The URL can be used to link to this page

Home My WebLink AboutA9261 - AVELO AIRLINESCity Clerk Form Updated 7/21/2021 CONTRACT ABSTRACT Contract prepared by: ____________________________________________________ Submitted on: __________________ By: __________________________________ Note: _________________________________________________________________ Contract Compliance Exhibits: Yes Signatures: Yes Insurance: Yes Bonds: Yes Contract Approvals Council/ Community Redevelopment Agency Approval Date: __________________________ Agenda Item No./ Resolution No.: _______________________________________________ Agreement No: _____________________________________________________________ Contract Administration Lead Department: ___________________________________________________________ Contract Administrator: _______________________________________________________ Contract Company Name: __________________________________________________________ Company Contact: _________________________________________________________ Summary of Services: ______________________________________________________ Contract Price: ____________________________________________________________ Funding Source: ___________________________________________________________ Contract Term: ____________________________________________________________ Munis Contract Number: _____________________________________________________ - No NoNo No Avelo Airlines Inc Bud Hafer - bhafer@aveloair.com Airline Incentive Program - EUG - RDM - STS Estimated $109,500.00 40157020-50145 November 11, 2022 - April 30, 2023 TBD Aviation Harry Barrett / Daniel Meier 03-24-22 Item 1C A9261 Nadia. P. Seery 11/03/22 Christina Brown 4 4 4 4 DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F PSP AIRPORT AIR SERVICE INCENTIVE AGREEMENT A9261 AVELO AIRLINES, INC. EUG - RDM STS THIS MEMORANDUM OF AGREEMENT, ( be effective this 11th day of November, 2022, by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as AVELO AIRLINES, INC, (Airline) organized and existing under the laws of the (state/province/country) of Nevada (hereinaf RECITALS A. On March 24, 2022, the City Council of the City has adopted the 2022 Air Service Incentive Program for the Palm Springs International Airport, (hereinafter the B. Pursuant to the Program, Airline has requested fee waivers and marketing funds for new qualifying service. C. The Airline hereby agrees pursuant to this Agreement to participate in the Program. D. The City hereby agrees pursuant to this Agreement to waive certain Airport fees for new qualifying service. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT SECTION 1. Recitals. The foregoing Recitals are true, correct, and incorporated by this reference herein as material terms relied upon by the Parties in agreeing to and executing this Agreement. SECTION 2. Understanding of the Parties. The City and the Airline, by their signatures to this Agreement, acknowledge that their agreement related to fee waivers in accordance with the Program is only applicable to new qualifying service as outlined in the Program. and/or marketing funds pursuant to the Program are solely at the discretion of the Airline with approval from the City. The Airline, at its sole discretion, will consider using the resulting fee waivers and marketing funds DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F service to support the long-term success of the route(s). The Airline shall seek approval from the City before expending any Marketing Funds from this Program as outlined in the Program. For the purposes of this Agreement, the amount of estimated fee and space waivers pursuant to the term of this Agreement for the applied route(s) is $_54,500.00_____, and the approved amount of marketing funds for the route(s) applied for are $___55,000.00____. The final amount of fee waivers shall vary and depend upon the fiscal year period formulation of each respective fee. Each period, as defined in the Incentive Options of the Program, of service will be evaluated for compliance under the terms of the Program. It is understood that the Airline will comply with all stipulations set forth in the Program, listed in this agreement as Attachment 1. The air carrier must submit Attachment 2, the Monthly Airline Activity Report to PSPMonthlyReporting@PalmSpringsCA.gov no later than the 10th of each month for the prior months service for the routes that qualify for the abatement incentive. Any failure by the Airline to submit the Monthly Airline Activity Report may result in a forfeiture of incentives for the month the report was not submitted. SECTION 3. Term. The term of this Agreement shall commence on November 11, 2022, and end on April 30, 2023, whereupon this Agreement shall automatically terminate and is not subject to extension. Route(s) and Incentive Option(s) Airline is/are applying for is/are to be listed in the below table. Please reference the 2022 Air Service Incentive Program in order to make appropriate selections. Airline Incentive Request(s) Route 1 Route 2 Route 3 Route: EUG RDM STS Incentive Option(s): 4 & 7 4 & 7 4 & 7 Date of First Flight: 11/12/2022 11/11/2022 11/11/2022 End Date of fee (if seasonal): 04/30/2023 04/30/2023 04/30/2023 End Date of space waivers: 11/10/2023 11/10/2023 11/10/2023 Aircraft Type(s): 737-700/800 737-700/800 737-700/800 Frequency: 2 per week 2 per week 2 per week Seasonality (Year-round, etc) Seasonal Seasonal Seasonal SECTION 4. Conflict of Interest. Airline acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Airline enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Airline warrants that Airline had not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. SECTION 5. Covenant Against Discrimination. In connection with its performance under this Agreement, Airline shall not discriminate against any employee or applicant for DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F employment because of actual or perceived race, religion color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, ensure that applicants are employed, and that employees are treated during their lawful capacity to enter this Agreement, and in executing this Agreement, Airline certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Airline activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Airline is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. SECTION 6. Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such party is duly organized and existing (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party is bound. (SIGNATURE PAGE FOLLOWS) DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F SIGNATURE PAGE PSP AIRPORT AIR SERVICE INCENTIVE AGREEMENT A9261 AVELO AIRLINES, INC. EUG - RDM - STS IN WITNESS WHEREOF, the City and Airline have caused this Agreement to be executed the day and year first above written. ATTEST: CONTENTS APPROVED: CITY OF PALM SPRINGS, CA By: __________________________ By:__________________________ City Clerk Interim City Manager Date: ________________________ Date:________________________ APPROVED AS TO FORM: By: __________________________ City Attorney Date:_________________________ AIRLINE: AVELO AIRLINES, INC. 12 Greenway Plaza, Suite 400, Houston, Tx 77046 Sean Hopkins Daniel Camejo Title: Vice President, Contracts Title: General Counsel & Secretary Date: Date: DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F 11/3/2022 11/3/202211/3/2022 PSP AIR INCENTIVE MOA ATTACHMENT 1 DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Air Service Incentive ProgramMarch 2022DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Program GoalsPalm Springs International Airport seeks to increase competition, attract more year-round air service, and continue diversifying its air carrier base by offering an Air Service Incentive Program.Our program will increase local and industry awareness of PSP through a combination of marketing funds and airport fee waivers. This will offset some of the initial investment required for a new air carrier to join PSP or an existing air carrier to expand, and the marketing incentives will help create community awareness about a new airline or route to help ensure its success.This Program will be offered from March 1, 2022 until December 31, 2025 or longer if amended. The maximum duration of any incentive shall be no longer than 24 months. DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Incentives Option 1: Daily Year-Round ServiceTarget AirportUn-Served AirportExisting AirportMarketing $50,000 $25,000 $15,000Landing Fee Waivers100% for 24 months100% for 18 months50% for 12 monthsTerminal Waivers100% for 24 months100% for 18 monthsN/ATarget Airport: Atlanta, Chicago, All Hawaii airports, Houston, New York City, Washington, D.C.Un-Served Airport: Any airport without existing daily year-round non-stop service from PSP.Existing Airport: Any airport with existing daily year-round non-stop service from PSP.Stipulations: Not valid for airports within 150 nautical miles of PSP. Airline must operate one round trip flight five days or more per week for 52 weeks per year. Service must be to a US domestic airport. Not valid for airlines with DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Incentives Option 2: Less-Than-Daily Year-Round ServiceTarget AirportUn-Served AirportExisting AirportMarketing $30,000 $15,000 $10,000Landing Fee Waivers100% for 18 months100% for 12 months50% for 6 monthsTerminal Waivers100% for 18 months100% for 12 monthsN/ATarget Airport: Atlanta, Chicago, All Hawaii airports, Houston, New York City, Washington, D.C.Un-Served Airport: Any airport without existing daily year-round non-stop service from PSP.Existing Airport: Any airport with existing daily year-round non-stop service from PSP.Stipulations: Not valid for airports within 150 nautical miles of PSP. Airline must operate one round trip flight at least two days per week for 52 weeks per year. Service must be to a US domestic airport. Not valid for airlines with DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Incentives Option 3: Seasonal to Year-RoundTarget Existing AirportOther Existing AirportMarketing $30,000 $15,000Landing Fee Waivers100% for additional months100% for additional monthsTerminal Waivers100% for additional months100% for additional monthsTarget Existing Airports: Atlanta, Boston, Chicago-ORD/MDW, Houston-IAH, Toronto, New York-JFKOther Existing Airport:Any airport with existing non-stop seasonal service from PSP provided by the airline requesting this incentive option. Stipulations: Not valid for airports within 150 nautical miles of PSP. Airline must convert one of their existing seasonal routes to year-round with a minimum of one daily flight two days or more per week from PSP. Waivers will be applied to the months that were previously un-served and will be valid for no more than 12 months from the announcement of the change from seasonal to year-round. Valid on any existing seasonal route.DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Incentives Option 4: Seasonal ServiceUn-Served AirportExisting AirportMarketing $15,000 $10,000Landing Fee Waivers100% for first season50% for first seasonUn-Served Airport: Any airport without existing service from PSP.Existing Airport: Any airport with existing service (seasonal or year-round) from PSP.Stipulations: Not valid for airports within 150 nautical miles of PSP. Airline must operate one round trip flight at least two days per week for four months. Service must be to a US domestic airport. DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Incentives Option 5: InternationalTarget Airport Existing AirportMarketing $50,000 $15,000Landing Fee Waivers100% for 24 months100% for 6 monthsTerminal Waivers100% for 24 months100% for 6 monthsTarget Airports: Any international airport without existing nonstop service from PSP.Existing Airport:Any international airport with existing non-stop service from PSP.Stipulations: Not valid for airports within 150 nautical miles of PSP. Airline must operate one round trip flight two days or more per week from PSP for five months. Not valid to an international airport that currently has two or more airlines offering that route.Additional: PSP does not have existing FIS facilities. Flights must originate from an airport with US Preclearance. If an FIS facility is ever constructed at PSP, then flights can originate from any international airport.DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Incentives Option 6: Short-Haul Commuter ServiceUn-Served AirportExisting AirportMarketing $7,500 $2,500Landing Fee Waivers100% for 12 monthsN/ATerminal Waivers100% for 12 monthsN/AUn-Served Airport: Any airport without existing nonstop service from PSP.Existing Airport: Any airport with existing nonstop service from PSP.Stipulations: Not valid for airports beyond 150 nautical miles of PSP. Airline must operate one round trip flight at least four days per week for 12 months. DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Incentives Option 7: New Entrant Airlines OnlyDaily Year-Round ServiceLess-Than-Daily & Seasonal ServiceMarketing $25,000 $15,000Terminal Space Rent Waivers100% for 12 months100% for 12 monthsDaily Year-Round Service: The New Entrant Airline must operate at least one round trip flight a day five days per week.Less-Than-Daily & Seasonal: The New Entrant Airline must operate at least one round trip flight a day two days per week. Seasonal service must operate for four months.Stipulations: Only available to airlines that have not served PSP in the 24 months preceding their service start date. Marketing funds in this option are in addition to marketing funds for specific routes provided in other options in this program. DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Stipulations for Marketing Funds/Support1.Advertising incentive funds will be available to FAA Part 121 Signatory and Non-Signatory Airlines with a signed Airport-Airline Use and Lease Agreement.2.All marketing funds and activities must exclusively promote the routes eligible under the program to/from PSP.3.All marketing incentives are available from the date of service announcement until six months after service inception. 50% of available funds must be spent by launch date. 4.Incentives may be paid directly to the media outlet or reimbursed to the air carrier, should the carrier want to utilize their existing agency relationships. The Airport will reimburse the Airline for these services, up to the allowable program funds, only if the Airline received prior written approval of the media buy from the airport and only if the Airline produces a detailed invoice outlining the media purchase, their air dates, and a copy of the ads that ran. All qualified reimbursements must be submitted to the Airport for processing no later than 45 days after the expense is incurred. Any delayed reimbursement request in excess of 45 days is subject to a 10% reduction in 5.The Airport name or logo must be incorporated into all airport funded media purchases.6.Marketing activities that may be supported under this agreement include, but are not limited to: print advertising, collateral materials, direct mail and other forms of print marketing; multi-media advertising such as TV, radio, SEM, and interactive (web); and social media/digital advertising such as Facebook, Instagram, Twitter, etc..7.All eligible funds must be spent in the PSP catchment area as defined by the Airport. 8.The Airport must approve in advance all advertising and promotional activities associated with the new service for which the air carrier desires to receive the marketing incentive.9.All advertising and marketing must comply with FAA regulations and guidelines for use of airport revenue for such purpose. 10.The air carrier and airport must agree in writing to a marketing strategy for the new service, that includes: the timeline of promotional activities; the medium that will be used, and the budget of the promotion.11.Should the incentivized service be suspended prior to the expiration of the incentive period, the air carrier shall be responsible for pro-rated reimbursement of all marketing funds spent. The Airport/City of Palm Springs, at its sole discretion, may consider waiving repayment of marketing funds if, after operating the incentivized route(s) for a minimum of 6 months, the air carrier can provide documented proof that the incentivized route(s) is/are not viable.DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Stipulations for Fee Waiver Incentives1.Incentive Fee Waivers will be available to FAA Part 121 Signatory and Non-Signatory airlines with a signed Airport Use and Lease Agreement, a written confirmation of the new service, and an executed Memorandum of Agreement for any incentives provided in this program. 2.The airline will be eligible for incentives from the first day of service for up to 24 months depending on level of service as outlined in applicable incentive options. At the conclusion of the incentive period, the air carrier will be invoiced, and published Schedule of Rates, Fees, and Charges as required by its Airport Use and Lease Agreement for the remainder of the contract term for each route.3.Terminal Waivers in Options 1-6 include Hold room/Parking fees. Airlines with a Signatory agreement will receive credits based on the signatory per-turn hold room/parking fee for the type of gate used (jet bridge vs. ground board) for the incentivized flights. 4.New Entrant Airlines may receive up to 12 months of full Terminal Space Rent waivers of leased space which includes Ticket Counter & Queue, Airline Ticket Office, and Baggage Service Office depending on level of service as outlined in Incentive Option 7. This does not include the Special Capital Project Fee, Signatory Joint Use Fees, or the Non-Signatory Terminal Fee. DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Stipulations for Fee Waiver Incentives5.Incentives apply only to new scheduled service that results in an increase in the number of total flights offered at PSP by the air carrier at the time the new service is announced. If an air carrier launches new service, it qualifies for incentives only on the new route, not on the existing service. An airline may not reduce frequency to, or cancel, a market it currently serves from PSP in order to launch service to a new airport. 6.If the air carrier reduces frequency of service below the required number of flight operations outlined in this Program, or ceases service on the incentivized route, prior to providing PSP service for the time period outlined in this program, the air carrier shall forfeit its right to claim any additional incentives for that route offered through this Program starting on the date service is reduced. Reducing frequencies on the route during the incentive period to less than an agreed upon level will reduce the amount of the financial incentive and/or result in a proportionate reimbursement to the Airport for dollars already spent. The airline will also forfeit any future incentives on their route(s) for a period of 24 months if it chooses to fully cease service on the route(s). If the airline exits the PSP market entirely it will forfeit any future incentives for 24 months starting on the first day after the airline ceased operations at PSP.7.At no time shall the Airport or City of Palm Springs provide a rebate to an airline for participating in this Program. 8.Airports within 150 nautical miles of PSP are not eligible for incentive options 1-5. Airports more than 150 nautical miles from PSP are not eligible for incentive option 6.9.For the purpose of determining eligibility, affiliated airlines, joint venture partners and predecessor and successor airlines in an airline merger or acquisition shall be treated as a single carrier and will not be considered a new entrant to PSP. A regional carrier is eligible for the Program if it markets and sells its service independent of a branded carrier which currently offers service at PSP.DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Stipulations for Fee Waiver Incentives10.If an air carrier receives benefits under the Program and exits a route, or the PSP market, during the incentive period, the air carrier shall repay the Airport/City of Palm Springs the total amount of all incentives previously taken for the qualified route(s). Such repayment termination, or discontinuance of flights/routes prior to the expiration of the incentive period. The Airport/City of Palm Springs, at its sole discretion, may consider waiving repayment of incentive benefits if, after operating the route(s) for a minimum of 6 months, the air carrier can provide documented proof that the incentivized route(s) is/are not viable.11.All conditions for receiving incentives will be documented in the Memorandum of Agreement between the airline and the Airport/City of Palm Springs and are subject to approval by the appropriate City of Palm Springs officials. The Memorandum of Agreement must be signed within 60 days of the inaugural flight. Any carrier that fails to comply shall forego all incentives in this program.12.Once budgeted funds for this Air Service Incentive Program, marketing and waivers, have been expended for the fiscal year the program shall be suspended until additional funds are approved. The Airport/City of Palm Springs has the right to amend, modify, alter, or cancel this Air Service Incentive Program at any time without notice. Funds budgeted for this program shall be determined annually during the City of Palm Springs annual budget process. Funding levels may vary year to year.13.Daily service must operate at least five days per week, and less-than-daily service must operate at least two days per week. Once an airline announces service on an unserved route it will be considered served and any subsequent announcements by other airlines will fall under the existing airport incentives. DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Additional Marketing SupportThe Airport will host a press conference, issue press releases, and use social channels to announce new route(s).The Airport will work with the airline to select media options for advertising new service. The Airport will work with local organizations, such as chambers of commerce, to publicize new service to their members. The Airport will host an inaugural event for all new routes if desired. The Airport will feature the new route(s) on its website for a period of up to 60 days following the announcement. DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Daniel Meier, C.M.Deputy Director of Aviation, Marketing & Air Service760.318.3806Daniel.Meier@PalmSpringsCA.govDocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F PSP AIR INCENTIVE MOA ATTACHMENT 2 DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F PSP MONTHLY AIRLINE ACTIVITY REPORT - SIGNATORYAIRLINE: MONTH: YEAR: STATUS: SIGNATORYSUBMITTED BY: PHONE:EMAIL:REVENUE ENPLANEDDEPLANEDTOTALWAIVEDPASSENGERS 0 Use Fee# Flts# FltsTTL USE WAIVED USEBILLABLE USEBONO USE$102.0031$306.00$102.00$204.00AIR CARGO ENPLANED DEPLANED TOTALRJ USE $51.00 3 1 $153.00 $51.00$102.00(POUNDS)0TOTAL$459.00$153.00 $306.00AIRCRAFT TYPESSEAT CAPACITYMGLW (1000LBS)TOTAL LANDINGS(City) (City) OAK WAIVED LANDINGSBILLABLE LANDINGSTOTAL MGLWTOTAL LANDING FEESTTL SEAT CAPACITYTOTAL MGLW WAIVEDTOTAL LANDING FEES WAIVEDBILLABLE LANDING FEES0 00 -$ 0 0 -$ -$ 0 00 -$ 0 0 -$ -$ 0 00 -$ 0 0 -$ -$ 0 00 -$ 0 0 -$ -$ 0 00 -$ 0 0 -$ -$ 0 00 -$ 0 0 -$ -$ 0 00 -$ 0 0 -$ -$ 0 00 -$ 0 0 -$ -$ 0 00 -$ 0 0 -$ -$ 000-$ 00-$ -$ TOTALS0 0 0 0 0 0 0 0 -$ -$ 0 -$ -$ DESTINATION NUMBER REASON (City) (City) OAK Verification-$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ TTL-$ -$ -$ -$ -$ -$ NOTE:*ONLY Airlines who have approved applications and approved routes may qualify for the airline incentive waivers TOTAL MONTHLY LANDINGS BY AIRCRAFT TYPE AIRLINE INCENTIVE QUALIFIED LANDINGS BY DESTINATIONCITY USE ONLYCANCELLED FLIGHTSAIRPORT USE ONLY - LANDING FEES WAIVED BY DESTINATIONTOTAL HOLD ROOM USECITY USE ONLY Reports are due before the 10th of each month for the prior month.Please e-mail to Caren.Nelson@palmspringsca.gov and to PSPMonthlyReporting@palmspringsca.govRev.10 -NS-3--29-22DocuSign Envelope ID: 378AB541-100E-4B8A-8BC7-B686C49B152F Arthur J. Gallagher Risk Management Services, Inc Aerospace US 300 S Riverside Plans, Suite 1500 Chicago, IL 60616 November 30, 2022 JIV MANAGER CITY OF PALM SPP'I%GS RE: Avelo, Inc., TEM Enterprises dba Avelo Aviation Insurance Policy Period: November 30, 2022 through November 30, 2023 fi9'�'�/ G Gallagher Enclosed, please find our Certificate of Insurance evidencing the renewal of the captioned coverage for a further 12 months effective November 30, 2022. In the future, if you would prefer to receive these documents electronically please send your email to rachel_goerges@ajg.com and reference the current certificate number. If the enclosed documentation is no longer required, please return it to my attention at the address above or advise me via email (rachel_goerges@ajg.com). Sincerely, Becky Arant Vice President Enclosure Arthur J. Gallagher Risk Management Services, Inc. Aerospace US 300 S Riverside Plaza, Suite 1500, Chicago, IL 60606 11/30/2022 This is to certify to the following Certificate Holder(s): City of Palm Springs City of Palm Springs Certificate Number TEM-22-012 Gallagher Insurance I Risk Management I Consulting This is to certify that the insurance brokers of Arthur J. Gallagher Risk Management Services, Inc have secured the referenced insurance policies Hull & Liability 347306122, Hull Deductible GA2205185, Hull War GA2205184 and Excess AVN52E GA2206186 for 100%with Member Companies of Global Aerospace, Inc and Other Licensed Companies, each for their part and not one for the other, on behalf of the Named Insured covering their operations against the following risks and up to the limits stated whilst operating Worldwide or as defined in the policy. Named Insured: Avelo, Inc., Avelo Airlines, Inc and any shareholder thereof, existing, or as may be crated and any firth or corporation, affiliated to, subsidiary to, associated with or under the same management as any corporation herein named as now existing or shall hereafter be created at 12 Greenway Plaza, Suite 400, Houston, TX 77046. Policy Period: November 30, 2022 to November 30, 2023 both days at D0:01 Local Standard Time at the address of the Named Insured Coverages: ALL RISKS (GROUND AND FLIGHT) AIRCRAFT HULL VALUE: Agreed Value as on file including All Risks (including transit) Aircraft Spare parts Insurance. The Spares coverage is subject to a Deductible but the applicable aircraft hull deductible shall apply in respect of engine running losses: Spares Limit USD 20,000,000 Spares Deductible USD 10,000 each loss The Hull coverage is subject to a Deductible (not applicable to Total or Constructive Total Loss/Ananged Total Loss. Occurrence aggregate deductible equal to highest applicable deductible): USD 500,000 any one occurrence AVIATION HULL WAR AND ALLIED PERILS (LSW555D) VALUE: Agreed Value as on file including Aircraft Spare parts Insurance. Policy Annual Aggregate USD 300,000,000, includes Confiscation and/or Requisition by Government of Registration (sublimit to USD 50,000,000 annual aggregate) AIRCRAFT LIABILITY AND COMPREHENSIVE GENERAL LIABILITY LIMIT: USD 150,000,000 each occurrence, unless sublimit as noted; Including, but not limited to: Bodily Injury and Property Damage to Third Parties, Passenger, Personal Injury (non - passengers sublimit USD 25,000,000 per occurrence, aggregate), Contractual, Passengers' Baggage, Premises, Products & Completed Operations (full policy aggregate), Hangarkeepers and Cargo Legal Liabilities. AVN52E Extended Coverage Endorsement (Aviation Liabilities) AVN52E Extended Coverage Endorsement (Aviation Liabilities) USD 150.000,000 Aircraft AndlOr Equipment: Any and all aircraft or equipment owned or operated by the Named Insured. Contracts: In regards to the Airport Use and Lease Agreement, dated July 1, 2014, between Palm Springs International Airport and Avelo Airlines, Inc Special Provisions Subject always to the scope of the referenced policies and all the policies' declarations, insuring agreements, terms, conditions, limitations, exclusions, deductibles, warranties and endorsements thereof remaining paramount: Solely as respects: (1) The Coverage(s) noted above; (h) the Contract(s) (and then only to the extent of the Named Insured's obligation to provide insurance under the terms of the Contract(s)); and (iii) the operations of the Named Insured; the policies are endorsed to include the following provisions(s): The City of Palm Springs, its officers, agents and employees are Induced as Additional Insureds ("the Additional Insureds") as their respective rights and interests may appear, warranted no operational interest; however, no party shall be included as an Additional Insured as respects its legal liability as manufacturer, repairer or servicing agent of the Aircraft and/or Engines, except for Professional Liability. All previsions of the above Liability insurance policies shall apply separately to the Named Insured and each Additional Insured against whom claim is made or suit is brought except with respect to the Limits of Liability. This insurance is primary without right of contribution from any other insurance as may be carried by the Addifional Insureds. Insurers recognize the indemnification provisions under the contract but only to the extent of coverage provided under the policies. The Insurers waive their rights of subrogation against the Additional Insureds but only to the extent the Named Insured has waived its rights of recovery under the Contract(s). Such insurance as is afforded the Additional Insureds shall not be invalidated and shall protect their interests regardless of any action or inaction of the Named Insured or any other person or party whether or not such action or Inaction is a breach or violation of any warranties, declarations or conditions of the policies, provided that the Additional Insured so protected has not caused, contributed to or knowingly condoned said act or omission, but in no event shall this clause apply in the event of exhaustion of policy limits, nor to losses, claims, expenses, etc., excluded from coverage under the policies. As respects physical damage coverage: All losses will be adjusted and paid as required in the Contract(s). In the event of cancellation or material changes of the policies by insurers which would adversely affect the interests of the Certificate Holder(s), Insurers agree to provide 90 days prior written notice (seven (7) days in the case of war risks and allied perils coverage, unless otherwise noted in policy) to the Certificate Holder(s). The subscribing insurers' obligations under contracts of insurance to which they subscnbe are several and not joint and are limited solely to the extent of their individual subscriptions. The subscribing Insurers are not responsible for the subscription of any co -subscribing insurer who for any reason does not satisfy all or part of Its obligations. LSW 1001 This is to certify that policies of insurance listed above have been issued to the Insured named above and are in force at this time. Notwithstanding any requirement, term or condition of any contracts or other documents with respect to which the certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all terms, exclusions and conditions of such policies. Authorized Representative • �i Arthur J. Gallagher Risk Management Services, Inc. Aerospace US Gallagher 300 S Riverside Plaza, Suite 1500, Chicago, IL 60606 Insurance I Rlsk Management I Consulting INSURED SUBJECT COMPANY CONTACT NAME ADDRESS EMAIL COMPANY CONTACT NAME ADDRESS EMAIL COMPANY CONTACT NAME ADDRESS EMAIL SCHEDULE OF ADDRESSEES TO CERTIFICATE NUMBER: TEM-22-012 Avelo, Inc., Avelo Airlines, Inc and any shareholder thereof, existing, or as may be created and any firm or corporation, affiliated to, subsidiary to, associated with or under the same management as any corporation herein named as now existing or shall hereafter be created. In regards to the Airport Use and Lease Agreement, dated July 1, 2014, between Palm Springs International Airport and Avelo Airlines, Inc. City of Palm Springs Attn: Airport Director Palm Springs International Airport 3200 E. Tahquitz Way, Suite OFC Palm Springs, CA 92262 City of Palm Springs Attn: City Manager Palm Springs International Airport 3200 E. Tahquitz Way, PO Box 2743 Palm Springs, CA 92261