This Agreement for hiring of __________________ Aircraft Registration No. ________ for Charter Operations (hereinafter referred to as the "Agreement" is made and entered into this _____ June, 2020 by and between
FIRST-PARTY with address and AS and BR (hereinafter referred to as "FP", which expression shall include unless otherwise provided its successors and permitted assigns on the First Part.
SECOND PARTY, a Company incorporated under Companies Act. 1956, having its office with address and AS and BR (hereinafter referred to as "SP", which expression shall include unless otherwise provided its successors and assigns on the Other Part.
(Whereas, FP is a holder of a Non Scheduled Operators Permit (NSOP) issued by the Director General of Civil Aviation (DGCA) bearing Permit No. ___________,which has validity till ______________________.
Whereas SP, holder of a Non Scheduled Operators Permit (NSOP) bearing Permit No. 04/2014, with validity till 10th March, 2023 is desirous of availing the services of One Super King Air B200 GT Aircraft (hereinafter referred to as the "Aircraft") of FP based at New Delhi along with experienced and qualified pilots and engineering staff.
NOW THEREFORE IN CONSIDERATION OF THE PREMISES AND MUTUAL PROMISES COVENANT SET FORTH HEREINAFTER THE PARTIES HERETO AGREE AS FOLLOWS:-
a. "AOG" shall mean Aircraft on Ground
b. "ATC" shall mean Air Traffic Control at any designated airfield
c. "AAI" shall mean Airport Authority of India
d. "AIRCRAFT" shall mean King Air B200 GT Registration No. VT-JPV Aircraft belonging to FP duly registered in India and operating under the Non-Scheduled Permit of FP
e. "BCAS" shall mean Bureau of Civil Aviation Security, Government of India
f. "BASE" shall mean the place in New Delhi or any other place as specified where the aircraft, pilot, maintenance and administrative staff shall normally be stationed.
g. "DGCA" shall mean the Director General of Civil Aviation, Government of India
h. "FIXED HOURLY CHARGES" shall mean amount to be paid for per hour of flying.
i. "FORCE MAJEURE" shall mean an act of God, War, Riot, Fire, Flood, Sabotage etc. and Regulation of the Government of India, or any other local state Government,
j. "IFR" shall mean Instrument Flying Rules
k. "OPERATING STAFF" shall mean the pilot and engineering staff provided by FP.
l. "REGULATORY AUTHORITY" shall mean any government body or bodies having responsibility for aviation matters in area of operations in India
m. "SOP" shall mean the Standard Operating Procedures under which the Operations will take place
n. "TERM" shall mean the period set out in Clause 3 and includes any extensions as may be agreed to by the Parties from time to time in accordance with the provisions of this Agreement.
o. "VFR" shall mean Visual Flying Rules
p. Words imparting one gender include all other genders.
q. Words imparting singular include plural and vice versa.
r. Headings used in this agreement are of convenience of reference only and shall not affect the meaning and interpretation of the text of this Agreement.
s. Any reference to particular statute or convention includes all orders, rules, regulations and subordinate legislation made from time to time there under or with respect thereto and to the same as from time to time modified or re-enacted (whether before or after the date of this Agreement and any reference to a particular section of a statute or convention includes any section of a later statute or convention which modifies, replaces or re-enacts that provision.
t. Any reference to any document (including this Agreement) or any provision thereof includes any document or provision as from time to time varied or supplemented in accordance with its terms or by written Agreement between the Parties.
u. Except for the terms and abbreviations listed herein which, where used shall have the meaning set against them, any other term and abbreviation used shall have the meaning as defined in the relevant rules and regulations by but not limited to the Ministry of Civil Aviation or Directorate General of Civil Aviation (DGCA) as published and amended.
3. TERM OF AGREEMENT:
The term of this agreement shall be from the effective date, till 5 years from the commissioning date.
4. SERVICE FEES AND SECURITY DEPOSIT:
a. Minimum guarantee per year _____ hrs
b. That the SP shall pay the sum of Rs_________________ to the HAPL for providing its service of aircraft.
c. That SP will deposit Rs _________________as the Initial security amount with FP.
d. That the FP will deduct Rs._________________ from the security deposit in monthly bill payments till the time this security deposit comes down to Rs ________________only for the first year of the agreement.
e. SP shall replenish the security deposit in the second year to Rs_____________ which shall be maintained with FP from 2nd Year of this Agreement till its refund on termination of the contract.
f. That there shall be an account of actual flown hours, which shall be reconciled and adjusted quarterly. For the financial purpose, monthly payment for minimum 58.33 hours per month or actual flying whichever is more will be paid as per billing cycle.
g. The payments due from ____________ to ___________ shall be done within ____ days after the submission of the monthly invoice to the _____________ government.
5. RESPONSIBILITY OF FP:
FP shall ensure that they will always keep ________________ Aircraft Registration No. _________in working order / airworthiness condition, which shall include (but not be restricted to ) the following:-
a. FP shall carry out all maintenance of the Aircraft and all records and manuals as per applicable directions laid down by DGCA / Regulatory Authorities including Flight Duty Time Limitation (FDTL) for the crew members.
b. Provide experienced two pilots (1 VVIP qualified captain and experienced Co-pilot) and engineering staff to be stationed at the Base along with the Aircraft.
c. FP shall take insurance cover for the Aircraft, its pilots and the crew. FP shall also take insurance for on board passengers and third party liability as per applicable DGCA regulations.
d. Parties agree that FP shall not be responsible for any flight delay / cancellation due to weather or non-clearance from ATC, Defence or other governing authorities, which are beyond its own control or listed as force majeure as per Para 9.
e. FP shall ensure that the crew and the engineer are always available for flight operations and shall ensure no delays due to any technical or service issues.
f. That in case the aircraft is ferried to any other location for any major maintenance then the FP will charge only the operating cost for the hours flown for positioning and repositioning of the aircraft for maintenance purpose.
g. FP shall look after the rotation of two pilots (2) and 1 engineer (one) which is to be done fortnightly.
h. In the event that SP has to arrange an aircraft from a 3rd party due to non availability of the aircraft from FP , the minimum commitment period shall be reduced by the number of hours spent for positioning and repositioning of the arranged aircraft. Also, In any circumstance when the aircraft is grounded by FP the deduction of the hours will be done on prodata basis for the number of days the aircraft is grounded.
6. RESPONSIBILITIES OF AACPL:
a. SP shall also be responsible for procuring necessary permissions from the State Govt and other governing authorities for operating FP’s aircraft.
b. Provide for proper parking of the Aircraft at all Airports.
c. SP shall be responsible for providing Passenger / Baggage Handling Services at all the Operational Airports. The Handling personnel of SP shall be trained and briefed as per the DGCA regulations.
d. SP shall provide boarding, lodging and vehicle for transportation facilities for FP’s Operating Staff (03 persons) for the entire duration of the contract at places where the aircraft is required to operate. The boarding & lodging facilities etc. should be feasible standards.
e. SP is responsible for complete security and safety of the Aircraft at Base and at any other place where the Aircraft is parked and indemnifies FP in case of any damage caused to the Aircraft.
f. All local permissions, permit and clearances required under the applicable law for the parking of the Aircraft, operation and maintenance etc. of the Aircraft other than normal airfields ("Approvals") shall be the responsibility of SP and such permissions, permits and clearances shall be provided by SP in advance and before the commencement of the flying. All such Approvals shall be kept valid at all times during the term of this Agreement. FP shall ensure all permissions are valid and in place, and SP shall bear the cost or reimburse to FP for availing such Approvals.
g. SP will ensure that all flying carried but is strictly within the rules stipulated by the DGCA and Air Traffic Control and any other regulatory body of the Govt. Of India.
h. In the interest of flight safety, SP agrees that during the entire flying period the decision of the pilots of the Aircraft will be final and undisputed in terms of suitability of weather, fitness of take-off and landing airfields and carriage of passengers / including load to be carried on the Aircraft and its distribution.
i. ASSCPL shall bear the cost of maximum three return tickets in a month for the 2 pilots and 1 engineer. ASSCPL will provide Boarding, Lodging, transportation charges for 2 pilots and 1 engineer.
j. SP shall be responsible for transferring aircraft from ______________Aviation to _____________and back to the base.
k. SP shall be responsible to take care of the catering services.
a. That the SP shall bear the landing charges only in Delhi, Mumbai and Chennai Airport.
b. That the ASSCPL shall bear all the landing charges at private airfields and state government airstrips.
c. ASSCPL shall pay all the other charges as agreed between the parties as decided in the annexures of the agreement.
d. FP shall refund any excess payments received from ASSCPL immediately back to ASSCPL
8. REVENUE SHARING:
a. In consideration of mutual promises contained in this Agreement, _________ hereby agrees to the Revenue Sharing Arrangement with _________ in accordance with the terms and conditions set out hereinafter.
b. ______ has agreed to share the Operating Revenues with _________, during the Revenue Sharing Period____________ in equal ratios i.e. 50% basis.
c. The terms of Revenue Sharing commencing from Year ___, shall be subject to the timely disbursement, reimbursements and intangible support, as laid out in this Agreement. Further, the amount shall be accordingly revised, in case of any change in the terms herein.
9. Scope of Contract:
a. That it is agreed between the parties that ______________ party shall solely be responsible to provide for the billing invoices of the hiring proceeds of the aircraft which are being hired from ___________ Ltd.
b. It is further agreed that the ____________ party shall in no case be asked to provide for the billing invoices for the hire-purchase.
10. TAXES AND DUTIES:
a. Tax assessed on the income of FP shall be the responsibility of FP. SP may deduct tax at source in accordance with the provision of the Income-Tax Act prior to release of payment unless FP has submitted a certificate from the Income Tax Authority exempting deduction of tax at source. (Applicable TDS will be deducted from the payment). SP shall provide FP with the TDS Certificate of the tax deducted.
b. SP shall in no way be responsible for any tax liability of FP’s employees irrespective of the fact that their income earned was in the performance of work under this agreement.
a. FP will make all efforts to ensure that aircraft is airworthy and is fit to fly at all times. FP will carry out routine and preventive maintenance of aircraft as per applicable schedule.
b. FP shall be responsible to bear all the maintenance and other cost associated towards the maintenance.
c. FP is allotted only two (2) days per month for the maintenance of the aircraft.
d. That in the case where the aircraft is grounded for more than 72 hours the cost to be decided by the both the parties mutually once the tender is awarded to SP.
e. For scheduled maintenance activity, FP will be allocated a maximum 6 days cumulatively in a quarter.
12. FORCE MAJEURE:
__________________ Aviation Ltd shall be exempt from its responsibilities and flying if there is a Force Majeure. Force Majeure is includes the following events and circumstances.
a. Lightning, earthquake, tempest, cyclone, hurricane, whirlwind, storm, flood, washout, landslide, soil erosion, subsidence, drought or lack of water and other unusual or extreme weather or environmental condition or actions of the elements meteorites or objects falling from aircraft or other aerial devices, the occurrence of pressure waves caused by aircraft or other aerial devices travelling at supersonic speeds, fire or explosion, chemical or radioactive contamination or ionising radiation.
b. The occurrence of a crash, explosion fire or other disaster involving an aircraft during landing, parking servicing or taking-off; epidemic; act of war (weather declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade, embargo, revolution, riot bombs or civil commotion; sabotage terrorism or the imminent threat of such acts; Act of God; any change in Government rules; or any act, event or circumstance of a nature analogous to the foregoing.
c. In the event of Parties being rendered unable by force majeure to perform any obligations required to be performed under the Agreement, the relative obligation of the Party affected such force majeure shall upon notice to the other Party be suspended for the period during which such cause lasts.
d. Upon the occurrence of such cause and up to its termination the Party alleging that it has been rendered unable shall notify the other party in writing within 72 hours of the alleged beginning and ending thereof giving full particulars and satisfactory evidence in support of its claim.
e. Time for performance of the relative obligations suspended by the force majeure shall then stand extended by the period for which such cause lasts. During the period, the obligation of the Parties shall remain suspended and the FP shall not be entitled to payment for that period.
f. If the force majeure situation continues for more than 30 days, any of the Parties may, after informing the other Party in writing of its intention to terminate the Agreement may terminate the Agreement may terminate the Agreement by giving at least seven (7) days prior notice.
a. Either party may terminate this Agreement upon a written notice of ninety (90) working days.
b. That if for any reason the aircraft is not available for flying for a continuous period of 15 days or more, SP may terminate the contract without giving any further notice and the SP shall be only liable to pay the dues to the operator for the actual hours flown within the specified period of the agreement.
c. Either party fails to, without acceptable cause, comply with the terms and conditions herein stated.
d. There is escalation in hostilities resulting in notable increase in risk which were not evident when the Agreement was entered into.
e. In the event of breach of any terms and condition mentioned herein, the aggrieved party shall issue notice to the defaulting party asking it to remedy within 7(Seven) working days of the receipt of the notice, failing which the agreement can be terminated by the aggrieved party after the expiry of the 7(seven) working days of the issuance of the notice.
f. In case of termination by the operator, the actual flying hours flown shall be charged to charterer. And in case of termination by the charterer, shall be liable to pay minimum guaranteed hours or the actual hours whichever is higher only for the period that shall be included before termination. In Case of any breach by operator, the charterer shall terminate the agreement immediately and shall only be liable for actual hours flown.
g. Notwithstanding anything above, FP shall not terminate the contract for the period of 2 years.
14. APPLICABLE LAW AND ARBITRATION:
a. This Agreement and the performance of all obligations hereunder shall in every respect, by governed by and subject to Indian Law.
b. It is agreed between the Parties that all disputes or differences whatsoever arising out of or relating to the construction, meaning and operation or effect of this Agreement or the breach thereof shall be at first instance be mutually settled between the Parties.
c. In case the Parties are not able to settle the dispute amicably within thirty (30) days of raising the same then it shall be referred to arbitration. The arbitration shall be conducted by a sole arbitrator to be mutually decided by the Parties, who shall decide all disputes in accordance with the Arbitration and Cancellation Act, 1996 ("the Act"). In case the Parties are unable to appoint an arbitrator within forty five (45) days of rising of the dispute, then the same shall be appointed in accordance with the Act. The award of this sole arbitrator shall be binding upon both Parties to the dispute on all matters referred for arbitration. The venue of the arbitration shall be Delhi and the arbitration shall be conducted in English.
d. The Parties shall subject themselves to the exclusive jurisdiction of the courts in New Delhi. However, nothing in this Clause shall prohibit the FP from seeking any interim relief from the courts pending arbitration proceedings.
a. Both Parties shall indemnify and hold the other party harmless, for its employees, directors, agents and representatives from and against all claims and costs, demands, actions including legal fees and costs whatsoever arising out of the operation and use of the Aircraft under this Agreement and against any litigations due to any task / operations assigned by FP to such person.
b. The Aircraft will be used for legal activities and should not violate any rules / regulations of government regulations. SP, indemnifies FP against any illegal use of the same.
It is specifically agreed between the Parties that the terms and provisions of this Agreement will be treated as strictly confidential and neither Party shall divulge or leak out the same to any third party without first obtaining a written consent of the other party to this Agreement. This will apply equally to information on or about Aircraft operations and other related details.
Any notice required to be given under the provision of this agreement shall be in writing and shall be deemed to be properly given if sent by hand, registered mail. Address as stated hereunder or any other address as may be notified by the Party.
18. MODIFICATION OF TERMS:
The terms of the Agreement shall remain in full force and effect unless waived in writing by the Parties. No Servant, Agent, Or Representative of SP shall have the authority to modify or waive any provision of this Agreement, unless mutually written and accepted by both the parties.
That the FP shall not give or attempt to give on hire or otherwise, any of its fixed wing aircraft, directly or indirectly to the West Bengal Government or agents working with West Bengal Government for the period of twelve(12) months from the date of termination of the agreement.
The invalidity of any portion of the Agreement shall not affect the validity of the remaining portion thereof.
21. WAIVERS :
The failure of either Party to insist in any one or more instances upon the performance of any term or condition of this agreement, or to exercise any right afforded to such Party herein, shall not be construed as a waiver or relinquishment of the future performance of such term or conditions by the other Party or the future exercise of such rights, and the respective obligations of the parties as to their future performances shall continue in full force.
22. ASSIGNMENT :
This Agreement may not be transferred or assigned by either party without prior written approval signed by the other party.
23. GOVERNING LAWS :
Both the parties agree to comply with the Local Laws of New Delhi, concerning the purposes and activities under this agreement.
24. LIMITATION OF LIABILITY:
Notwithstanding any other provision of this agreement, in no event shall SP be liable for incidental, consequential, special, and punitive or exemplary damages in connection with and service provided hereunder, even if notice was given of possibility of such damages and even if such damages were reasonably foreseeable. The provision of this section shall survive termination or expiration of this agreement.
In the spirit of the mutual trust and understanding both the parties shall endeavour to complete the charter period with mutual discussion and shall only use the termination clause as their last and final resort.
27. ENTIRE AGREEMENT:
This Agreement constitute the entire Agreement between the parties with respect to the subject matter contained herein, superseding all previous Agreement pertaining to King Air B200GT, and may be modified only by an amendments executed in writing by the authorized officers of both parties hereto. All prior undertakings are superseded hereby. Both parties hereto represent that they have read this Agreement, understand it, agree to be bound by all terms and conditions stated herein, and acknowledge receipt of a signed, true and exact copy of this agreement.
IN WITNESS WHEREOF the authorized representative of the parties hereto has signed the Agreement on the day, month and year first above written
Date / Place: ____________/ New Delhi
For and on behalf of For and on behalf of
Director & CEO
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