOs) that are contracted by United Airlines or the United Express Handling Companys to de/anti-ice United Express aircraft. These other Air Carriers or FBOs may be either domestic or international.

United or the United Express Handling Companys may contract with other Air Carriers foreign or domestic using their deicing program as long as the program is approved by the FAA and United Express Carriers, their national regulator agency and accepted by the Corporate Winter Operations Committee (CWOC) and approved by the United Express carriers.

United or the United Express Handling Companys may contract with FBOs that use other Air Carriers approved deicing programs or that have their own approved deicing program and is accepted by the Corporate Winter Operations Committee (CWOC) and approved by the United Express carriers. (Ref. The Winter Operations Document Library in SkyNet, Secondary Provider Engagement.)

United or the United Express Handling Companys may contract with FBOs that do not have a deicing program, as long as they are using and have been trained to the approved United Airlines/ United Express deicing program  and is approved by the Corporate Winter Operations Committee (CWOC) and the United Express carriers.

Service Providers may have their own approved deicing program that does not contain United Express specific requirements (fleet).  United Express differences (aircraft) must accompany their program.  Service Providers that use the United Express program may have specific requirements per topic in this program. These specifics are addressed in each section as required.

When using a Service Provider's de/anti-icing program, United / United Express Station Management is still responsible of assuring compliance with United/ United Express requirements, including Post Deicing Check and Post Deicing Communications procedures. Subjected to airport authority restrictions, oversight is required and documented to ensure compliance. Documentation must be kept in a local file for the season.

The Captain of the aircraft in coordination with the United Express air carrier company’s control center will be directly responsible for a clean aircraft, and is the final authority as to the operation of that aircraft.

 

Stations that contract the use of a Service Provider's ground equipment, personnel must be trained to the identified differences.

FAA Documents

FAA, FAR 121.629, “Operation in icing conditions”

FAA, FSAT bulletin, “FAA-Approved Deicing Program Updates”

FAA, Advisory Circular, "Ground Deicing and Anti-icing Program"

United Documents

FOM, Cold Weather Operations and individual Airport Information (10-7, 20-7)

Aircraft Flight Manuals Adverse Weather Operations section

Regulations 45-5, Deicer Operation

Ground Safety 5-12 > part-04 Safety Precautions No. 5-12-11 Unit Check

Deice 001

Industry Documents

SAE, ARP 4737 Aircraft Deicing/Anti-icing Methods

SAE, ARP 5149 Training Program Guidelines for De/Anti-icing of Aircraft

SAE, ARP 1971 Aircraft Deicing Vehicle - Self-Propelled, Large and Small Capacity

SAE, AMS 1424 Deicing Type I fluid

SAE, AMS 1428 Anti-icing Type II/III/IV fluid

SAE, AMS 1431 Runway deicer – liquid

SAE, AMS 1435 Runway deicer – solid

ISO standard 11075 Type I

ISO standard 11078 Type II/III/IV

 

These Service Standards are meant to provide an overview for Contractor as well as establishing service expectations for the day-to-day delivery of the United Express product. This document is not intended to be an all-inclusive manual. Please reference United Series 65 for procedures and regulations. The Service Standards outlined herein may change periodically, subject to the needs of the operation and our product delivery.  Any changes to these standards are at the sole discretion of United Airlines and are not subject to contractual negotiations.

In all facets of United Express operations, SAFETY is our #1 priority. It is expected that Contractor ensure all personnel maintain this same standard during the course of performing their duties.

It is expected that Contractor employees providing service to United’s customers demonstrate the following behaviors:

Sincerely welcome customers, make eye contact, and use names when appropriate

Engage customers in a pleasant tone and manner

Acknowledge any customer problems and work to fix them, apologizing if necessary

Thank United’s customers for their business

It is expected that Contractor employees participate and comply with United’s customer service commitments that were shared with the US Department of Transportation.  The current provisions of “Our Customer Commitment” are as follows:

·	Offer the lowest fare available

·	Notify customers of known delays, cancellations and diversions

·	Provide on-time baggage delivery

·	Provide a fair baggage liability limit

·	Allow reservations to be held or cancelled

·	Provide prompt ticket refunds

·	Readily, capably and respectfully accommodate travelers with special needs

·	Meet customer’s essential needs during long on-aircraft or in-airport delays, diversions and cancellations

·	Treat involuntarily denied boarding customers with fairness and consistency

·	Disclose up-to-date travel itinerary, cancellation policies, frequent flyer rules and aircraft configurations to our customers

·	Work closely with our regional flying partners to deliver responsive customer service

·	Respond quickly, appropriately and courteously to customer questions and complaints

·	Manage claim area

·	Maintain communications with customers

·	Process, manage and closeout Missing Baggage Claims

·	Process and secure unclaimed baggage

·	Accept or deny and process damaged baggage claims.

·	Scan baggage tag information

·	Enter tracing information into United’s tracing system, Worldtracer

·	Monitor Priority bag and claim area delivery times providing input to ramp as appropriate.

·	Manage gate departure

·	Board aircraft according to premium boarding standards

·	Maintain communication with passengers and follow SOPs for announcements (see S*UAL/ANNOUNCE) (FastAir Format see PROFILE NAME: UAL; NAME: ANNOUNCE)

·	Perform crew ID checks

·	Perform document checks

·	Perform Denied Boarding process (Voluntary and Involuntary)

·	Process Departure Management list

·	Manage process of Standby lists

·	Perform Seat allocation

·	Reconcile passenger lists and boarding with aircraft  documents prior to departure

·	Complete Cargo Load Record passenger count at least [***] minutes prior to departure

·	Operate Passenger Loading Bridge (where applicable) or arrange for a qualified operator

·	Provide qualified personnel to operate passenger loading bridge and open and close aircraft door

·	Manage boarding process: ensure FAA minimums are onboard prior to boarding

·	Make announcements directing customers for appropriate processing

·	Check and verify travel documents

·	Check-in customer, allocate seat assignment

·	Check baggage

·	Assist customers when flights are interrupted, delayed, or cancelled.

·	Arrange and perform porter services

·	Arrange and assist customers with special needs

·	Perform E-ticket functions

·	Manage automated check-in device(s)

·	Perform administrative functions supporting customer service

·	Collect fees, service charges, surcharges, and taxes

·	Follow prescribed lobby wait service standards

·	GS/United First International – [***] serviced within [***] min. [***] serviced within [***] min

·	1K /United Business/United First Domestic – [***] serviced within [***] min., [***] serviced  within [***] min

·	1P/ 2P / 3P /Star Gold/Silver – [***] serviced within [***] min., [***] serviced within [***] min

·	United Economy – [***] serviced within [***] min., [***] serviced within [***] min

·	Provide assistance and services for persons with special needs

·

Fully comply with all government regulations including the US Department of Transportation’s Air Carrier Access Act (14CFR Part 382) – Nondiscrimination on the Basis of Disability in Air  Travel.  Recognize, acknowledge, and provide appropriate services to United’s Global Services and high-profile customers.  Provide differentiated services to United’s premium customers.

Contractor is responsible for ensuring all flights are closed out in Apollo/ACI immediately after

departure (completed within [***] minutes of flight departure). This includes making the appropriate PB, PFS and PD entries. All customer counts, including revenue and non-revenue customers, denied, as well as an accounting of any bags held off due to weight/space restrictions, should be noted in the open comments field of the flight close out.

 

These Service Standards are meant to provide an overview for Contractor as well as establishing service expectations for the day-to-day delivery of the United Express product. This document is not intended to be an all-inclusive manual. Please reference United Series 55 and the RGOM for procedures and regulations. The Service Standards outlined herein may change periodically, subject to the needs of the operation and our product delivery.  Any changes to these standards are at the sole discretion of United Airlines and are not subject to contractual negotiations.

In all facets of Carriers operations, SAFETY is our #1 priority. It is expected that Contractor ensure all personnel maintain this same standard during the course of performing their duties.

Contractor will maintain custody and responsibility for all cabin amenity and provisioning supplies. Local Station management is responsible for the ordering, stocking, storing and auditing of all provisioning supplies and materials. Contractor will issue all provisioning supplies, including cabin amenity products in order to meet flight schedule requirements and service level expectations.

Those items include but are not limited to:

Garbage Bags for the Flight Deck, Galley and Lavatory Paper Towels, Cleaning Chemicals, Soap and Disinfectants, Customer Lavatory Supplies, All Customer Amenities identified in Series 55-4, Extended Delay Kits.

In accordance with regulations mandated by the Transportation Security Administration, (TSA), all passenger aircraft designated as “Remain Overnight”, (RON), “Red Eye”, and “International” (either inbound or outbound) are to be completely searched.

Carriers aircraft are to be searched in accordance with the procedures identified in Series 55-2-10. Requirements as contained in the AOSSP or other published TSA Security Directives shall supercede Series 55 Regulations.

United will provide Contractor with a list of all approved chemicals required to perform the contracted services, and shall make available all applicable Material Safety Data Sheets (MSDS).  Handling Company is responsible for providing all daily disposable and/or reusable supplies used in the actual cleaning of the aircraft.

Those items, which Contractor is expected to provide at their expense include, but are not limited to, the following:

Mop heads, Rags, Cleaning Towels, Scrapers, Gloves, Sponges, Scrub Pads, Vacuum cleaners with attachments, Buckets, Window Squeegees, Brushes, Sprayer and Bottles, Bags, Paper Towels, and Safety Equipment (Face shields and gloves for lavatory servicing) or other type of carrier supplies identified on the current supply sheet.

Effective with each flight schedule revision, United will identify by flight segment and station those planes that require lavatory service. The frequency of this type of service is determined by United in order to meet customer expectations and aircraft maintenance requirements including adhoc requests.  Lavatory service is to be performed in accordance with the procedures identified in Series 55-052-02, 55-05-03, and 55-05-04.  Should lavatory service failures occur; in addition to any recovery costs see Exhibit C, “Aircraft/GSE/Facilities Damage” for details.

At the end of each calendar month, aircraft cleaning vendor will remove old literature (Weekly and Monthly) off of assigned aircraft and dispose of accordingly.  Handling Company will insure every F and Y class seat is provisioned with Safety Cards and new literature in each seat pocket.  Handling Company will ensure all assigned aircraft are completed within the layover period of aircraft at their respective location and prior to departure. United will be responsible for ordering the necessary amount of literature required for mission compliance.  If insufficient inventory prevents the vendor from completing the literature change, United must be notified and the required inventory amounts for mission completion by the vendor will be provided as soon as possible.

A mission failure is hereby defined as any aircraft assigned for literature change that is completely missed, partially completed (i.e., 1 or more rows not complete), or provisioned incorrectly (i.e., incorrect order placement, resulting in wrong display of literature in 1 or more rows).

Overnight aircraft are defined as those with a layover of five (5) hours or greater.  Overnight aircraft are to be cleaned and secured in accordance with the procedures identified in Series 55-2-02.

See attached cleaning matrix below:

 

 

 

Headquarters must have a management level contact designated as primary liaison for Customer Relations contact in addressing problem resolution and potential investigations.   Additional staff to be provided as necessary to ensure effective response to customer complaints.

Carrier shall participate in monthly review of customer complaints sent to the US Department of Transportation.   Such review will likely include shifting of responsibility for such complaints from United to the carrier for DOT accounting and enforcement purposes.

Based on DOT regulations, carriers will be responsible for directly preparing dispositive replies to disability and discrimination claims by customers, as well as any related investigatory work, record-keeping or reporting required by the DOT.  UA will be available for guidance.

Airports will be equipped with and agents trained for use of Customer Problem Resolution (CPR) tools to assist with front-line problem resolution.  Guidelines on the program and monthly reporting on utilization will be provided to the carrier by United.

Carrier will ensure that Skykits are available for use onboard by flight attendants onboard  for shortfalls in product or service.   Flight attendants will be trained in Skykit use.   Guidelines and quarterly activity reporting will be provided by United.  The carrier will take action on any  trends identified in the reports.

Carrier communication with customers will be completed within United Airlines customer relations service standards.

All communication with customers which includes compensation will be  copied to United for inclusion in the customer relations’ tracking system.

Customer Comment Cards will be provided at stations.   Where allowed by airports, such cards will be displayed at counters and gates.  Otherwise, they will be available upon customer request.  Carriers will use feedback from such cards for action or communication in stations.

 

Carriers will be responsive to trends reported by station or issues that are brought to UA attention by customers.

Carrier will be provided a monthly report detailing customer complaints, compliments and comments.  Carrier will receive complaints of an egregious nature on an immediate basis for investigation and remedial action.

United Express (UAX) carrier flights are listed in the Official Airlines Guide (OAG) publications as United (UA) flights and the destinations served are extensions of the United Airlines network. Due to current aircraft capacity, mail and small package service are the only cargo services currently provided by UAX carriers. United Express carriers will participate in and adhere to United Airlines’ standards for mail and SPD (Small Package Dispatch). Mail and SPD shipments tendered to and originating on UAX flights, and those shipments transferred to and delivered on UAX flights, are subject to the rules and regulations published in UA Cargo Regulations 45-12 (Mail), 50-6 (SPD), 50-14 (UAX), and 50-16 (Station Service Standards), and Ramp Service Regulations 45-2 & 8.

·	UAX personnel will adhere to UA published procedures and provide for the safe and expeditious transportation of U.S. Mail as agreed to in the contract(s) between the United States Postal Service (U.S.P.S.) and United Airlines.

·	UAX personnel will provide acceptance, processing and handling of all Small Package Dispatch (SPD) products in accordance with UA published procedures.

·	Each United Express carrier/ handler is responsible to train all employees who perform mail and SPD service activities using the curriculum provided by United Airlines.

·	United Airlines will provide the necessary materials and will provide “Train the Trainer” support when notified and coordinated with sufficient lead-time.

·	It is the responsibility of each United Express carrier/handler to maintain employee proficiency, knowledge and skill level with a system for training new employees and providing recurrent training for existing employees.

·	Each UAX carrier/handler will be required to keep updated training records.

·	Each UAX carrier/handler will ensure its employees remain in compliance with United Airlines’ Dangerous Goods, and all FAA or TSA mandated Security policies and procedures.

Each UAX carrier/handler will achieve all UA mail and SPD service goals:

·	All Mail must be scanned with the applicable and appropriate scans as required by the U.S.P.S. using the scanners provided by UA.

·	All originating mail must receive a tender scan and a load scan to the specific planned flight.

·	Mail transferring from one flight to another flight will receive a transfer load scan.

·	All mail terminating will receive a delivery scan within the required delivery times set forth by the U.S.P.S. and United contract.

·	By contract, the U.S.P.S. does not pay for mail moved if the required scans are not performed. UAX carrier/handler will perform 100% of all required scans.

·	UAX carriers/handlers will accept SPD shipments at the ticket counter or designated area up to [***] prior to the departure of each flight.

·	UAX carriers/handlers will properly complete and distribute copies of an Air Way bill (AWB) for each SPD shipment.

·	UAX carriers/handlers will correctly input all AWB information into United Airlines’ Unimatic AFIS display. BSPD/BCOR to be completed prior to the departure of the selected flight.

·	UAX carriers/handlers will deliver all received SPD shipments to the designated delivery point within [***] of the arrival of each flight.

·	UAX carriers/handlers will enter on-hand info (BSOH) into AFIS within [***] after flight arrival.

·	UAX carriers/handlers will ensure date; time, customer’s name and signature are entered on the Delivery Receipt of the AWB when customer picks SPD up.

·	UAX carriers/handlers will complete the AWB at destination and input into AFIS using the TERM format in Unimatic within [***] after customer sign-off.

·	United Airlines requires the UAX carriers/handler to correctly input all data into AFIS with [***] accuracy. All fields must be input correctly for an AWB to be considered accurate.

·	United Airlines will apply a chargeback of [***] for each AWB that is not input or is input incorrectly into the AFIS display in Unimatic and that causes a customer claim.

·	The UAX carrier/handler will be held responsible and charged back for all Lost and Damaged claims arising from mis-handling of shipments in their control.

·	United Airlines will apply a chargeback against the UAX carrier/handler for the total value of any shipment that fails to meet the time standards for acceptance or delivery that causes a customer claim.

·	United Airlines will apply a chargeback against the UAX carrier/handler for the total value of all mail payments withheld by the U.S.P.S. due to missed or improper scans.

·	United Airlines will apply a chargeback against the UAX carrier/handler for the total value of all mine fines issued by the U.S.P.S. due to loss, depredation, or damage while in the UAX carrier/handler’s custody or control.

 

·	United Airlines ramp service regulations (Series 45)

o	Chapter 45-2:    Ramp

o	Chapter 45-12:  Mail Handling

·	United Airlines cargo service regulations (Series 50)

o	Chapter 50-06:  Small Package Dispatch (SPD)

o	Chapter 50-14:  United Express

o	Chapter 50-16:  Station Service Standards

·	United Airlines Small Package Dispatch Quick Reference Guide

·	Unitedcargo.com

·	United Express Customer Service Standards Manual

 

 

 

 

Colgan Air may operate in a hardstand operation during the 17:00 bank at IAD.

United is not responsible for any costs associated with the hard stand operation, including but not limited to costs associated with the movement of aircraft, the movement of crews.

 

 

 

Phil Trenary and spouse

Peter Hunt and spouse

Doug Shockey and spouse

George Casey and spouse