AIRCRAFT LEASE AGREEMENT
(Aircraft Only – No Crew)
This Aircraft Lease Agreement (“Agreement”) is made and entered between the user (“Lessee”) and their chosen aircraft rental company (“Lessor”) (collectively the “Parties”). Unless the Lessee is also the pilot of the Aircraft (as defined below), Lessee will be both a passenger when onboard the Aircraft and in operational control of the Aircraft in accordance with Article 3 below.
W I T N E S S E T H:
WHEREAS, Lessor owns or leases one or more aircraft, which, when applicable are identified in the attached Schedule of Aircraft (“Aircraft”).
WHEREAS, Lessor desires to lease, on a non-exclusive basis, the Aircraft to Lessee, and Lessee from time to time desires to use and have operational control of one of the Aircraft, at a time, for Lessee’s personal or business use. This non-exclusive lease is for the Aircraft only and does not include any flight or support crew, flight planning or management, or fuel, and is a “dry lease” as defined or referred to in the industry and by the FAA. This lease is not an exclusive lease, and Lessor may also lease the Aircraft to other users from time to time. Lessee must schedule the Aircraft in advance through the Blackbird Platform (as defined in the Blackbird Terms of Service), and the Aircraft may not be available at all times Lessee desires to use the Aircraft.
NOW, THEREFORE, in consideration of the promises and the mutual covenants and undertakings herein contained, the Parties agree as follows:
ARTICLE 1: LEASE AND TERM
1.1. Lease. Lessor hereby agrees to dry lease to Lessee, and Lessee hereby has the right from time to time to lease from Lessor, the Aircraft listed on Schedule A attached hereto, together with all components, systems, appliances, parts, instruments, accessories and other equipment associated with that specific Aircraft, and the right to use the subscription services associated with the Aircraft and equipment installed or kept in the Aircraft.
1.2. Term and Rental Periods. The Term of this Agreement (“Term”) shall commence immediately, and either Party may terminate this Agreement at any time upon thirty (30) days written notice to the other Party. Lessor has an established scheduling system to be used for the scheduling of the Aircraft. “Rental Periods” shall generally be at an hourly rate.
ARTICLE 2: RENTAL AND EXPENSES
2.1. Rental Payment. Lessee agrees to pay to Lessor an hourly rental fee, or portion thereof, as recorded by the Aircrafts Hobbs meter, at the rate set forth in Schedule A, for the operation of the Aircraft(s) by Lessee. The Hourly Rental Fee does not include the crew, flight planning, fuel or oil used during the flight which shall be Lessee’s sole responsibility. Such Hourly Rental Fees include delays, detours, cancellations caused by weather, routing, maintenance or other similar occurrences during each Rental Period. The Hourly Rental Fee rate may be changed by Lessor, which new rates shall take effect 30 days after the new rate is established.
2.2. Positioning, Repositioning Charges. The Home Base for the Aircraft can be set and changed by the Lessor. Lessee shall be responsible for returning the Aircraft to the Home Base at the end of the Rental Period at Lessee’s own expense, or positioning the Aircraft if that is needed for Lessee’s intended use.
2.3. Lessee Reimbursement for Charges. Lessee shall be responsible for all charges incurred during any flight during it’s Rental Period, including but not limited to fees and cost for the Lessee-provided flight crew, fuel, oil, ramp fees or tie down charges away from the Aircraft’s Home Base, landing fees, federal excise taxes, airport taxes or similar charges, customs, immigration or similar charges related to any flight; and any additional insurance premiums required for specific flights during the Rental Period. In the event any such charges are made to Lessor by service providers, Lessee shall promptly reimburse Lessor for such costs.
2.4. Lessee Reimbursement for Certain Charges. If it is determined that maintenance or repairs of the Aircraft are required because of the misuse or negligence of the Lessee or Lessee’s flight crew during a Rental Period, then Lessee shall be responsible for those charges or cost.
2.5. Invoicing and Payment. Prior to each Rental Period, Lessee will pay Lessor, via the Blackbird Platform, the anticipated Hourly Rental Fees based on Lessee’s proposed itinerary during each Rental Period. Lessor will send Lessee invoices, via the Blackbird Platform, for any additional charges as are due under this Article for each Rental Period. Lessee shall make payment by credit card for such additional charges via the Blackbird Platform.
2.6. Calculation of Hours of Operation. For purposes of rental payments, hours of operation for each Rental Period shall be determined by the Aircraft’s Hobbs Meter, and hours of operation shall include flights to return the Aircraft to Lessor’s Home Base at the end of the Rental Period.
2.7. Taxes. All payments, including specifically Rental Payments made by Lessee hereunder, shall be made free and clear of, and without deduction for, any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions now or hereafter imposed by any governmental or taxing authority. Taxes which the Lessee may incur while operating the Aircraft include, but are not limited to: fuel excise taxes, airport taxes, sales and use taxes, over flight fees or taxes, and customs duties, or other foreign taxes relating to international travel.
ARTICLE 3: OPERATION OF AIRCRAFT BY LESSEE
3.1. Operational Control. During each individual Rental Period, Lessee is and shall be the sole operator of the Aircraft and has operational control of the Aircraft in conjunction with Lessee’s pilots. During each Rental Period, Lessee is responsible for operating the Aircraft in accordance and compliance with all laws, ordinances and regulations relating to the possession, use, operation, or maintenance of the Aircraft, including, but not limited to, the current Federal Aviation Regulations (FAR’s) Operational Control shall be as defined in 14 C.F.R. § 1.1, and for purpose of this Agreement and with respect to all flights conducted, means the exercise of authority over initiating, conducting or terminating a flight. Lessee shall (i) at its sole expense, locate and retain, through direct employment or independent contract for flight services, a duly qualified flight crew and select the pilot in command and (ii) be responsible for all physical and technical aspects of operating the Aircraft on the flight, including but not limited to review of all documentation to confirm all required maintenance has been performed, flight planning, fueling, weight and balance calculations, handling, communications and all other operations, such as to oversee the Pilot in Command.
3.2. Selection of Flight Crew. Lessee shall select and hire its own flight crew; provided that the pilots shall hold at minimum a commercial license or ATP certificate and meet Lessor’s qualifications, shall be familiar with and licensed to operate the Aircraft, and shall have current medical certificates, and recurrent training including their Biannual Flight Review. All flight crew members must be named pilots on the Aircraft’s insurance policy, or meet the open pilot warranty on the policy, or Lessee shall provide its own insurance covering the Aircraft’s hull value. All flight crew and pilots, who are not listed on the Blackbird Platform as meeting Lessor’s qualifications to act as Pilot in Command of the Aircraft, must be checked out and approved by Lessor prior to their first flight using the Aircraft. All expenses incurred for such check out process, including the Aircraft Hourly Rental Fees, shall be Lessee’s responsibility.
3.3. Care and Use. Lessee shall use and operate the Aircraft in a careful and proper manner. Lessee shall operate the Aircraft in accordance with the flight manual and all manufacturers’ suggested operating procedures. Lessee shall not operate, use, or maintain the Aircraft in violation of any airworthiness certificate, license, or registration relating to the Aircraft, or contrary to any law or regulation, or in a manner that would cancel the insurance policy.
3.4. Limits of Operations. Lessee expressly warrants and agrees that it shall not operate the Aircraft outside the geographic limits set forth in the Insurance Policies, or otherwise operate the Aircraft in a way that would violate or compromise the Insurance Policies. Lessee shall use the Aircraft only for personal use or for and on account of its business, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo in air commerce for compensation or hire (except in accordance with the provisions of FAR Part 91), or for any illegal purpose.
3.5. Documentation. Lessee shall complete required flight logs, maintenance logs, or other recording entries required by the FARs during any Rental Period.
3.6. Maintenance. Lessor shall perform, or cause to be performed, all scheduled and unscheduled maintenance on the Aircraft at Lessor’s expense, except as provided in Section 2.4.
ARTICLE 4: INSURANCE AND LIABILITY
4.1. Primary Liability and Property Damage Insurance. Lessor will maintain in effect an aircraft liability insurance policy that includes passenger liability insurance and property damage in such amounts as determined by Lessor. Lessor’s policy is available upon request, and Lessee should review Lessor’s policy, especially any per seat limit or passenger limit that might apply to the policy.
4.2. Insurance Against Physical Damage. Lessor will maintain in effect, an all-risk ground and in-flight aircraft hull insurance covering the Aircraft. Any such insurance shall be for an amount customary for a similar aircraft.
4.3. Lessee’s Coverage. Lessee may request that Lessee’s operation and flight crew are included as an additional insured on Lessor’s insurance policy that is in place.
4.4. Additional Insurance for Lessee. Lessee may, at its discretion, obtain additional insurance covering its operation of the Aircraft, including coverage that might not be covered by Lessor’s policy, such as deductibles, as all uncovered losses occurring during Lessee’s Rental Period shall be Lessee’s responsibility, or other damages not covered in Lessor’s policy. If Lessee obtains additional or different coverage, such policies shall have Lessor named as an additional insured.
ARTICLE 5: WARRANTIES AND DISCLAIMERS
5.1. Lessor’s Warranty. Lessor warrants that (1) to the best of its knowledge, the Aircraft is currently in an airworthy condition; (2) the Aircraft has been maintained in an airworthy condition, (3) the Aircraft is properly registered in accordance with U.S. law; and (4) Lessor is a citizen of the United States of America as set forth in Section 40102(a)(15) of Title 49, United States Code and such regulations promulgated thereunder. Lessee shall be responsible to determine the airworthiness of the Aircraft before each flight, including confirmation that the appropriate documents are onboard the Aircraft, that the required maintenance has been performed, and that required entries have been made in the Aircraft’s log book.
5.2. Lessee’s Representation Regarding Selection. Lessee represents and warrants that: (1) it has selected the Aircraft based on its judgment and disclaims any reliance upon statements or representations not part of this Agreement; and (2) that the Aircraft is of a size, design and capacity selected by Lessee and is suitable for Lessee’s intended use.
5.3. Lessee Warranty Regarding Operation. Lessee represents and warrants that it shall only operate the Aircraft under the terms, conditions, and restrictions set forth in this Agreement.
5.4 Lessee Obligation to Confirm Airworthiness. It is Lessee’s, or its selected flight crew’s, ultimate responsibility to review the Aircraft’s log books, maintenance records and physically inspect the Aircraft to determine that the Aircraft is ultimately airworthy for each and every flight operated by Lessee.
5.5 No Consequential Damages. Lessor shall not be responsible to Lessee for any consequential, incidental, special, or similar damages that might be incurred by Lessee under this Agreement, or a breach therein, or during any Rental Period, including but not limited to claims for damages that Lessee’s trip is cancelled, delayed, or interrupted because the Aircraft is or becomes unavailable. Lessor shall only be responsible for damages directly resulting from the Lessor’s intentional conduct or gross negligence.
ARTICLE 6: MISCELLANEOUS
6.1. Liens. Except as provided herein, Lessee will not directly or indirectly create, incur, assume or suffer to exist any liens on or with respect to (1) the Aircraft or any part thereof; (2) Lessor’s title thereto; or (3) any interest of Lessor therein. Lessee will promptly, at its own expense, take such action as may be necessary to discharge any such lien. Lessee may incur the following liens: (i) the respective rights of Lessor and Lessee as herein provided; (ii) liens created by Lessor; (iii) liens for taxes either not yet due or being contested by Lessee in good faith; and (iv) inchoate materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like liens arising in the ordinary course of business of Lessee, or Parties acting on behalf of Lessee insofar as such actions relate to the Aircraft and are not inconsistent with this Agreement, not delinquent, and for the payment of which adequate reserves have been provided.
6.2. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the Agreement between the Parties pertaining to the subject matter of this Agreement and supersede all prior and contemporaneous understandings of the Parties.
6.3. Severability. If any provision of this Agreement is found to be prohibited or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each Party hereto hereby waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect.
6.4. Amendments and Modifications. The terms of this Agreement shall not be waived, varied, contradicted, explained, amended or changed in any other manner except by an instrument in writing, executed by both Parties.
6.5. Choice of Law. This Agreement shall in all respects be considered to have been entered into in California which is where Lessor has signed the Agreement, the last act to make this Agreement enforceable; the Agreement shall be governed by, and construed in accordance with, the laws of California, and any action related to this Agreement shall be brought in California.
6.6. Representation Regarding Operational Control. Lessor advises Lessee that it is not a charter operator and does not have an FAA-issued Air Carrier Certificate or part 121, 125 or 135 operations specifications. LESSEE, WHOSE NAME APPEAR HEREIN, IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS AGREEMENT. LESSEE HEREBY CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH THE FEDERAL AVIATION REGULATIONS APPLICABLE TO THE AIRCRAFT. LESSEE UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONS CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE.
6.7. FAA Notification. The Parties agree that all aircraft currently listed on Schedule A of this Agreement will have a gross weight of less than 12,500 pounds, and they have been advised that this Agreement does not need to be provided to the FAA, or that they must notify the FAA before the first operational flight. The Parties will complete such notification if they include aircraft on Schedule A that exceed a gross weight of 12,500 lbs.
6.8. Truth in Leasing. THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT. THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT. DURING THE DURATION OF THIS AGREEMENT, THE LESSEE WHOSE SIGNATURE APPEARS DIRECTLY BELOW AT THEIR NAME LISTED THERE, AGREES, CERTIFIES AND ACKNOWLEDGES, AS EVIDENCED BY HIS SIGNATURE ON THIS AGREEMENT, THAT WHENEVER THE AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, THE LESSEE’S SHALL BE KNOWN, CONSIDERED AND SHALL IN FACT BE THE OPERATOR OF THE AIRCRAFT, AND THAT AS OPERATOR, THE LESSEE UNDERSTANDS ITS RESPONSIBILITY FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, INCLUDING BUT NOT LIMITED TO Advisory Circular 91-37B.
IN WITNESS WHEREOF, the Parties enter this Agreement to be, effective as of the date first written above.
[USER (FLIGHT CREATOR) FULL NAME]
[DATE STAMP WHEN BOOKED]
[TIME STAMP WHEN BOOKED]
[SCHEDULE ITEM ID]
Digital signature tracking audit logs, detailing the actions taken by the lessee, will be stored for a minimum period of 10 years and are available upon written request by either party.
INSTRUCTIONS TO COMPLY WITH TRUTH-IN-LEASING REQUIREMENTS
If the maximum certificated take-off gross weight of the aircraft is greater than 12,500 lbs.:
1. Mail a copy of the agreement to the following address via certified mail, return receipt requested, immediately upon execution of this agreement (14 C.F.R. 91.23 requires the copy be sent within twenty four hours after it is signed):
Federal Aviation Administration
Aircraft Registration Branch
ATTN: Technical Section
P.O. Box 25724
Oklahoma City Oklahoma 73125
2. At least forty-eight hours prior to the first flight pursuant to the Agreement, telephone the nearest Flight Standards District Office and give them verbal notice.
SCHEDULE A – SCHEDULE OF LEASABLE AIRCRAFT (as applicable)