• • !- . ; Page 82 SUBJECT: ESTABUSHMENT OF A ROUTE FACILITY. CHARGES BD..LING AND COUECTION SYSTEM ON BEHALF OF 11m STATB OF IRAQ AS REPRESENTED BY THE COALITION PROVISIONAL AUTHORITY, CIVIL AVIATION CONTRACT BBTWBEN 'mE IN'I'.ERNATIONAL AIR TRANSPORT ASSOCIATION. ·HAVlNG AN OFFICE AT 33 ROUT.E DB L'AEROPORT, CH-1215 GBNEVA J5 AJRPORT, SW11"ZERi.ANo, AND DESIGNATED HEREAfTER AS lATA on the one hand THB CIVIL AVIATION AtmiORlTY OF THE· STATE OF IRAQ HAVING AN OFFICE AT BAGHDAD INT'ERNATIONAL AIRPORT. BAGHDAD, IRAQ AND DESIGNATED HER.EAFI'ER AS CAA. on the other hand. • • rr HAS BEEN AGREED AS FOLLOWS ( f' Page 83 PREAMBLE .. . BA VJNG regard to Che objectives of lATA to promote safe, regular and economical air transport for the benefit of the peoples of the world, and to provide meAnS for c:ollaboralion among air transpor:t enterprises engaged directly or lndircclly in intcmation~l ll.ir tmnsport services and to c:oopenitc with the International Civil Aviation Orpnization (ICAO) and other lntemationnl aild national organisalions; BA VING regard to the desire of the CAA to assist in improving the distribution of air traffic over the Air Traffic Services (ATS) system by enhancing the A TS in the Slate of Iraq: WHEREAS the Wk of providing the route facilities and services on the routes in the Baghdad Flight Information Resion (FIR), (Areas of responsibility of Kirkuk ACC, Tnllil ACC & Baghdad ACC) is the respons~'bility of the CAA and currently orchestrated by the Coalition Forces, Air Component Command (CPACC); WHEREAS the the Coalition Provlsionnl Authority of Jr.ak has delegated the cuthority to execute this Contncl to the CAA in accordallce with the terms of the letter set out in Annex. S to this Contract; . WHEREAS the CAA wishes to delegate the task of the operation of a Route Facility Charges Billing and Collection System to lATA for the services provided by CFACC In the Baghdad FIR,(Tallil ACC, Kirkuk ACC & Baghdad ACC) WHEREAS cenain international commercial airlines and other operators (collectively "the Operators") bave been granted the right to fly in the Iraqi airspace, subject to compliance with the requin:d Air Traflic Services Procedures; and. WHEREAS tbe CAA has lnstniCted the Operators concerned to pay the route facility charges for the services provided on tbc routes prescribed in the Iraqi Aeronautical lllformarion Public:!ltion (AlP to lATA acting as its Agent; THE PARTIES HAVE AGREED AS FOLLOWS: ARTICLE 1 ·OBJECTIVE OF THE CONTRACT The objective of this Contract is the establishment and operation of a Route Facility Charges Billing and Collcc:lion System by lATA for the services provided by the CAA on the intcmatinnal cir routes prescribed in the Iraqi AlP. The route facility charge less the adminisll'lltivc fcc·providcd hereunder collected by lATA on bchnlf of &he CAA shall be UICd for Air Traff'ac Control (ATC) scn·k"-'S and cquipmcnl in lhc Stutc oJ'Intq. ARTICLE 2-CONTRACI'UAL DOCUMENTS The following documents arc attadted to and IIIC . an integral part of this Con~t: -.Jd ~~· :· • .. · ·. 0 • ; :· ... Pege84 ·3- Annex 1: Nodc:e to Airmen (NOTAM) by which Operators are i~tructed lo pay overflight chargestolATA; • Annex2: Rate of Administrative Fees; D AnncJL 3: Modalilics of Pcrfonnancc; and Anncx4: List of Opemtors Flying on the International Air Routes iu Confonnity with the AlP Published by the CAA. • AlmCLE 3 ·MODALITIES OF PDFORMANCE Tho IIIOdalities or perfcnmanc:e are as detailed in Annex 3 to this ContraCt. The route f~lity c:harJes due from Operators to the CAA may be paid to lATA through the lATA Clearing House under the lATA Clearing House Rules lad Regulations or may be paid to lATA directly by cheque or bank 1t8DSfer at the discrcUon of the i:oncemed Operator. lATA has the exclusive right to establish and operate the Route Facility Charges Billing and Collection System until this Contract is tenninaccd by either party pursuant to Article 4 of this Contract. The costs of the operalion of the Route Facility Charges Billing and Collection System. including the remuneration of all personnel of lATA concerned wiih the performance of lhis Contract, are the responsibility of lATA. ARTICLE 4 ·TERM Performance of all terms and conditions of this Cont.ract will commence from the date on which this Conlnld comos into effect, as defined under Atdcle 14 below. and wiJJ continue in force for a period of one year and will continue then:after for consec:utive terms of one year unless and untiltermin:1ted in writing by ci&hcr party giving six calendar months advoncc notice. effective from the first of lhe month following the dDle of notice. ARTICLE 5 ·OBLIGATION OF CONFIDENTIALI'n' Both parties undertake to keep confidential all infonnation, communications and documents of whatever natwe concerning the performance of ~is Contract. The obUgation under this Article 5 shall survive the termination of the Contract. irrespective of lhc reasons for lhe termination. ARTICLE 6 ·OBLIGATIONS OF the CAA The CAA will take all necessary mea&ute$ to facilitate the satisfactory pctfonnance of services co be provided by lATA and specifically agrees. at its own expense. to pcrfonn lhe following: A. Provide the route facilities and services on the routes prescribed in the Iraqi AlP to lhe n:quired International Ovil Aviation Organization stnndards: B. Provide lATA with th1: information and documentation as set fonh in Annex 3 to this Concra&:t; . :-4- I I ! I I I I I I I ! I I I · . ., t I I I I i : · . C. Instruct the Operators as liSied in Annex 4 and operating on the inwnational air roules prescribed in the AlP published by the CAA that the task of operating a Route Facility Charps BillinJand CoUection System bas been delegated to lATA to whom they are to pay their route facility c:harJes according to the provisions communieated by IA TA; D. Bosute duit any increase of the route facility charge level agaill$1 lhc existing one at the effective date of this Contract. as defined. under Article 14, is to be established pursuant to resolutions and recommendations of ICAO; and. E. Assist the personnel of lATA charged with the operation of lhe Route Facility Charges BHJing IU1d Collection System in obtaining all authorisations, permits and visas required by die appropriate authorities of tho State of Iraq. ~TICLE 7-INVOICING AND METHOD OF PAYMENT 7.llllvoicib;. • Under the rerms and c:ondillons of Annex 3. dJe CAA will provide lATA with information concerning the route facility charges of each monlh for lhe nights on lhe air routes prescribed in the AlP published by &he CAA. Based upon this inf01111lltion, lATA will invoice the Opcnuurs c:om:cmcd for lhe applicable route facility clwges. Each Operator wiiJ.bc able to ve&fy lhc invoices concerned according to its own internal proc:cdures based upon lhc data provided by lhc CAA to IA T A. lATA shall not be ruponsibJe for any omission jn the billing of the route facility charges oecasioned by the enors in the delivery or nOIHielivery or face cfelivpy of lhe required fJighc information to be provided by the CAA by the dates sdpuJated in Annex 3, for whatever reason, or for any act resulting lherefrom which may al'tect the pedomwu:e of chis Contract . If. during cbe term of lhi• Contract. an Operacor wishes to query or dispute the route facility charses invoiced to it during lhe relevant billing period, the CAA will usc its best efforts to rec:oncile any suclt differences. provided however, dlat In no case shall JA T A be held liable to the CAA for any loss of income or delay in payment whkh may res~lt from sudt c:irtumstance. In tho event thAt CAA requests lATA to pul'$~ lhc ~very of the route facility charges from the Operators that are the subject of bankruptcy proc:eedinp the CAA shaU reimburse and indemnify lATA against all costs and related expenses incurred pursuant ro such a request. The CWRlllCY of invoicing is the United States DoJJar. The relevant invoices to be provided to the concerned Operators by lATA will be raised' in one original and one copy dmwn up under tbe name of lbe Intem"'onal Air Transport Association (lATA) Geneva. 7.2ltemittance or eJaaraes to the CAA lATA will remit to tho CAA tho route facility charpa collected on the CAA's behalf, less the agreed adminfauadve fcea as dclailed In Aana 2 to this Contract. only upon and to cbc extent of lATA's n:c:cipt of payment of the c:onccmcd charges. Such rc&nitllUll."e will he cxcc:ull:d in aCCll~"C with the sdtedulc set out in Annex 3. Uoleaa otherwise inSlnlctcd by the CAA in writing. the route fncllity chuscs collected by lATA. less · the adminisb'lllivc fees as detailed in Annex 2 to Chis ContniCt. shall be tnmsrcm:d 1o the rollowing CAA bank account: ·.·. -s- ·. .· ... ... 1bc Fcdaal Ractve Bank of New York 33 Ubeny Scrcct New York. New York 10045 United Swes of America Beneficiary: Mcssaae: Aa:ount Number. b (4} Central Bank of Iraq-Development fund for llaq 1M bene of Ajr Naviptioa Services Cot the benefit of Jmq In the event t1111 the CAA instructs lATA to tranafcr funds by means of a facsimile communication (fax), &he CM accepts full liability for any errors Chat could n:sult t'tom &he n:duced control auocialed with suc:b fax commuBication and lATA shall not be liable co lhe CAA for transferring funds on the basis of unauthorised or fraudulent faxa. 7.3 Fbwldal Control or lATA performed ~tlvi~es Jn die pecfonnanc:o of thil Conlrad.lATA will esc-bUsh financial conli'Ol procedures of its ~~etivily. includiq all relevant accounling and budgeling proceduta, Jn accordance with aa:eptablc international acaJWltlnB practice and the intCmaJ resuJations of 1A T A. A copy of a ~rt for each mon1h of services ~dctcd by lATA In connection with lhis Conti'IICt shall be made available b)' lATA to the CAA by the end oflhc following month. Altna.E 8 • ADDmONAL SERVICES It, during the term of this Contract, the CAA RqUlre. from lATA and lATA desires to provide to lhc CAA services additional to those provided for hereunder ("additional servicesj, the parties will asrco upon the specific: tcnns ond QJnditJon.s lor the pmvfJion of such additional services by IDCilns of an attachment ot modifacadon to this Contract. ARTICLE 9 ·FEES, BONDING, DtrriES AND TAXES 11 Ia undcratoocl that this Contract shall not aive rise or be subject to any reJistration rees. statistical levy or any other levy, tax, impost or duty in lhc State or Iraq and tfuu IA TA shall not.bc RlQUircd co deposit ot pay any bond c:ovcri~ any personnel of lATA Ke:Undcd r,,- the f'UI'pUSCS uf lhc pcdonnance of this Contract. • . In the event that any registration fees. statistical levy, or 11ny other levy, w, impost or duty is Imposed on lATA in connection with this Contnacl. the CAA shlllf reimburse lATA for nil :unounts actualJy paid theleforc by lATA. • ARTICLE 10 ·FORCE MAJEURE It u understood that force Majeure means any event outside the conli'Ol of eilhct party which is rcasoaably unforeaccabJe or wbic:fl is foreseen as un;avoidablc and which oa:urs ancr Lhc effective dale or this Conltlet and wrucn prevents the performance lo whole or in part or the oblig:llions ariling from Lhis Contruct. · In tho event of non-perfomuuace or this Conlnlet resulting from force Majeure. lATA shall be reimbuiiCd by the CAA of lhc adminis&ralive fees accruins 11 tho date of the commencement of the non-performance. Any sudl reimbursement &hall be: made on presentation or an activity rcpon and supporting documentation. · : Pege87 -6- ARTICLE 11 ~GOVERNING LAW ANDJURISDICI'ION 'Ibo pmsent Contract shall be sovemed by and construed in accordance widl the laws of Swiuerland, excluding conflict of laws pi'OYisions and the parties agJeC to submit to the exclusive jurisdiction of the courts of Switzerland. • ARTICLE 12 ~RULING LANGUAGE 'Ibo language io which this Contract was stipulated and is to be construed is EnsJish. ARTICLE 13 • MODMCATIONS OF CONTRACI' No changes. modificalicms or amendments of Ibis Contract or of any of &he provisions hereof shall be binding upon either party hereto unless made in writing Dlld duly executed by authorised officers of both parties hemo. ARTICLE 14-EFFECTIVE DATE This Contnlet will become effective as of tbe effective dale provided for in the NOT AM referenced In Article 2 hereunder. • · \ . · ... FORCAA /" . ; . ~AJJt Tom Windmuller Senior Vic:o President Member & Government Relations F¢Faraj Mob med ~rector-General fCiviJ Aviation Da~ ~,?aJCf Date ~\~ Robert Butt Senior Vice President Financial Officer and Chief <'\\6\0~ Dare ~ ·- · ~ ~ · 0 • • • • . :· ·. :- · . · .· .. . . ·· .. . Pageaa ANNEX 1 • (Copy or NOT AM inslructing opcnUors to pay lATA for air naviplion c:harges) • ., DRAFT NOTAM • (A00?/01 NOTAM) Q) TmiQXXXXIMI I I A) 1'1?7 B)OO'm70000 C)PERM . B) UNDER. 11IE AUTHORlTY Of' mE DIRECroR GBNERAL Of' CIVIL AVIATION, .EfFECTIVE (DATE), AU. AIR NAVIGATION CHARGES OF IRAQ wn.L BE BILLED AND COLLECI'ED BY THE INTERNAnONAL AIR TRANSPORT ASSOCIATION (lATA) ON BEHALF O~THB CAA of the STATE Of' IRAQ: INTERNATIONAL AIR TRANSPORT ASSOCIATION ROUTE DEL' ABROPORT 33 P.O.BOX416 CH·121S GENEVA 15 AIRPORT Swr17BRLAND PAX:. +41 (22) 770-2654 APTN: LSGGIATA SITA: GVALDXB B-MAJL: ATCE&P