CPA Infrastructure Reconstruction doc 27

• • !- . ; 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<IIATA.ORG Pegs 89 .I . ANNEX l RATE OP ADMINJSTRATIVE FEES Dwins the first year of this Contract. the administrative fee to be charged by lATA to lhe CAA shall be at the rate or lhree pen:c.nt (31Jf1) or the gross amount rcc:eived from Operators as route facility charges for flying on tho air routes prescribed in the Iraqi AlP. During the second year of Ibis Contract. the administrative fcc to be charged by lATA to the CAA shall be at the rate of two pcR:ent (2CJb) of the gross amount received from Operators as route facility charges for flyins on tbe air routes prescribed in the lruqi AlP; Followins the second year of this Conuact, the administrative fee to bo chafscd by lATA to the CAA shall be at the rate of one and sixty-five one-hundredths percent ( 1.65%) or lhc gross DI,OOUnl received . ~· from Operators as roui.C facility charges for Oying un the air routes prescribed In the lroqi AlP. ., • 0 · . ... ·.· 0 ... / 1·.· . . · .. Page SO ANNEX 3 MODALITIES OF PERFORMANCE 1.1 Bases ollDtonuatJoa Tbe information to be provided to lATA by the CAA with respect to Operators to be charged for operating in the Baghdad FIR ( Are'as of responsibilities of Kirkuk ACC, Tallil ACC and Bashdad ACC), (hereinafter the "flight information'') shall be based upon the flight plans tiled by Opetaton; with the CAA and/or flight information records (e.g. flight strips) maintained by air traffic conttolJcrs of the CAA. 1.2 Meaus ofT.raasmiUfq latormatlon The CAA shall transmit the flisht information to IATA by electronic mail in a machine- readable form. or by suc:b other means or fonns agreed by both Parties • 1.3 DeadUne for Supplylag Wormatiou The CAA shall provide to IA TA lhc flighl information by no later chan ten ( 10) days after the end of each calendar month. 1.4 Form ollutormalioD from the CAA A. The flight iDformation provided to lATA shall be clear and legible and in the English lanpage. B. The flighl information shull be sc~gatcd according to each individual Operator for each calendar month. Furthermore, tbc monthly infonnadon for each Operator shall identify each night thereof scpanUcly. • C. The form by which the CAA shall provide flight information ~o lATA shall be similar to the fonn allachcd 1111 zm Aunc:hmcnt tu &his Annex 3 and shall pruvidc &he rullowing information: l.S '· Paga91 I. The calendar month for whidl it is reponing; 2. Name of the ~r for which it applies; 3. 4. The date (day • month • year) of the overflight of c:adl flight to be charged; . . ldcntific:adon (IDENT) of each night to be dlarged according to &be JCAO Cocle for ~iJmlltom for Airc~R Opcratj~ns ARmci~ alld flillflt Nufl'~rs. D\'C 8'~S: 5. Aila"8fl type of ench flight to be charged according to the ICAO Code r~r AifCran Two DesiJmators, Poe: 8643: 6. The previous location from where each night to be ciulll:cd came and the next loc:alion to where said flight is soing (i.e. from • to) according to the ICAO Cod£ for LocatiQfl Jndicat~. Doc 7910~ 1. The route identified by a 4-leuer code accordins to tbe ~CAO Code for J...ocation Iq~itraf~"• ~ 19 I 0, data constructed on the basis of the routes shown on acroaautic:al chan$ or distance and route data from flight plans provided by Operators. or a distance catalogue published by lhe CAA: 8. Distance in kilometres (km) (under the currently applicable flat rate charging structure established by \he CAA for overflights as or 22 August 2003, data need not be entered in this field at present]; 9. Maximum Take Off Weight (MTOW) according to airline fleet information (under the currently applicable flat rate dlatging structure established by the CAA for overflishts as of 22 August 2003. data need not be entered in Ibis field at present]; I 0. Amount to be charged for each flight in United StateS Dollars (USD); · J J. The unit rate in United States Dollars (USO) which is to be imposed on each flight to be charscd or rate formula for cadi night {under the cumnrly applicable flat rale charging struceute established by the CAA for overflights as of 22 August 2003. data need not be entered in this field at present]. TamillgofBWiDg, Collection aad Payment Procedures The CM and lATA shall usc their best efforts to execute the tctms and provisions of this Contruct within the following number of days from the last day or eac:h previous calendar month: • D ,. I I ;· I I Page92 -3- • Number of days ·following last day of previous month: 5 to IOdays: 0 6 to 12 days: l4l0 25 days: lS to 30 days: IS to 45 days: 30 to 60 days: 45 to 1S days: 45 to 75 days: The CAA to provide night information to lATA concerning Opcrato11 to be charsed for operations during the previous month. Preparation of Right information from lhc CAA by JATA and ·the preparation and mailing of individual invoices by lATA to OperatorS. Said invoices wiJI indicate that payment is due to lATA witbin 30 days. Receipt by Opcnllors of invoices from IATA. Vcrifi<:Dlion of ffigbt information of the CAA by Operators. Operators send notices to lATA to debit their respective accounts or sen~ cheqUes to IA TA. lATA receives debit notices or cheques from Operators. lATA debits the accounts of the Operators or deposits cheques received from Operators. OpcruiUr funds urc ll".utsfcm:d Ill the ac.:CtlURt or lATA. Pursuant co instructions received from the CAA, lATA transfers route facility charges collected from Operators, less administrative fees, to the CAA. 1.6 Categories of Aircraft Subject to and &emp& from Route FacDity Charges A All aircraft flyina wholly or partly under Instrument Flisflt Rules (IFR) will normally be subject to route faality charges. B. The CAA may, in respect of the flight Information Region(s) falling within its compecenc:c. exempt ftom payment of route facility charges on the international air routes prescribed in the AlP published by the CAA at its sole discretion government Oights of any State. ! . . · ·.· Page 93 ANNf.X3 ATrACHMENT ·SAMPLE· (AcrtJAL FORM TO DEPBND UPON CHARGING FORMULA) ROUTE AIR NAVIGAnONFACILITY CHARGES Document No.: CAA (Address) (City) Stare of Iruq Tel: fu: Telex: srrA: Monlhof: Airline: Page_of_ DATB IDENT AIRCRAFT PROM· ROUTING DISTANCE MTOW AMO\JNT TYPE TO (USD) • TOTAL RATB: uso_ MINIMUM RATB: USD _ OATS: SIGNATURE: General M~gcr I : J •• . : .. · .. : ... Page 94 ANNEX 4 LJS1' OF OPERATORS FLYING ON THE INTERNATIONAL AIR ROUTES IN CONFORMITY WITH THE AlP PUBLISHED BY THECAA AJRATLANTA ANTONOV AIRLlNES AVIOSTART KLM KUWAn' AJRWAYS LUFTHANSA LUXOR AIR POLET CARGO AlRUNES ROMANIAN AIR FORCE • . . ROMAVIA . UNHAS VOLGA DNEPR AIRLINES Any other Operator ~hic:h subsequently operates on the international air routes prescribed in the AlP published by tbc CAA shall be deemed to be added to the forcsoing list • • 0 Poge 95 .. SJDE lEITER AGREEMENT This side letter agreement ("Side Letter") is mad~~ _day of , 2004 By and between (J) ·. The Inteman'onal Air Transport Association, with·an office at 33 Route de L'Aeroport, CH·l215 Oeneva IS Airport. Switzerland ( .. lATA"} and :<2) Tho Civil Aviation Authority of lhc State of Iraq witb an office m Baghdad lntemntional Airpon. Baghdad. Iraq r'CAA ") . . . ~lATA and the CAA bave entered inio an agreement of even date for the establishment .. route facility charges billing and coJiection system on behalf of the State of Iraq. represented by the :-Coalition Provisional Authority, Civil Aviation ('"the Agreement"); and fa WHEREAS the CAA wishes to further delegate to lATA the task of collecting and invoicing route f~ility charges accruing prior to the Agreement; . N . ~w THEREFORE, the Parties hereby agree as follows: 2 . . . . 3 . . 4 •. In connection with the terms of the Agreement, the CAA further delegates to lATA the collecting and invoicina BDy and all route facility charges, as that tenn is used in the Agree k of ent, which may be accruing and owing to the CAA as of the 22nd day of August 2003 and notifi d by the CAA to IA TA ( .. Accrued Charges"). Except with re.spect to Anicle 4 of the Agreement. the perfonnance of the obligations unde this Side Letter shall be in accordance with all the terms of the Agreement as if the terms thereof hall have been incorporated into this Side Letter. This Side Letter shall automatically tenninate upon the confumation by lATA that the Ac rued Charges have been invoiced, collected and ltanSmitted to the CAA. This Side Letter supersedes any previous underst&Ddings, commitments, or representa · ons whatsoever, whether oral or written, !dated to the specific subject matter of ~is Side Letter. . ~gi'eed aud Accepted, Agreed and Accepted, THE INTERNATIONAL AIR TRANSPORT ASSOCIATION CIVIL AVIATION AUTHORITY -~j)~ ~...., "'·~ ~~ ... ~ It~:~~~-"~ Mr.R.Hutt aatarFJnanclal OIIJoer lATA 'Its: • • :r • 0 ~ • ...