Flight Training Services Agreement between
Pan Am International Flight Academy and Baltia Airlines
April 19, 2011
This Flight Training Services Agreement (this "Agreement") is made
as this 19th day of April, 2011 between PAN AM INTERNATIONAL FLIGHT
ACADEMY, INC., with offices located at 0000 XX 00xx Xxxxxx, Xxxxx,
Xxxxxxx ("PanAm") and Baltia Airlines ("Customer") with offices
located at Xxxx X. Xxxxxxx International Airport --Terminal 4, Room
262.089 Xxxxxxx, XX 00000 hereinafter "Customer".
WITNESSETH:
WHEREAS, Customer is a commercial air carrier and in connection
there with desires to lease simulator(s) and instructor services for
the training of its flight crews; and
WHEREAS, PANAM operates FAA certified flight simulators in
facilities and desires to lease simulator(s) and instructor services
to Customer.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. TYPE OF SERVICES:
PANAM shall lease to Customer certain flight simulator(s) (the
"Simulators") and Baltia Airlines- approved instructor services for
Customer's use as such Simulators and instructor services are
further described in Exhibit(s) hereto. Baltia Airlines, Inc agrees
to purchase its training requirements for such Simulators from PANAM
subject to the terms and conditions in this Agreement.
2. TERM:
This Agreement shall become effective on 19th day of April, 2011 and
shall continue in full force and effect until 19th day of April,
2012 and shall not be extended unless extended upon mutual written
agreement of the parties.
3. SCHEDULING
3.1 Customer shall advise PANAM, in writing of is requested Training
Services dates and time as far in advance as possible. Training
Services will be honored on an "as available" basis. Upon receipt of
Customer's requested training dates and times, PANAM shall either
confirm availability of training or propose alternative dates and/or
times to Customer.
3.2 Once PANAM has confirmed the training dates and times and
Customer has accepted same in writing, such dates and times shall be
reserved for Customer ("Reserved Training") and Customer shall be
obligated for such dates and times. All changes in Reserved Training
must be requested in writing either by telefax or by mail. No
changes will be considered confirmed unless so stated in writing by
PANAM.
3.3 It is understood that the scheduling of simulator time and other
training services is subject to various factors, such as scheduled
and unscheduled maintenance, FAA and/or other regulatory agency
intervention, operational requirements of PANAM, and other such
factors. It is understood that PANAM shall use reasonable efforts to
provide training services as originally scheduled, but that
cancellations and/or postponements may occur. In that event, PANAM
shall use reasonable efforts to re-schedule B~747-200 Miami Memphis
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Customer and PANAM shall not be in default of this agreement for
failing to meet schedules for any of the above reasons.
4. CANCELLATION AND TERMINATION
4.1 Customer may cancel scheduled time up to 30 days prior to the
scheduled date without penalty. A documented move as a result of
cause outside of customers control within 30 days prior to scheduled
date can be made without penalty. Any time cancelled 30 days or less
prior to the Reserved Training date shall be deemed payable by
PANAM.
5. PAYMENT, RATES AND TAXES
5.1 All payments for training of personnel shall be in advance of
the actual training date.
5.2 Taxes:
5.3 The rate for each Simulator shall be as set forth in the
Exhibits.
5.4 All invoices shall be sent to Customer at the following address:
BALTIA AIRLINES
c/o: Igor Dmitrowsky Xxxx.Xxxxxxxxxx@Xxxxxx.xxx
President
Room 262.089, Terminal 0 000.000.0000 ofc Xxxx X. Xxxxxxx Int'l
Airport
Jamaica, New York 11430
6. CUSTOMER SUPERVISION
It is the responsibility of Customer's Supervisor/representative to
complete and date the Simulator Log Sheet and leave it in the
Simulator(s). In case of maintenance problems, it is the
responsibility of Customer's instructor to have the simulator
technician sign the log sheet indicating "off-line" time and
"on-line" time if such off-line time occurs during a period which
Customer is scheduled to use the Simulator. In the event no log
sheet has been filled out/ signed, the schedule time will be charged
to Customer.
7. INDEMNITY AND INSURANCE
7.1 Customer hereby agrees to release PANAM, its officers,
employees, instructors, and agents, from all claims by Customer and
agrees to indemnify and hold harmless PANAM, its officers,
employees, instructors, and agents, from and against all other
claims, suits, judgments, damage, liabilities, and losses, including
reasonable attorneys fees and court costs and expenses incidental
thereto, of any nature whatsoever, arising out of injury to or death
of persons or damage to or destruction of any property in connection
with the furnishing of any services provided under this Agreement.
The above
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notwithstanding, this indemnification provision shall not be
construed as an indemnity by Customer for any claims arising out of
the gross negligence or misconduct of PANAM.
7.2 Customer agrees to maintain in full force and affect the
following insurance coverage in amounts satisfactory to PANAM (as
hereinafter defined), with PANAM's approval being expressly
required:
a) Commercial General Liability Insurance: Such insurance shall
include personal injury and contractual liability.
b) Comprehensive Airline Liability Insurance: Such insurance
includes, but is not limited to, aircraft liability, passenger legal
liability and premises liability. Liability minimum is two hundred
and fifty million.
c) The Comprehensive Airline Liability Insurance shall provide that:
i) Underwriters acknowledge that the indemnification and hold
harmless provisions of the Agreement are insured under Customer's
blanket contractual liability coverage.
ii) Said insurance is primary with respect to the matter within such
coverage, irrespective of any insurance carried by PANAM.
iii) Provide that, as respects the interests of PANAM, this
insurance shall not be invalidated by any breach of warranty by
Customer.
iv) Provide a severability of interest/cross liability endorsement.
PANAM shall be named as an Additional Insured to the extent of the
contractual liability assumed by Customer and as their respective
interests may appear.
7.3 Each party shall maintain at their own expense worker's
compensation and employer's liability insurance at levels of
insurance not less than those required by applicable law covering
their respective employees. PANAM insurance policy may be revised
from time to time.
7.4 Limitation of Liability: PANAM will not be responsible for the
competency of any of customer's or employees who may receive
training, advice or assistance pursuant to this agreement, or for
the operation, servicing, repair or maintenance of any aircraft by
such customers or employees after completion of such training,
advice or assistance. PANAM does not guarantee that any person
utilizing its services pursuant to this agreement will achieve the
necessary proficiency to qualify for any license, certificates, or
rating issued by any regulatory agency or government authority. To
the fullest extent permitted by law, customer hereby waives any and
all warranties or guarantees in connection with the services and
facilities provided hereunder, express or implied warranty arising
from course or performance, course of dealing or usage of trade, any
implied warranty of fitness for any intended purpose, any implied
warranty of merchantability and any obligations or liability of
PANAM arising from tort, loss of use, revenue or profit, except to
the extent caused by the gross negligence or willful misconduct of
PANAM, its officers, directors, agents, employees and servant and
further waives any claims for or rights to any incidental, special,
consequential or punitive damages.
8 CUSTOMER INSTRUCTORS:
Any instructors Customer utilizes in connection with simulator
training shall be competent in the use and operation of the
applicable simulator type. Customer shall be responsible for the
conduct of its instructors and trainees and shall be responsible to
PANAM for any damage which its instructors or trainees may
negligently cause.
9 AVIATION AND TRANSPORTATION SECURITY ACT:
Customer acknowledges and agrees that PANAM's obligation and ability
to provide the services described in this Agreement to Customer
shall at all times be subject to PANAM's ability to comply with the
provisions of the Aviation and Transportation Security Act, Public
Law 107-71, together with any amendments or supplements thereto, or
any other laws, ordinances, rules, regulations or guidelines which
may be promulgated with respect thereto at any time during the term
of this Agreement (collectively the "ATSA"), as the ATSA relates to
Customer or to any of Customer's employees or other individuals for
which Customer will purchase flight training services from PANAM
under this Agreement. Customer further agrees that, to facilitate
such compliance, Customer shall provide PANAM with any information
that PANAM may request under the ATSA in a timely manner, and
Customer hereby provides its written consent to PANAM's submission
of such information to such Governmental Authorities as may be
required in connection with PANAM's provision of the services
described herein. For the purposes of this agreement, "Governmental
Authorities" means, without limitation, any federal, state, county,
municipal or other governmental or regulatory authority, agency,
board, body, commission, instrumentality, court or
quasi-Governmental Authorities.
10 FORCE MAJEURE:
Neither Customer nor PANAM shall be liable for its failure to
perform hereunder due to contingencies beyond its reasonable
control, and not associated with its negligence, including acts of
God, fires, floods, electrical blackouts, wars, sabotage, accidents,
governmental laws, ordinances, rules and regulations.
11. GENERAL PROVISIONS
11.1 Applicable Law: This Agreement is to be governed by, construed
and enforced in accordance with the laws of the State of Florida.
11.2 Non-Waiver: No waiver of any of the provisions of this
Agreement shall be effective unless it is in writing and signed by
the party against whom it is asserted, and any such written waiver
shall only be applicable to the specific instance to which it
relates and shall not be deemed to be a continuing or future waiver.
11.3 Entire Agreement: This Agreement contains the entire agreement
between the parties and there are no oral agreements with respect to
the subject matter of this Agreement which are not fully expressed
herein. No provision of this Agreement is to be interpreted for or
against any party because that party or that party's legal
representative drafted such provision. This Agreement can only be
modified by writing signed by the duly authorized representatives of
each party.
11.4 Notice: Any notice given pursuant to the provisions of this
Agreement shall be in writing and shall be sent to the address shown
on the first page of this Agreement. Notice shall be (a) delivered
by hand, or (b) mailed by certified mail or registered mail, return
receipt requested, postage prepaid, (c) delivered by a Baltialy
recognized overnight courier, U.S. Post Office Express Mail, or
similar overnight courier which delivers only upon signed receipt of
the addressee, or (d) via facsimile provided a confirmation sheet of
transmission is retained by sender. Any party hereto may, by giving
five (5) days written notice to the other party hereto, designate
any other address in substitution of the foregoing address to which
notice shall be given. B~747-200 Miami Memphis Minneapolis
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11.5 Attorneys' Fees and Costs of Litigation: In the event of any
litigation between the parties to this Agreement relating to or
arising out of this Agreement, the prevailing party shall be
entitled to an award of reasonable attorneys' fees and costs,
including such fees and costs at trial and all appellate levels.
11.6 This Agreement shall not be assignable by either party without
the express prior written consent of the other party.
11.7 This Agreement shall be binding upon and inure to the benefit
of the successors and permitted assigns of the respective parties.
11.8 If any term or provision of this Agreement shall be deemed
invalid or unenforceable, the remainder of this Agreement shall be
valid and enforced to the fullest extent permitted by law.
11.9 The captions in this Agreement are solely for convenience of
reference and shall be given no effect in the construction or
interpretation of this Agreement.
11.10 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same Agreement.
In Witness Whereof, the parties hereto have caused this Agreement to
be executed by their duly authorized representative as of the date
first written above.
Pan Am International Flight Academy, Inc. Baltia Air Lines, Inc.
_______________________________ ______________________________
By: Xxxxxxx Xxxxxx
Its: Senior Director of Sales
By: Igor Dmitrowsky
Its: President
Pan Am International Flight Academy
0000 Xxxxxxx Xxxx Xx.
Xxxxxxxxx, XX 00000
Phone: 702/ 990-4090 ext. 2
email: xxxxx@XxxXxXxxxxxx.xxx
Baltia Air Lines
Room 262.089, Terminal 0
Xxxx X. Xxxxxxx Xxx'x Xxxxxxx
Xxxxxxx, Xxx Xxxx 00000
Phone: 718/244.8880 Cell: 702/ 000-0000
email: Xxxx.Xxxxxxxxxx@Xxxxxx.xxx
EXHIBIT "A"
Flight Training Services Agreement between PAN AM and BALTIA AIR
LINES
Xxxxx 00, 0000
X. Type of Training: Air crew training
II. Term: This Exhibit A shall become effective on the date written
above and shall remain in full force and effect until April 19,
2012.
III. Location: The Simulator and training equipment shall be located
at a PanAm
operated facility (the "Facility"). Customer is responsible for the
round-trip transportation, meals, lodging and miscellaneous expenses
for its employees attending any training at the Facility.
IV. Simulator Schedules: Sim schedules are set up in 4 hours blocks.
Customer will be charged
for the 4-hr block unless downtime is associated with maintenance.
V. Rates: Baltia Air Lines B- 747-200 Training Rates: B 747-200 Full
Flight Simulator
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO OUR REQUEST FOR CONFIDENTIAL TREAMENT]
