ex1033-templatextimeshar






Page 1 of 8  Time Sharing Agreement  Between The PNC Financial Services Group, Inc. and  ______________  TIME SHARING AGREEMENT  This Time Sharing Agreement (the “Agreement”) is entered into as of ________________, 202_  by and between The PNC Financial Services Group, Inc., a Pennsylvania corporation, with offices at The  Tower at PNC Plaza, 300 Fifth Avenue, Pittsburgh, PA 15222-2401 (“Lessor”), and  _____________________________, with a business address of _______________________ (“Lessee”).  RECITALS  WHEREAS, Lessor is the owner (or lessee) and operator of certain aircraft, a list of which is  attached as Schedule A hereto (hereinafter referred to individually and collectively as the “PNC  Aircraft”);  WHEREAS, Lessor employs a fully qualified flight crew to operate the PNC Aircraft; and  WHEREAS, Lessor and Lessee desire to lease said PNC Aircraft with flight crew on a non-  exclusive time-sharing basis as defined in Section 91.501(c)(l) of the Federal Aviation Regulations  (“FAR”).  The parties agree as follows:  1. Lessor agrees to lease the PNC Aircraft to Lessee pursuant to the provisions of FAR 91.501(c)(1) and to provide a fully qualified flight crew for all operations. Lessor shall have the right to  add or remove aircraft from the PNC Aircraft fleet from time to time during the term of this Agreement.  Lessor shall send Lessee a revised Schedule A upon each such change in the Aircraft. This Agreement shall  commence on the date hereof (the “Effective Date”) and continue for the remaining portion of the  Calendar Year (“Calendar Year” being defined as the period beginning January 1st of each year and  ending December 31st of the same year). Thereafter, this Agreement shall automatically renew on  January 1st of each subsequent Calendar Year, unless and until terminated pursuant to the terms of this  Agreement. Except as otherwise provided in Section 9, either party may at any time terminate this  Agreement upon thirty (30) days’ written notice to the other party.  Further, this Agreement shall  automatically terminate as of the date on which Lessee’s employment with Lessor or any of Lessor’s  subsidiaries ends.  2. Lessee shall pay Lessor the incremental cost of each flight conducted under this Agreement, including the cost of any “deadhead” flights made for Lessee, calculated in accordance with  Lessor's Aviation Policy and Aviation Procedures. Such cost shall in no event exceed the sum of the  following expenses authorized by FAR Part 91.50l(d):  (a) Fuel, oil, lubricants, and other additives; (b) Travel expenses of the crew, including food, lodging and ground transportation; Exhibit 10.33 





 






Page 2 of 8  Time Sharing Agreement  Between The PNC Financial Services Group, Inc. and  ______________    (c) Hangar and tie down costs away from the PNC Aircraft's base of operation;    (d) Insurance obtained for the specific flight;    (e) Landing fees, airport taxes, and similar assessments;    (f) Customs, foreign permit, and similar fees directly related to the flight;    (g) In-flight food and beverages;    (h) Passenger ground transportation;    (i) Flight planning and weather contract services; and    (j) An additional charge equal to 100 percent of the expenses listed in Section  2(a) above.    3. Lessor will pay all expenses related to the operation of the PNC Aircraft when incurred  and will provide an invoice to Lessee for the expenses enumerated in Section 2 above within ten  business days of the last day of the month in which any flight or flights for the account of Lessee occur.  Lessee shall pay Lessor for said expenses within thirty (30) calendar days of receipt of the invoice  therefor.    Lessee shall include with each payment any federal transportation excise tax due with respect to such  payment, and Lessor shall be responsible for collecting, reporting and remitting such tax to the  U.S. Internal Revenue Service.    4. Lessee will provide Lessor with requests for flight time and proposed flight schedules as  far in advance of any given flight as possible, and in any case, at least twenty-four (24) hours in advance  of Lessee's planned departure. Requests for flight time shall be in a form, whether written or oral,  mutually convenient to, and agreed upon by the parties. In addition to the proposed schedules and flight  times, Lessee shall provide at least the following information for each proposed flight at some time prior  to scheduled departure as required by the Lessor or Lessor' s flight crew:    (a) proposed departure point;    (b) destination;    (c) date and time of flight;    (d) the number of anticipated passengers;    (e) the nature and extent of luggage and/or cargo to be carried;    (f) the date and time of return flight, if any; and    (g) any other information concerning the proposed flight that may be pertinent or  required by Lessor or Lessor's flight crew.  





 






Page 3 of 8  Time Sharing Agreement  Between The PNC Financial Services Group, Inc. and  ______________      5. Lessor shall have final authority over the scheduling of the PNC Aircraft; provided, that  Lessor will use its best efforts to accommodate Lessee's needs and to avoid conflicts in scheduling,  consistent with the Lessor's use of the PNC Aircraft in connection with its business operations. Lessor  shall have no obligation under this Agreement to arrange for or to provide air travel in the event that the  PNC Aircraft is unavailable to satisfy Lessee' s requests for flight time.    6. Lessor shall be solely responsible for securing repairs, maintenance, preventive  maintenance and required or otherwise necessary inspections of the PNC Aircraft, and shall take such  requirements into account in scheduling the PNC Aircraft. No repair, period of maintenance, preventive  maintenance, or inspection shall be delayed or postponed for the purpose of scheduling the PNC  Aircraft, unless said repair, maintenance, or inspection can be safely conducted at a later time in  compliance with all applicable laws and regulations, and within the sound discretion of the pilot in  command.    7. Lessor shall employ, pay for and provide to Lessee a qualified flight crew for each  flight undertaken under this Agreement.    8. In accordance with applicable FAR, the qualified flight crew provided by Lessor will  exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder.  Lessee specifically agrees that the flight crew, in its sole discretion, may terminate any flight, refuse to  commence any flight, or take other action which in the considered judgment of the pilot in command is  necessitated by considerations of safety. No such action of the pilot in command shall create or support  any liability for loss, injury, damage, or delay to Lessee or any other person. The parties further agree  that Lessor shall not be liable for delay or failure to furnish the PNC Aircraft and crew pursuant to this  Agreement when such failure is caused by the demands of the Lessor' s business operations requiring its  use of the PNC Aircraft, government regulation or authority, mechanical difficulty, war, civil commotion,  strikes or labor disputes, weather conditions, or acts of  God.    9. At all times during the term of this Agreement, Lessor shall maintain the following  insurance coverages from insurance carriers selected by Lessor:    (a) PNC Aircraft Physical Damage insurance in an amount at least equal to the fair  market value of the PNC Aircraft; and    (b) PNC Aircraft Liability Insurance - Combined Single Limit Bodily Injury and  Property Damage, Including Passengers, of at least $100,000,000 for each occurrence.  Such coverage shall:    i. Be primary, non-contributing with any insurance maintained by Lessee;    ii. Name Lessee and Lessee’s guests as additional insureds;    iii. Expressly waive subrogation against Lessee; and    iv. Provide at least thirty (30) days’ advance written notice to Lessee of any  material changes, cancellation, or non-renewal.    





 






Page 4 of 8  Time Sharing Agreement  Between The PNC Financial Services Group, Inc. and  ______________    Lessor shall furnish Lessee with duly executed certificates evidencing all required insurance  coverages, limits and requirements. Lessee's acceptance of such certificates is not to be construed as any  waiver of Lessee's rights to the insurance required. Further, if Lessee fails for any reason to receive  certificates or other evidence of insurance from Lessor, such failure shall not be deemed a waiver of  required coverage. Lessee retains the right to terminate this Agreement immediately if Lessor fails to  provide adequate and proper evidence of required insurance.    Lessor shall also bear the cost of paying any deductible amount on any policy of insurance in the  event of a claim or loss.    Each liability policy shall be primary without right of contribution from any other insurance which  is carried by Lessee or Lessor and shall expressly provide that all of the provisions thereof, except the  limits of liability, shall operate in the same manner as if there were a separate policy covering each  insured.    Lessor warrants that this Agreement has been reviewed by the insurance carrier for each policy of  insurance on the PNC Aircraft and that the relevant terms and conditions of this Agreement are  acceptable to each such carrier.    10. Lessee warrants that:  (a) Lessee will use the PNC Aircraft for and on account of Lessee and Lessee’s  guests' personal travel needs and will not use the PNC Aircraft for the purpose of providing  transportation of passengers or cargo in air commerce for compensation or hire; and    (b) Lessee will refrain from incurring any mechanics or other lien and shall not  attempt to convey, mortgage, assign or lease the PNC Aircraft or create any kind of lien or security  interest involving the PNC Aircraft or do anything or take any action that might mature into such a lien.    11. For purposes of this Agreement, the permanent base of operation of the PNC Aircraft shall  be 24 Allegheny County Airport, West Mifflin, PA 15122.    12. Neither this Agreement nor any party's interest herein shall be assignable. This Agreement  shall inure to the benefit of and be binding upon the parties hereto, their representatives and successors. This  Agreement constitutes the entire understanding between the parties, and any change or modification must be  in writing and signed by both parties. This Agreement may be executed by the parties by digital or electronic  transmission in counterparts, each of which, when duly executed and digitally or electronically transmitted,  shall constitute an original hereof.     13. All communications and notices provided for herein shall be in writing and shall become  effective when delivered by electronic transmission (to Lessor at ____________ or to Lessee at  __________________) or by Federal Express or other overnight courier or four (4) days following deposit in  the United States mail, with correct postage for first-class mail prepaid, addressed to Lessor or Lessee at their  respective addresses set forth above, or else as otherwise directed by the other party from time to time in  writing.    14. This Agreement is entered into under, and is to be construed in accordance with, the laws of  the Commonwealth of Pennsylvania and the applicable FAR.  





 






Page 5 of 8  Time Sharing Agreement  Between The PNC Financial Services Group, Inc. and  ______________      15. TRUTH IN LEASING STATEMENT    THE PNC AIRCRAFT HAVE BEEN MAINTAINED AND INSPECTED UNDER FAR PART  91 DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT OR, IF  THE AIRCRAFT IS LESS THAN 12 MONTHS OLD, SINCE NEW. THE PNC FINANCIAL  SERVICES GROUP, INC., THE TOWER AT PNC PLAZA, 300 FIFTH AVENUE, PITTSBURGH,  PA 15222-2401, CERTIFIES THAT THE AIRCRAFT LISTED ON EXHIBIT A ATTACHED HERETO  ARE COMPLIANT WITH APPLICABLE MAINTENANCE AND INSPECTION REQUIREMENTS OF  FAR PART 91 FOR THE OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.    THE PNC 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 PNC FINANCIAL SERVICES GROUP, INC.,  THE TOWER AT PNC PLAZA, 300 FIFTH AVENUE, PITTSBURGH, PA 15222-2401, IS  CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE PNC AIRCRAFT  UNDER THIS AGREEMENT.    AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL   AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE  RESPONSIBLE FAA FLIGHT STANDARDS DISTRICT OFFICE.    THE “INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN LEASING  REQUIREMENTS” ATTACHED HERETO IN EXHIBIT B ARE INCORPORATED HEREIN BY  REFERENCE.    THE UNDERSIGNED, AS A DULY AUTHORIZED OFFICER OF THE PNC  FINANCIAL SERVICES GROUP, INC., THE TOWER AT PNC PLAZA, 300 FIFTH AVENUE,  PITTSBURGH, PA 15222-2401, CERTIFIES THAT IT IS RESPONSIBLE FOR OPERATIONAL  CONTROL OF THE PNC AIRCRAFT AND THAT IT UNDERSTANDS ITS  RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION  REGULATIONS.      [SIGNATURE BLOCK IS ON THE FOLLOWING PAGE]  





 






Page 6 of 8  Time Sharing Agreement  Between The PNC Financial Services Group, Inc. and  ______________        IN WITNESS WHEREOF, the parties have executed this Agreement, intending to be legally  bound.    THE PNC FINANCIAL SERVICES GROUP, INC.  (LESSOR)    By: ___________________________________  Name: _________________________________  Title: __________________________________  Date: __________________________________   Address:  The Tower at PNC Plaza     300 Fifth Avenue     Pittsburgh, PA 15222-2401   Telephone:  _____________________   Email:    _____________________      _______________________________  (LESSEE)      _______________________________________  Date: __________________________________   Address:  ____________________________     ____________________________   Telephone:  _____________________   Email:    _____________________        





 






Page 7 of 8  Time Sharing Agreement  Between The PNC Financial Services Group, Inc. and  ______________        EXHIBIT A   [Insert date of TSA]  





 






Page 8 of 8  Time Sharing Agreement  Between The PNC Financial Services Group, Inc. and  ______________              EXHIBITB    INSTRUCTIONS FOR COMPLIANCE   WITH “TRUTH IN LEASING” REQUIREMENTS      1. Mail a copy of the Time Sharing Agreement to the following address via  certified mail, return receipt requested, immediately upon execution of the  Time Sharing Agreement (14 C.F.R. 91.23 requires that 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. Telephone or fax the responsible Flight Standards District Office at least  forty-eight hours prior to the first flight under this Time Sharing Agreement.    3. Carry a copy of the Time Sharing Agreement in the PNC Aircraft at all times.