AIRCRAFT SERVICES AGREEMENT
This Aircraft Services Agreement (hereinafter “Agreement”) is made and entered into as of this 6th day of February, 2007 (the “Effective Date”) by and between Rockcreek Aviation, Inc., a Delaware corporation with its principal place of business at 2800 Rockcreek Parkway, Kansas City, Missouri 64117 (“Rockcreek Aviation”) and PANDI, INC., a Missouri corporation with its principal place of business at 11504 Pawnee Circle, Leawood, Kansas 66211 (“PANDI”).
WHEREAS, PANDI is the operator of an aircraft described as follows:
(the “Aircraft”); and
WHEREAS, Rockcreek Aviation desires to provide aviation services to PANDI pursuant to FAR Part 91;
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for good and valuable consideration, Rockcreek Aviation and PANDI agree as follows:
1.1 This Agreement shall commence on the Effective Date for a period of one (1) year, and shall automatically be renewed for additional periods of one (1) year, unless terminated by either party in accordance with Article X below (hereinafter the “Term”).
II. AVIATION SERVICES
2.1 Retention and Provision of Services . PANDI agrees to retain Rockcreek Aviation to provide the staffing, operation and maintenance of the Aircraft to support PANDI’s operation of the Aircraft pursuant to FAR Part 91.
2.2 Services . Rockcreek Aviation will provide PANDI with the following services in connection with the Aircraft during the Term of this Agreement:
The services outlined in this Section 2.2, inclusive, shall hereinafter be defined as “Services.”
2.3 Services Fees. PANDI will pay a daily pilot/crew staffing fee as set forth in Section 7.4. PANDI shall pay to Rockcreek Aviation a monthly Aviation Services Fee in accordance with Section 7.1 below representing fees for the operational support services and general administration of this Agreement. PANDI shall also pay actual labor and parts fees for the maintenance, inspections and repairs services as set forth in Section 4.2.
III. PILOT AND FLIGHT SERVICES
3.1 FAR Part 91 Crew Assignment/Qualifications . Rockcreek Aviation agrees to provide to PANDI a Chief Pilot/Flight Department Manager and one other qualified pilot. In fulfilling this obligation, Rockcreek Aviation will designate Jay New as the Chief Pilot.
3.2 Crew Duties . In accordance with the applicable FARs, the flight crew provided by Rockcreek Aviation will exercise all of its duties and responsibilities with the highest regard for the safety of each flight conducted hereunder. PANDI specifically agrees that the flight crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take any other such action, which in the considered judgment of the assigned pilot in command is necessitated by safety considerations. PANDI agrees that no such action by the pilot in command shall create or support any liability for loss, injury, damage or delay to any customer or any other person. PANDI further agrees that Rockcreek Aviation shall not be liable for delay or failure to furnish or return the Aircraft or flight crew pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, terrorism, weather conditions or acts of God.
3.3 Pilot in Command . Notwithstanding any other provision in this Agreement, the pilot in command shall have the final and complete authority to cancel any flight for any reason or condition, which in his/her judgment would compromise the safety of the flight.
IV. MAINTENANCE, INSPECTION AND REPAIR SERVICES
4.1 Scope of Maintenance, Inspection and Repair . Rockcreek Aviation shall supervise, conduct and contract for all repairs to and inspection and maintenance of the Aircraft in accordance with Rockcreek Aviation’s FAA-approved maintenance program during the term of this Agreement. Rockcreek Aviation shall maintain the Aircraft to FAR Part 91 standards. No period of maintenance, preventive maintenance, or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft unless said maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations within the sound discretion of the assigned Pilot in Command.
4.2 Maintenance, Inspection and Repair Costs . PANDI shall pay all costs and expenses incurred by Rockcreek Aviation in performing or causing to be performed all maintenance, repair, inspection and overhaul work on the Aircraft pursuant to Section 4.1 above, including but not limited to, all costs and expenses associated with new parts and accessories utilized for such work.
4.3 Records . Rockcreek Aviation will maintain reports, records, and other data to comply with the applicable FARs in connection with repair and maintenance performed by Rockcreek Aviation or its agents or designated contractors on the Aircraft.
4.4 Inspection . PANDI or its designee shall have the right, but not the duty, to inspect the Aircraft upon reasonable notice to Rockcreek Aviation, wherever the Aircraft may then be located. Upon PANDI’s notice, Rockcreek Aviation shall advise PANDI of the Aircraft’s location and, within a reasonable time, shall furnish PANDI with all information, logs, documents and Rockcreek Aviation’s records regarding or in respect to the Aircraft and its use, maintenance or condition.
The services outlined in Sections 4.1 through 4.4, inclusive, shall hereinafter be defined as “Maintenance Services.”
5.1 Training Services. Rockcreek Aviation will pay the training costs for the Chief Pilot and other qualified pilot to complete the manufacturer’s recommended or approved ground and flight training course. Such training is part of the operational services set forth in Section 2.2(b) above.
VI. PART 91 OPERATIONS
6.1 PANDI Flights . PANDI has, and shall retain, operational control and possession, command and control of the Aircraft for all PANDI flights under this Agreement. During PANDI’s operation of the Aircraft, PANDI shall have the right, subject to safety considerations, to use Rockcreek Aviation provided pilots and to direct such pilots as to when and where to fly. In exercising operational control PANDI shall comply with the FARs and any pertinent regulations of any country other than the United States where the Aircraft may be operated from time to time. PANDI shall operate the Aircraft in accordance with FAR Part 91.
6.2 Advance Notification. PANDI shall provide Rockcreek Aviation with PANDI’s proposed flight schedules as far in advance of any given flight as possible, and in any case, at least 4 hours in advance of PANDI’s planned departure.
7.1 Operational Services Fee . PANDI agrees to pay to Rockcreek Aviation and Rockcreek Aviation agrees t