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Subcontract Agreement

Category: Outsource

3. COMMENCEMENT OF PERFORMANCE

The period of performance set forth in Part 1 Article 1 is contingent upon the Seller receiving a certificate from the AMC Commercial Air Review Board (CARB). Failure to receive this certification shall not constitute a default under the default provision set forth herein. The Buyer and Seller shall jointly determine the time for commencement of services under this contract subsequent to the Seller receiving the required certification.

4. PURCHASE LEASE OF BEACHCRAFT 1900D

Seller shall in good faith negotiate with CSC the PURCHASE or Lease of One or both Beechcraft 1900Ds for a period of one or more years, at a cost not to exceed the Depreciation & Insurance cost.

5. DESIGNATION OF REPRESENTATIVES

(a) Seller hereby designates Thomas P. Cooper as its contractual representative to receive and give all contractual directives from Buyer concerning work to be performed. Substitution of the contractual representatives is subject to the approval of the Buyer. Seller shall notify Buyer in writing in advance of any substitution. Notices required to be given by Seller under this Subcontract shall be effective only if given to Buyer by Seller’s representatives designated in this paragraph, or their approved successors.

(b) Buyer hereby designates CSC-AUTEC Contracts Manager as its contractual representative to receive and give all contractual notices required under this Subcontract and to transmit contractual directives to Seller concerning work to be performed. Buyer may change its representative on written notice to Seller, and Buyer’s representative may delegate his or her authority in writing to officers and employees of Buyer. Seller shall take no direction hereunder from anyone other than the designated representative(s) of Buyer, pursuant to this paragraph.

(c) Buyer hereby designates the CSC Air Operations Manager as the Technical Representative for issues associated with the daily operations. The name of the Technical representative will be provided under written correspondence. Buyer may change its representative on written notice to Seller. The Technical Representative does not have authority to direct, change the scope, schedule, or cost of performance of this subcontract.

6. TECHNICAL SURVEILLANCE

The CSC Technical Monitor is designated on the Signature Page of this Agreement. The performance of the work required under this Agreement shall be subject to the technical surveillance of CSC’s Technical Monitor or such other person(s) (e.g., the Associate Technical Monitor for a specific delivery order) as may be designated in writing by the Contracts Manager

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