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HomeMy WebLinkAboutA9429 - Flair AirlinesCONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits:Signatures: Insurance:Bonds: Business License: Sole Source Co-Op CoOp Agmt #:Sole Source Documents:CoOp Name: CoOp Pricing: By:Submitted on: Contract Abstract Form Rev  $XWKRUL]HG6LJQHUV 1DPH(PDLO &&RUSRUDWLRQVUHTXLUHVLJQDWXUHV Non-Signatory Airline Operating Permit Flair Airlines Amanda Aussant amanda.aussant@flyflair.com Airline Operating Permit Based on fees outlines in 2023 Agreement Operating on a month to month basis N/A Mathew Kunz, matthew.kunz@flyflair.com Stephen Jones, Stephen.jones@flyflair.com Aviation Victoria Carpenter/ 3808 April 27, 2023 A9429 N/A Yes Yes Yes Yes N/A No N/A N/A N/A N/A 3/12/2024 Tanya Perez DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit March 8, 2024 DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit i NON-SIGNATORY AIRLINE OPERATING PERMIT TABLE OF CONTENTS DEFINITIONS ..................................................................................................................... 2 TERM .................................................................................................................................. 7 RIGHTS, SPECIFIC PRIVILEGES, AND AIRLINE PREMISES ........................................ 8 RENTALS AND FEES ...................................................................................................... 16 MAINTENANCE, REPAIR, ALTERATIONS AND IMPROVEMENTS ............................. 23 DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit ii DAMAGE OR DESTRUCTION, INSURANCE, INDEMNIFICATION AND RELEASE OF LIABILITY ................................................................................................. 28 ENVIRONMENTAL COMPLIANCE ................................................................................. 35 ASSIGNMENT .................................................................................................................. 42 RULES AND REGULATIONS, COMPLIANCE WITH LAW, NONDISCRIMINATION .................................................................................................... 43 NOTICES .......................................................................................................................... 47 MISCELLANEOUS ........................................................................................................... 48 DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit iii LIST OF EXHIBITS DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 1 NON-SIGNATORY AIRLINE OPERATING PERMIT This NON-SIGNATORY AIRLINE OPERATING PERMIT (“PERMIT”) is issued as of the 8th day of March, 2024 by the City of Palm Springs, a charter city and municipal corporation organized and existing under the laws of the State of California (“City”), to Flair Airlines, a corporation organized and existing under the laws of the State of British Columbia (“Airline”); whose initial address and representative is as follows: Address:_________________________________________________________ City / State / Zip Code:______________________________________________ Airline Representative: ______________________________________________ Title: ____________________________________________________________ Phone: ______________________________________ Fax:_________________________________________ Email: _______________________________________ RECITALS A. The City owns and operates the Palm Springs International Airport (“Airport”), located in the City of Palm Springs, County of Riverside, State of California. B. The City operates the Airport as a governmental function for the primary purpose of providing to the public the service of air transportation. C. Airline is engaged in the business of commercial air transportation of persons, property, cargo and mail (“Air Transportation”) and desires to enter into a Permit with the City to use certain Airport premises and exercise certain rights, licenses, services and privileges at the Airport in connection with its Air Transportation Business. D. City has the right to issue and enter into this Permit and to grant the use of its property at the Airport to Airline for the operation of Airline’s Air Transportation Business. E. To the extent this Permit may be construed as an exclusive or limited agreement in connection with the management of the Airport’s facilities and concessions, which is not the parties intent, the Airline acknowledges that this Permit is being issued by the City under the provisions of California Public Utilities Code Section 21690.5 et seq. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2 0.00 VP Flight Operations matthew.kunz@flyflair.com 6543-1000 Airport Rd FLAIR AIRLINES Matthew Kunz Edmonton International Airport, AB, T9E 0V3 0.00 DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 2 NOW, THEREFORE, In consideration of the covenants and promises in this Permit, Airline covenants, agrees and binds itself as follows: DEFINITIONS Definitions When used elsewhere in this Permit, the words and phrases in this Section 1.01 shall have the following meanings: A. “Affiliate” shall mean any Air Transportation Company that: (1) is a parent or subsidiary of Airline, a subsidiary of the parent of Airline or otherwise under common control with Airline. (2) shares an International Air Transport Association (IATA) code with Airline at the Airport. (3) otherwise operates under essentially the same trade name as Airline or its parent or subsidiary at the Airport or uses essentially the same livery as Airline or its parent or subsidiary; provided that no “major” airline, as such term is defined by the FAA, shall be classified as an Affiliate of another “major” airline unless either clause (1) or (3) above defines the relationship between such airlines at the Airport. Airline must designate in writing to the City any Air Transportation Company that will be an Affiliate of that Airline at the Airport. Airline must also designate in writing to the City to terminate such Affiliate status of an Air Transportation Company. Affiliates shall have the rights afforded Airline through this Permit without payment of any additional charges or premiums, provided Airline: (a) remains a signatory to this Permit. (b) agrees to be billed for Affiliate’s activity at the Airport related to activity under Airline’s brand; while it is flying on the behalf of Airline at the Airport. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 3 (c) agrees and shall be obligated to serve as a financial guarantor for all rentals, fees, and charges incurred by any Affiliate of Airline while it is flying on behalf of Airline at the Airport. Airline shall be responsible for any and all unpaid rentals, fees, and charges of any such Affiliate while such Affiliate operates at the Airport as an Affiliate of Airline; provided however, Airline shall only be responsible for such payments as relate to any terminated Affiliate’s operations before such terminat ion as an Affiliate of Airline took effect. Termination as an Affiliate of Airline will not occur until Airline notifies City in writing and such termination will be effective as of the date of such notification. B. “Aircraft Aprons” shall mean those areas of the Airport that are designated by the City for the parking of Airline aircraft and support vehicles, and the loading and unloading of passenger aircraft. C. “Aircraft Arrivals” shall mean any and all landings by aircraft at the Airport but shall exclude any landings by general aviation aircraft or by aircraft owned or operated by the U.S. Government. D. “Aircraft Gate” shall mean a specific portal located in the Bono and RJ Concourse passenger holdrooms which provides passenger access to and from an Aircraft Parking Position. Bono Concourse Aircraft Gates include , CUPPS system and equipment, a gate podium, a Loading Bridge, and adjoining Aircraft Parking Position while RJ Concourse Aircraft Gates include CUPPS system and equipment, a gate podium, and an adjoining ground level Aircraft Parking Position . Aircraft Gates are shown on Exhibit B. E. “Aircraft Parking Position” shall mean the marked positions located on the Aircraft Aprons adjacent to the Bono and RJ Concourses where Airline aircraft are required to park to enplane and deplane passengers. F. “Airfield” shall mean those portions of the Airport provided for the landing, taking off, and taxiing of aircraft, including runways, taxiways, approach and runway DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 4 protection zones, safety areas, infield areas, landing and navigational aids, and land areas required by or related to aeronautical use of the Airport (other than the Aircraft Aprons). G. “Airline” shall mean the Air Transportation Company executing this Permit. H. “Airline Premises” shall mean those areas in the Terminal Building assigned to Airline by City as Exclusive Use Space, Preferential Use Space or Joint Use Space, as defined herein, and shown in Exhibits B and C, attached hereto and incorporated herein. I. “Airport” shall mean the Palm Springs International Airport owned and operated by the City of Palm Springs, the location of which is 3400 East Tahquitz Canyon Way, Palm Springs, California, Riverside County, as it exists as of the effective date of this Permit and as it may be changed from time to time in the future. J. “Airport Purpose” shall mean any action or undertaking by City directly or indirectly related to the development and preservation of the Airport for air commerce. K. “Airport Rules and Regulations” shall mean those certain rules and regulations adopted by the City for the use and occupancy of the Airport as described further in Section 9.02. L. “Air Transportation” shall mean the carriage of persons, property, cargo, baggage, or mail by aircraft. M. “Air Transportation Business” shall mean the business operated by Airline at the Airport for the commercial transportation by air of persons, property, mail, parcels, or cargo and associated services. N. “Air Transportation Company” shall mean a legal entity engaged in the business of scheduled or non-scheduled commercial transportation by air of persons, property, mail, parcels or cargo and associated services. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 5 O. “Baggage Handling System, or BHS” shall mean the City-owned systems and equipment at the Airport, exclusive of the TSA inspection systems and equipment, used for the transportation of checked baggage . P. “Code of Federal Regulations, or CFR” shall mean the codification of the general and permanent rules published in the Federal Register by executive departments and agencies of the United States of America. Q. “Common Use Passenger Processing System (CUPPS)” shall mean City-owned IT systems and equipment provided, by the City for use by Airline, including but not limited to systems and equipment for passenger processing, flight and baggage information display, and baggage handling. R. “Effective Date” shall mean July 1, 2023. S. “Executive Director” shall mean the person designated Executive Director by City, or such other person, division, department, bureau or agency, as may be designated by the City Council or the City Manager from time to time to exercise functions equivalent or similar to those now exercised by the Executive Director; the term also includes any person expressly designated by the Executive Director to exercise rights/and or obligations empowered in the “Executive Director” under this Permit. T. “Enplaned Passenger” shall mean any revenue passenger boarding an aircraft at the Terminal Building, including any such passenger that previously disembarked from another aircraft of the same or a different Air Transportation Company or from the same aircraft, previously operating under a different flight number. U. “Exclusive Use Space” shall mean that space set forth in Exhibits B and C consisting of Airline office, operations, and curb-side check in space and leased by City to Airline for Airline’s sole use. V. “FAA” shall mean the Federal Aviation Administration of the United DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 6 States Government or any federal agency or agencies succeeding to its jurisdiction. W. “Joint Use Space” shall mean that space set forth in Exhibit B, which is attached hereto and incorporated herein, and leased by City to Airline for shared use with one or more other airlines. X. “Maximum Gross Landing Weight” shall mean that maximum certificated weight, in thousand (1,000) pound units, of each aircraft authorized by the FAA to land at the Airport as recited in Airline’s flight manual governing that aircraft type. Y. “Non-Signatory Airline” shall mean Airline or its Affiliate or any other Air Transportation Company serving the Airport that has been issued a Permit by the City, and is paying 1.25 times the Signatory Airline rates as outlined in Exhibit D. Z. “Passenger Facility Charge (PFC)” shall mean a fee authorized by 49 United States Code (USC) 40117 and regulated by 14 CFR Part 158 as such statute and regulations currently exist or as they may be amended during the Term of this Permit. BB. “Permit” shall mean this Non-Signatory Airline Operating Permit. CC. “Preferential Use” shall mean nonexclusive use to which an airline has priority over all other users, subject to the terms and conditions of this Permit, in common with others. DD. “Preferential Use Space” shall mean that portion of Airline Premises that is not Exclusive Use Space or Joint Use Space in which Airline has priority over all other users, subject to the terms and conditions of this Permit, thereof and as set forth in Exhibit B and Exhibit C. EE. “Public View” shall mean those areas within the Terminal Building which are reasonably expected to be seen by the general public when in the Terminal Building. FF.“Signatory Airlines” shall mean each Airline and its Affiliates and other Air DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 7 Transportation Companies serving the Airport that are party to a Signatory Agreement selling tickets under their own name and is obligated to pay City rentals and fees in the amount of at least $250,000 per year. GG. “Terminal Building” shall mean the passenger terminal building and associated curbside entrance areas located on the Airport as shown on Exhibit B. HH. “TSA” shall mean the Office of Homeland Security and Transportation Security Administration, or their authorized successor(s). II. “Turn” shall mean the arrival and departure of an aircraft from an Airline Gate. The movement of an empty aircraft to or from a n Airline Gate shall not constitute a Turn, unless said movement is immediately (a) followed by the enplaning of passengers or (b) preceded by the deplaning of passengers. Cross-References All references to articles, sections, and exhibits in this Permit relate to material in this Permit unless specifically noted otherwise. TERM Effective Date This Permit shall commence upon execution by City and Airline and shall continue on a month-to-month basis until such time as either party provides the other party in writing at least thirty (30) days’ notice of cancellation/termination. Airline’s Rights Upon Expiration of Permit Upon expiration or early termination of this Permit, all of Airline’s rights, authority, and privileges to use the Airport and occupy Airport facilities as granted by the City herein shall cease. Surrender of Airline Premises DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 8 Airline covenants and agrees that on expiration of th is Permit, or on earlier termination as hereinafter provided, or on reassignment of the Airline Premises to others as hereinafter provided, it will peaceably surrender possession of the Airline Premises, or that portion of the Airline Premises that has been reassigned, as applicable, leased hereunder in good condition, reasonable wear and tear, acts of God, acts of terrorism, fire and other casualties excepted, and City shall have the right to take possession of said Airline Premises, or that portion of the Airline Premises that has been reassigned, as applicable. Airline shall have the right, on termination or reassignment and within thirty (30) days thereafter, to remove all trade fixtures, equipment and other personal property installed or placed by it at its expense, in, on or about the Airport, subject to any valid lien that City may have thereon for unpaid rentals or fees. All City property damaged by, or as the result of, the removal of Airline’s property, shall be restored by Airline, at its own expense, to the condition existing prior to such damage. Airline shall not abandon any of its property on the Airline Premises. Any and all property not removed by Airline within thirty (30) calendar days from termination or reassignment shall be disposed of by the City and all direct and indirect costs associated with the disposal shall be paid by Airline. This Section 2.03 shall survive the expiration or termination of this Permit. RIGHTS, SPECIFIC PRIVILEGES, AND AIRLINE PREMISES Use of the Airport The parties agree that the purpose of this Permit is to enable Airline to provide an Air Transportation Business at the Airport. Consistent with this purpose, Airline, its officers, representatives, agents, employees, passengers, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, and suppliers shall have the right to the use of the Airport and appurtenances, together with all facilities, improvements, equipment, and services that have been or may DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 9 hereafter be provided for use at or in connection with the Airport, subject to the Airport Rules and Regulations and the terms of this Permit. Specific Rights of Airline at the Airport Consistent with the purpose set forth in Section 3.01, and subject to the terms and conditions of this Permit, Airline shall have the right to use, in common with others so authorized by City, areas, other than areas leased exclusively or preferentially to others (except as set forth herein), facilities, equipment, and improvements at the Airport for the operation of Airline's Air Transportation Business and all activities reasonably necessary to such operations, to include the following: A. The landing, taking off, flying over, taxiing, towing, provisioning, and conditioning of Airline's aircraft and, in areas designated by City, the extended parking, servicing, loading or unloading, storage, or maintenance of Airline's aircraft and support equipment subject to the availability of space; provided, however, that Airline will not permit the use of the Airfield by any aircraft operated or controlled by Airline that exceeds the design strength or capability of the Airfield as described in the then-current FAA-approved Airport Layout Plan (ALP) or subsequent engineering evaluation report. B. The loading and unloading of persons, property, parcels, mail and belly cargo by motor vehicles or other means of conveyance reasonably approved by City at Aircraft Aprons or such other locations as may be designated by the Executive Director. C. Subject to the provisions of Section 9.02 hereof, Airline shall have the right to perform ground handling services for itself or other airlines engaged in an Air Transportation Business. Said ground handling services may be provided via an independent vendor so long as said vendor is properly licensed by the City to operate on the Airport. In the event Airline agrees to ground handle any portion of the operations of another Air Transportation Company, excluding Affiliates, Airline DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 10 shall provide City advance written notice of such proposed activities, including a description of the type and extent of services to be provided. Consent shall be in writing and shall not be unreasonably withheld. Notwithstanding the foregoing, Airline shall not provide ground handling services to any Air Transportation Company which does not have the consent of City for the operation of its Air Transportation Business at the Airport and a handling agreement between A irline and the Air Transportation Company. D. The sale of air transportation tickets and services, the procession of passengers and their baggage for air travel, the sale, handling and providing of mail, freight, and express services, and other reasonable and customary a ctivities associated with Airline’s Air Transportation Business. E. This Permit does not convey any rights to Airline to provide commercial ground transportation services to any person upon payment of any fee or charge. However, so long as all applicable ground transportation ordinances, laws, Airport Rules and Regulations are complied with, Airline may provide, directly or by agreement with third parties, prearranged ground transportation services for its employees, or passengers who must be transported to or from the Airport due to weather or other extraordinary event, without the imposition by the City of any ground transportation fees or other charges in addition to those specified in this Permit, provided that approval of the Executive Director is secured in advance of such transportation. If a third party is utilized to provide such ground transportation services, then Airline shall provide (or cause to be provided) documentation that the third party’s transportation was provided exclusively to Airline’s employees, or passengers who must be transported to or from the Airport due to weather or other extraordinary event, to the satisfaction of the Executive Director, to receive an exemption from the City of its ground transportation fees and other charges. F. The purchase at the Airport or elsewhere, of fuels, lubricants, and any other supplies and services, from any person or company, subject to C ity's right to require that each provider of services or supplier to Airline secures written DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 11 authorization from City to conduct such activity at the Airport, pays required applicable service-oriented fees, and abides by all reasonable Airport Rules and Regulations established by City. No discriminatory limitations or restrictions shall be imposed by City that interferes with such purchases; provided, however, nothing herein shall be construed to permit Airline to store aviation fuels at the Airport. The granting of the right to store aviation fuels shall be subject to the execution of a separate agreement between Airline and City. G. The training at the Airport of employees of Airline. Training is to be limite d to that incidental to Airline’s Air Transportation Business at the Airport. Flight training and testing of aircraft and other equipment shall be undertaken by Airline only with the prior written approval of the Executive Director, and to the extent permitted by, and subject to, the conditions of the Airport Rules and Regulations. All training and testing conducted by Airlines shall be incidental to the use of the Airport in the operation by Airline of its Air Transportation Business and shall not unreasonably hamper or interfere with the use of the Airport and its facilities by others entitled to the use of same. City reserves the right to restrict or prohibit such training and testing operations which it deems to unreasonably interfere with the use of the Airport, including excessive noise as reasonably determined by City. H. The purchase of Airline’s requirements of personal property, services, food, beverage, other passenger supplies, and any other materials and supplies used by Airline that are incidental to the operation of Airline’s Air Transportation Business. Airline may: (i) provide food and beverages, at Airline's sole cost and expense, or install or maintain vending machines in its non -public Exclusive Use Space, for the sole use of Airline's employees, subject to the approval of the Executive Director, (ii) provide for its own in-flight kitchen for catering services to its passengers and crews, or to those of its Affiliates for consumption aboard aircraft, (iii) provide food and beverages to its customers and guests during irregular operations or emergencies, and (iv) provide food and beverages to its guests in a VIP-type club. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 12 I. The sale, disposition, or exchange of Airline’s aircraft, engines, accessories and other equipment, and materials or supplies (excepting fuel and lubricants), provided that (1) such items are not otherwise available on the Airport from a vendor other than another airline, and (2) such right shall not be construed as authorizing the conduct of a separate regular business by Airline, but as permitting Airline to perform only such functions as are incidental to the operation of its Air Transportation Business. J. The servicing by Airline, or by its suppliers of materials, or furnishers of services, of aircraft and other equipment operated by Airline including the provision of line maintenance, or other materials or supplies, in Exclusive Use Space or Preferential Use Space areas or other locations designated by the Executive Director. K. The right, but not the obligation, to join a consortium to perform certain operations and maintenance, janitorial, and passenger services that are the responsibility of Airline and other airlines. L. The installation, maintenance, and operation, at Airline’s sole expense, of identifying signs, posters, graphics and frequent flier program advertising on Airline Premises, subject to the prior written approval of the Executive Director. Such signs shall be substantially uniform in size, type and location with those of other airlines, consistent with City’s graphic standards and the Airport Rules and Regulations, and in compliance with all laws and ordinances. M. The installation, maintenance, and operation, at Airline’s sole expense, of such radio, meteorological, and aerial navigation equipment and facilities at suitable locations on the Airport subject to the prior written approval of the Executive Director. The use and location of such equipment and facilities shall not conflict , impede, or otherwise interfere with other similar equipment and facilities on the Airport; and the use and location of such equipment and facilities on the Airport shall be subject to payment of standard rental rates established by City for such use of the Airport. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 13 N. The installation, maintenance, and operation at Airline’s sole expense, of data and voice transportation, communications equipment (e.g. data, telephone, wireless), network infrastructure components, and support computers with their associated peripherals at suitable locations, as may be necessary or convenient for Airline operations suitable locations on the Airport subject to the prior written approval of the Executive Director. The use and location of such equipment shall not interfere with the use of other similar equipment on the Airport, and the use and location of such equipment on the Airport shall be subject to payment of such nondiscriminatory reasonable fee or charge as may lawfully be established by City for such use of the Airport by Airline. O. The right to participate in nonexclusive porter services in conjunction with all airlines serving the Airport to assist passengers with luggage. P. The right to provide curbside baggage check-in service, the location and operation of which shall be subject to the prior written approval of the City, the Airport Rules and Regulations, and the TSA. Q. The installation of personal property, including furniture, furnishings, supplies, machinery, and equipment, in Airline’s Exclusive Use Space as Airline may deem necessary, useful or prudent for the operation of its Air Transportation Business. Title to such personal property shall remain with Airline, subject to the provisions of this Permit. R. The construction of modifications, finishes, and improvements in Airline Premises as Airline may deem necessary or prudent for the operation of its Air Transportation Business, subject to the provisions of Section 5.05 of this Permit. Nothing in this Section 3.02 shall restrict City from requiring a permit and levying a charge on any person or company for conducting business at the Airport. Furthermore, City intends to levy a charge for such business conducted at Airport, including Airline’s provision of non-Air Transportation services to others, except for ground transportation services provided free of any fee or charge as set forth in DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 14 Section 3.02 (D) of this Permit. Limitations on Use of Airport In connection with the exercise of Airline's rights under this Permit, neither Airline nor any of its agents, employees, directors, officers, contractors, invitees, licensees, or representatives shall: A. Do anything that may interfere with the effectiveness or accessibility of the drainage and sewage system, electrical system, air conditioning system, fire protection system, sprinkler system, alarm system, fire hydrants and hoses, if any, installed or located on or at the Airport. B. Conduct a business of any kind at the Airport except its Air Transportation Business or interfere unreasonably with other persons or tenants leasing or lawfully using Airport facilities. Nothing in this Section shall be construed as in any way limiting the general powers of City to fully exercise its statutory functions. C. Have installed or maintained in, Preferential Use Space, or Joint Use Space amusement machines, vending machines, public pay phones, facsimile, copy machines, or other machines operated by coins, tokens or credit cards unless otherwise approved by the Executive Director. D. Not do or permit to be done anything, either by act or failure to act, that shall cause the cancellation or violation of the provisions, or any part thereof, of any policy of insurance for the Airport, or that shall cause a hazardous condition so as to increase the risks normally attendant upon operations permitted by this Permit. If Airline shall do or permit to be done any act not permitted under this Permit, or fail to do any act required under this Permit, regardless of whether such act shall constitute a breach of this Permit, which act or failure, in and of itself, causes an increase in City's insurance premiums, Airline shall immediately remedy such actions. E. Keep or store, at any time, flammable or combustible liquids except in DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 15 storage facilities especially constructed for such purposes in accordance with federal, State, and City laws including the Uniform Fire Code and the Uniform Building Code. For purposes of this Permit, flammable or combustible liquids shall have the same definitions as set forth in the most recent Uniform Fire Code. F. Do anything that may be in conflict with 14 CFR Part 139 or jeopardize the Airport’s FAA issued Operating Certificate. G. Do anything that may be in conflict with the Airport’s TSA approved Airport Security Plan or violate 14 CFR Part 1542. Airline Space A. Airline is hereby assigned Exclusive Use Space, Preferential Use Space, and Joint Use Space as identified in Exhibits B & C of this Permit. On or before the Effective Date, the City will issue to Airline a Premises Notice, that will designate which areas of the Airport, if any, the City will make available for Airline’s use as: (i) Exclusive Use Space, (ii) Preferential Use Space and (iii) Joint Use Space. B. Airline shall use Exclusive Use Space and Preferential Use Space for office purposes and the sale of Air Transportation, handling, ticketing, billing and manifesting of passengers, baggage, cargo, property and mail in the conduct of its Air Transportation Business or on behalf of any other Air Transportation Company authorized by the Executive Director to use the Airport. C. Airline shall use its Joint Use Space for purposes designated for such joint use area by the Executive Director. Employee Parking Facilities City will make reasonable efforts to make available area(s) at the Airport for vehicular parking for Airline's personnel employed at the Airport; provided, however, such area(s) shall not be used for the long-term storage of vehicles or trailers; and usage of the area(s) is subject to the Airport Rules and Regulations for such parking established by City at rates established by the City. Long-term DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 16 shall mean periods greater than two (2) weeks. Airline shall, on request of the Executive Director, provide verification that it is only providing parking for its employees employed at Airport. Access A. Subject to the terms of this Permit, the Airport Rules and Regulations, and such restrictions as Airline may impose with respect to its Exclusive Use Space, City hereby grants to Airline, its officers, representatives, agents, employees, passengers, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, and suppliers, the right and privilege of access, ingress and egress to the Terminal Building. B. The ingress and egress provided for in Section 3.06 (A) shall not be used, enjoyed or extended to any person engaging in any activity or performing any act or furnishing any service for or on behalf of Airline that Airline is not authorized to engage in or perform under the terms of this Permit unless that person is expressly authorized by the Executive Director. C. The Executive Director shall have the right at any time to close, relocate, reconstruct, change, alter or modify any such means of access provided for Airline’s use pursuant to this Permit or otherwise, either temporarily or permanently, provided that reasonable notice to Airline and a reasonably convenient and adequate means of access, ingress and egress shall exist or be provided in lieu thereof. City shall suffer no liability by reason thereof, and such action shall in no way alter or affect any of Airline’s obligations under this Permit, except to the extent the City violates the terms of this Section 3.06. RENTALS AND FEES Airline shall pay to City rentals and fees for use and occupancy of the Airport in the manner set forth in this Article 4 and Exhibit D. Airline acknowledges that the following fees and charges shall be subject to change as deemed necessary by the City and in accordance with the Signatory Airline Agreement. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 17 Landing Fees Airline shall pay to City monthly fees based on Aircraft Arrivals for the preceding month. Airline’s Landing Fees shall be determined as the product of the Non-Signatory Landing Fee Rate for the period and Airline’s Total Landed Weight for the month. Airline’s landed weight for the month shall be determined as the sum of the products obtained by multiplying the Maximum Gross Landing Weight of each Airline’s aircraft by the number of landings of each said aircraft during such month. Baggage Handling System Fees Throughout the Term of the Permit, Airline shall pay to City Non-Signatory Baggage Handling System Fees. Loading Bridge Fees Throughout the Term of the Permit, Airline shall pay to City monthly Loading Bridge Fees. Terminal Building Rentals “Terminal Building Rentals” shall be determined as the sum of Airline’s rentals for Exclusive Use Space, Preferential Use Space, Joint Use Space, Per Use Fees – Gates, and Per Use Fees – Ticket Counter. (Per Use Fees shall mean the sum of Per Use Fees – Gates, and Per Use Fees – Ticket Counter ). A. Airline’s annual Terminal Building Rentals for Exclusive Use Space and Preferential Use Space shall be determined as the Non-Signatory Airline Terminal Building Rental Rate multiplied by the amount of the corresponding type of space leased by Airline as Exclusive Use Space and Preferential Use Space as set forth in Exhibits B and C. B. Total Terminal Building Rentals for Joint Use Space shall be calculated as the Non-Signatory Airline Terminal Building Rental Rate multiplied by the DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 18 Airline’s share of the Joint Use Space. Airline’s share of the Joint Use Space shall be determined in accordance with the Joint Use Formula. City shall use Airline’s Monthly Activity Report, to be submitted by Airline to City in accordance with Section 4.05, for purposes of determining charges for Joint Use Space. C. The amount due by Airline for Per Use Fees shall be calculated as the product of each Non-Signatory Airline Per Use Fee for the applicable period and the number of times Airline used such space. City shall use Airline’s Monthly Activity Report, to be submitted by Airline to City in accordance with Section 4.05, for purposes of determining charges for Per Use Fees. Monthly Activity Report Airline shall furnish to the City, on or before the tenth (10th) day of each month, an accurate verified report detailing its operations for the previous month on forms prescribed by the Executive Director. Said report shall include the information presented in Exhibit G and shall be submitted electronically to pspmonthlyreporting@palmspringsca.gov. The acceptance by City of any payment made by Airline shall not preclude City from verifying the accuracy of Airline's report submitted to City as provided in this Section 4.05, or from recovering any additional payment actually due from Airline. Time of Payment The following sets forth the time of Airline payments of rents, fees, and charges to City: A. Rents and fees for Exclusive Use Space and Preferential Use Space shall be due and payable, without invoice, deduction, or setoff, in monthly installments in advance on or before the first day of each month. B. Landing Fees, BHS Fees, Loading Bridge Fees, Joint Use Fees, Per Use Fees – Gate, Per Use Fees – Ticket Counter, and Non-Terminal Building RON DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 19 Parking Fees for each month of operations shall be due and payable without deduction or setoff within fifteen (15) days after transmittal of an invoice by City, given that Airline’s monthly statistical report as required in Section 4.05 shall be received by the City within ten (10) days after the last day of the month after such month of operations. C. Airline shall faithfully collect and promptly remit to City (without notice or demand by City and in accordance with 14 CFR Part 158 (as this regulation may be amended from time to time) the proceeds of the City’s Passenger Facility Charge so long as the City has an approved Passenger Facility Charge in effect. D. Rents, fees, and charges not described in paragraphs (A), (B), and (C) above shall be due and payable within thirty (30) days after transmittal of a monthly invoice therefore by City. City will provide such invoice within thirty (30) days of activity for which charge is generated. E. The acceptance of any payment made by Airline shall not preclude City from verifying the accuracy of Airline's report and computations or from recovering any additional payment actually due from Airline or preclude Airline from later demonstrating that Airline's report was inaccurate and that a lesser amount was properly owed (and to recover any such overpayment). F. In establishing the rents, fees, and charges set forth in this Permit, City is anticipating timely payment of such rents, fees, and charges. Untimely payment of these rents, fees, and charges jeopardizes the operation of the Airport. Therefore, in the event that rents, fees, and charges are not paid timely by Airline, the Executive Director is authorized and directed to seek any necessary legal and administrative remedy to obtain collection of the unpaid rents, fees, and charges and to assure timely payment of future rents, fees, and charges. These remedies shall be in addition to late fees required herein and may include any of the following: 1. Seeking administrative relief through appropriate federal agencies, including the FAA. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 20 2. Equitable and judicial remedies. 3. Such other legal and administrative remedies as permitted by law. G. Failure to send a timely invoice does not relieve Airline from any obligation of payment. Payments Rents, fees, and charges shall be paid in United States Dollars by check payable to the City of Palm Springs, and shall be delivered or mailed, postage prepaid, to City of Palm Springs, Palm Springs International Airport (PSP), 3400 E. Tahquitz Canyon Way, Suite 1, Palm Springs, CA 92262. Passenger Facility Charges Airline agrees to faithfully collect and promptly remit to City (without notice or demand by City and in accordance with 14 CFR Part 158) the proceeds of the City's PFC so long as the City has an FAA approved PFC in effect. Airline shall pay the City interest for late payment of Passenger Facility Charge proceeds to City in accordance with Section 4.09. Further, both Airline and City hereby covenant to fulfill their responsibilities under the terms of 14 CFR Part 158. If legislation and regulations, in effect on the date of this Permit, governing passenger facilities charges, use fees, or similar charges on Airline’s passengers using the Airport are amended, changed, or eliminated during the term of this Permit, the City reserves the right to appropriately adjust such charges, levy new charges, revise charges, or implement additional charges as determined by the City to be necessary. City may seek PFC funding for PFC eligible projects rather than funding by Airline rates and charges. Interest on Overdue Payments In the event that Airline is delinquent for a period of seven (7) calendar days or more from the date when due in paying City any such rentals, fees or charges, DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 21 and Airline fails to cure any such delinquency within five (5) business days after receiving written notice from City, Airline shall pay City interest thereon, from the date such rents, fees or charges become payable to the date of payment at the rate of one and one-half percent (1.5%) per month; provided, however, that if the maximum rate then provided by law is less than one and one -half percent (1.5%) per month, then the rate shall be such maximum legal rate. Provision Against Setoffs It is the obligation of Airline to pay all fees and charges, free of any setoffs or claims, in the amount and at the times specified in this Permit. In the event that Airline desires to contest the validity or amount of any such fees and charges, Airline shall first pay the same to City and may then seek a refund in any appropriate forum. Contract Security A. Unless Airline has provided regularly scheduled flights to and from the Airport pursuant to a permit or Signatory Airline Agreement with City for no less than eighteen (18) consecutive months prior to the Effective Date without violating such agreement beyond any applicable cure period, Airline shall provide City with a clean, irrevocable letter of credit, surety bond or other security acceptable to City (“Contract Security”) in an amount equal to City’s estimate of three (3) months’ fees and charges payable by Airline hereunder, to guarantee the faithful performance by Airline of its obligations under this Permit and the payment of all fees and charges due hereunder. The Contract Security shall be in a form and issued by a company reasonably acceptable to City. In the event that any such Contract Security shall be for a period of less than the full period required by this Permit, or if the Contract Security may be canceled, Airline shall provide a renewal or replacement Contract Security at least sixty (60) days prior to the later of: (1) the date the Contract Security expires, or (2) the effective date of cancellation of the Contract Security. B. The parties acknowledge and agree that any Contract Security provided DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 22 by Airline will not be considered “property of the estate” for purposes of the United States Bankruptcy Code, it being understood that any Contract Security is property of the third party providing it (subject to City’s ability to draw against the Contract Security) and that all PFCs collected by Airline with respect to Enplaned Passengers at the Airport (other than any portion for Airline’s expenses or that is reimbursable to a ticket purchaser), are property of City. Payment of Utility Charges Airline shall pay promptly for all utilities and utility services used by Airline at or in Airline’s Exclusive Use Space or Preferential Use Space in excess of those utility services specifically provided by City. Airline expressly waives any and all claims against City for compensation for any and all loss or damage sustained by reason of any defect, deficiency or impairment of any water supply system, drainage or sewer system, gas supply system, telephone system, electrical supply system, or electrical apparatus or wires serving the Airline Premises. No Other Fees and Charges Except as expressly provided for in this Permit, no further rentals, fees, or charges shall be charged against or collected by City from Airline, for the Airline Premises, facilities, rights, licenses, and privileges granted to Airline under this Permit. However, City expressly reserves the right to assess and collect reasonable fees for fuel sales, ground handling services, fuel flowage, fueling services, inflight catering, food/beverage sales, vending, parking, and commercial ground transportation. Also, City expressly reserves the right to assess and collect a Passenger Facility Charge in accordance with Section 4.08. Anything in this Permit to the contrary notwithstanding, this Section 4.13 shall not be interpreted or understood as contracting away any City governmental authority. Incorporation of Exhibit D. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 23 Adjustments to Non-Signatory Airline rates for rentals, fees, and charges shall apply without the necessity of formal amendment of this Permit. Upon each adjustment a revised Exhibit D shall be prepared by the City and submitted to Airline. Said exhibit shall then be deemed part of this Permit without formal amendment thereto. MAINTENANCE, REPAIR, ALTERATIONS AND IMPROVEMENTS Designation of Maintenance and Operation Responsibilities In addition to the obligations of Airline and City set forth in this Article 5, responsibilities for maintenance, cleaning, and operation of the Airport shall be as set forth in Exhibit E, attached hereto and made a part hereof. Airline and City agree that the provisions of this Article 5 and Exhibit E in no way void or limit Airline’s right, but not obligation, in conjunction with other airline’s operating at the Airport, to form a consortium to perform certain operations and maintenance, janitorial, and passenger services that are the responsibility of Airline and other airlines in accordance with Section 3.02K. Airline’s Responsibilities It is understood and agreed that Airline and City shall have the following maintenance and repair obligations: A. Airline agrees that by commencing occupancy of all Exclusive Use Space and Preferential Use Space assigned to it pursuant to this Permit, Airline is representing that such space is in good and tenantable condition. B. Airline shall at its sole expense and in a manner acceptable to the Executive Director: 1. Maintain its Exclusive Use Space in a neat, sanitary, safe, clean, presentable, and orderly condition. 2. Maintain its Preferential Use Space in a neat, clean and orderly DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 24 condition, free from litter, debris, refuse, petroleum products or grease which result from the activities of its officers, representatives, agents, employees, passengers, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, or suppliers; including the removal of all oil and grease spillage that is attributable to Airline’s aircraft or equipment. 3. Perform ordinary preventive maintenance and upkeep and nonstructural repair of all facilities located in Exclusive Use Space that is not in Public View. 4. Immediately repair any damage in any other space at the Airport caused by Airline, its officers, representatives, agents, employees, passengers, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, or suppliers. C. After written notice and an opportunity for Airline to cure, City may, at the sole discretion of the Executive Director, provide any or all of the above delineated maintenance and repair obligations that are not timely performed by Airline and recover its entire cost plus an administrative charge equivalent to no more than fifteen percent (15%) of the entire cost from Airline as Additional Charges. City’s Responsibilities A. City, during the term of this Permit, shall retain FAA Airport Certification in accordance with 14 CFR Part 139 and keep the Airport in reasonably good repair. B. City shall equip, furnish, and decorate the areas in Public View of the Terminal Building except for Airline baggage service offices. C. City shall provide and supply Airline’s Exclusive Use Space heat, electricity, air conditioning, wastewater disposal, water, pest control and access to trash and recycling receptacles. D. City shall provide and supply to the areas in Public View of the Terminal DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 25 Building heat, electricity, light, air conditioning, wastewater disposal, water, and janitorial services, including trash removal and recycling receptacles. Interruptions of services shall not constitute a breach of this Permit by City, but City shall use its best efforts to restore such service after interruption. E. The undertakings by City under this Section 5.03 do not relieve Airline of its duties to maintain all Airline Premises (as set forth in this Permit, including Exhibit E) and to use Joint Use Space with due care. City’s Right to Inspect and Make Repairs City, by its officers, employees, agents, contractors, subcontractors and other representatives, shall have the right, at such times as may be reasonable under the circumstances, and after reasonable notice (except in the case of an emergency) to enter Airline’s Exclusive Use Space, Preferential Use Space and Joint Use Space for the following purposes: A. To inspect such space to determine whether Airline has complied and is complying with the terms and conditions of this Permit. B. To exercise its governmental functions relating to the public health, safety, good conduct and the proper management of the Airport. C. To accomplish repairs or replacements by City required of City by Section 5.03, or in any case where Airline is obligated to make repairs or replacements and has failed to do so, after reasonable notice, make such repairs or replacements on Airline’s behalf. D. In the exercise of City’s right to inspect, no such entry by or on behalf of City upon any Exclusive Use Space, Preferential Use Space and Joint Use Space leased to Airline shall be deemed to constitute an interference with the possession and quiet enjoyment thereof by Airline. Alterations and Improvements DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 26 A. No improvements, alterations or additions including, but not limited to, repainting, redecorating, and re-carpeting shall be made in or about Airline’s Exclusive Use and Preferential Use Space by Airline without first obtaining written consent of City. All such improvements, structure, alterations, additions and work shall be in full accordance with all written conditions prescribed by the City. Prior to the construction of any improvements, Airline shall submit to City for review and approval, the plans of such improvements, including the color of all paint and carpet. Such plans shall conform to the general architectural scheme and overall plans adopted by the City for the Terminal Building. B. Upon approval by the City of Airline’s plans as required in Section 5.05.A, Airline shall cause the construction called for by said plans to be commenced and completed with reasonable dispatch. Upon completion of any improvement, Airline shall furnish to City, at no charge, a complete set of working drawings of the improvement as constructed in a form and manner required by City. C. All improvements, alterations, or additions constructed by Airline in the Airline’s Premises, including the plans and specification therefor, shall conform in all respects to the applicable statutes, ordinances, building code, rules and regulations of the City of Palm Springs and such other governmental authority as may have jurisdiction at the Airport. City’s approval, as provided for in this Section 5.05, shall not constitute a representation or warranty as to such conformity which shall remain Airline’s responsibility. Airline, at its own cost and expense, shall procure all permits necessary for such construction. D. All renovation or construction by Airline pursuant to this Section 5.05 shall be at Airline’s sole cost and expense. Airline shall keep its Airline Premises, and the improvements constructed thereon, free and clear of all liens and shall pay all costs for labor and material arising out of such construction and shall hold City harmless from any liability in respect thereto. Airline shall have the right to contest any and all liens filed against its Airline Premises. Airline further agrees that City shall have the right to post notices of non-responsibility as provided by Sections DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 27 3094 and 3129 of the Civil Code of the State of California. E. Airline shall make no structural alterations to the roof, walls, or floors of any permanent structures in which Airline’s Premises are located without first obtaining City’s written consent. F. Any and all improvements, alterations, or additions erected or installed by Airline upon the Airline’s Premises shall become a part of the land on which they are erected and title thereto shall thereupon vest in City upon the expiration or sooner termination of this Permit. G. Airline shall be financially responsible for, and shall indemnify and hold City harmless from, damage to the Terminal Building caused by Airline, its officers, representatives, agents, employees, passengers, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, or suppliers . In the event that Airline fails to timely repair any such damage, the City, after reasonable written notice to Airline, may repair such damage on Airline’s behalf, and the City may recover its entire cost plus a reasonable administrative charge (not to exceed fifteen percent (15%) of the entire cost) from Airline as Additional Charges. H. Airline acknowledges Airline’s Premises are located within a public building and, as such, any improvements, alterations, or additions constructed by Airline may be subject to payment of prevailing wage under the provisions of the California Labor Code. To the extent any such work is subject to prevailing wage requirements, the following shall apply: 1. Airline shall and shall cause its contractors and subcontractors to pay prevailing wages in the construction of any such improvements, alterations or additions as those wages are determined pursuant to Labor Code Sections 1720 et seq.; to employ apprentice s as required by Labor Code Sections 1777.5 et seq.; and comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810 -1815 and the DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 28 implementing regulations of the Department of Industrial Relations (the “DIR”) for all such Labor Code sections. 2. Airline shall indemnify, hold harmless and defend to the extent permitted by law, City, its councilmembers, commissioners, officials, employees, and agents, against any claim for damages, compensation, fines, penalties, or other amounts arising out of the failure or alleged failure of Airline, or its consultants, subconsultants, contractors or subcontractors to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., to hire apprentices in accordance with Labor Code Sections 1777.5 et seq., or to comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810 -1815 and the implementing regulations of the DIR in connection with any improvements, alterations, or additions constructed by Airline. The provisions of this Section shall survive termination of this Permit. DAMAGE OR DESTRUCTION, INSURANCE, INDEMNIFICATION AND RELEASE OF LIABILITY Damage or Destruction A. Airline shall promptly repair or replace any property of the City damaged or destroyed by the Airline operations hereunder. Airline shall not install any fixtures or make any alterations or improvements in or additions or repairs to any property of the City except without the prior written approval of the City’s Airport Director. B. On the execution of this Permit, Airline shall deposit with City the amount of TWENTY FIVE THOUSAND DOLLARS ($25,000) as security for the performance by Airline of Airline’s obligations under this Permit (the “Security Deposit”). If Airline otherwise defaults with respect to any provisions of this Permit, City may use, apply, or retain all or any portion DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 29 of the Security Deposit for payment of any charge in default or for payment of any other sum to which City may become obligated by reason of Airline’s default, or to compensate City for any loss or damage which City may suffer thereby. If City so uses or applies all or any portion of the Security Deposit, Airline shall within thirty (30) days after written demand therefore deposit cash with City in an amount sufficient to restore the Security Deposit to the full amount hereinabove stated, and Airline’s failure to do so shall be a material breach of this Permit. If Airline performs all of Airline’s obligations under this Permit, the Security Deposit, or so much thereof as has not theretofore been applied by City, shall be returned without payment of interest or other increment for its use to Airline at the expiration of the term hereof. No trust relationship is created between City and Airline with respect to the Security Deposit. Insurance A. By use and occupancy of the Airport, Airline understands and agrees that it shall, at its expense purchase and maintain or cause to maintain in force the following insurance coverage for itself and its officers, agents, employees passengers, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees and suppliers. Airline shall maintain in full force and effect the forms of insurance specified under this Section 6.02. All such insurance hereunder shall be maintained with insurance underwriters who have a Best’s Key Rating Guide/Property-Casualty/United States or www.ambest.com or an equivalent financial strength rating from the S&P, Moody’s, or Fitch. All liability insurance policies shall provide coverage which includes, or has the same substantive effect as, the following wording: 1. The City of Palm Springs, its governing Board and each of its officers, directors, officials, employees, and authorized agents and DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 30 volunteers, (collectively, “City Additional Insureds”), in their respective capacities as such, shall be included as additional insureds hereunder as respects to liability caused, in whole or in part, by the acts or omissions of Airline, or the acts or omissions of those acting on behalf of Airline; or premises owned, occupied or used by Airline in conjunction with work or services provided by Airline to the extent of the named insured’s obligations under its Permit with the City of Palm Springs. Such required liability policy shall contain a Severability of Interest (Cross Liability) clause which states “It is agreed that the insurance afforded by these policies shall apply separately to each insured against whom a claim is made or a suit is brought with respect to the limits of the Airline’s liability. 2. It is agreed that this insurance policy shall apply as primary and any insurance or self-insurance as may be maintained by the City of Palm Springs, its governing Board, officers, directors, officials, employees, and authorized agents and volunteers shall apply in excess of and shall not contribute with insurance provided by this policy. 3. This insurance shall not be materially changed, altered, canceled, or non-renewed until after thirty (30) days advance written notice has been given to the City of Palm Springs. Ten (10) days advance written notice shall be given to the City of Palm Springs in the event of cancellation of this insurance due to non-payment of premiums by Airline and seven (7) days, or such lessor period, as may be customary, advance written notice shall be given to the City of Palm Springs in the event of cancellation due to war and associated perils. Prior to the effective date of this Permit, Airline shall furnish City with evidence of all insurance policies. Prior to the expiration of any then-current policy of insurance, Airline shall deliver to City evidence showing that such insurance coverage has been renewed. At least five (5) calendar days prior DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 31 to the date of cancellation or reduction of coverage, as received in the written notice from the insurer, Airline shall deliver to the Executive Director evidence showing reinstatement or other provision for the required insurance. All such evidence shall be in the form of certificates of insurance reasonably satisfactory to the Executive Director, accompanied by a copy of an endorsement, if applicable, to each policy containing the language required by Section 6.02(A) and, if applicable, cross liability coverage shall be in the following amounts: B. Aircraft liability insurance and comprehensive form airline liability or airport liability insurance, covering bodily injury, personal injury, property damage, products/completed operations liability, premise liability, and contractual liability specifying this Permit, with a liability limit of not less than three hundred million dollars ($300,000,000) combined single limit per occurrence . Said limit shall be reduced to $150,000,000 where Airline’s maximum seating capacity on any airplane operated by Airline is thirty (30) or less. With respect to coverage for products/completed operations and personal injury, except with respect to passengers, a sublimit of not less than twenty five million dollars ($25,000,000) per occurrence, and in the annual aggregate, shall be permitted . Said aircraft liability shall be applicable to owned, non-owned, and hired aircraft. C. Automobile liability insurance with a liability limit of not less than five million dollars ($5,000,000) for all owned, non-owned, and hired vehicles operated by or on behalf of Airline on the Airport, including any additional or replacement vehicles. D. Liquor liability insurance for Airline serving alcoholic beverages in an amount not less than ten million dollars ($10,000,000) per occurrence. E. Employer’s liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 32 F. Airline shall likewise maintain workers’ compensation insurance or evidence of self-insurance, if applicable, in accordance with the laws of the State of California, covering all its employees who may from time to time be at the Airport in such capacity. Airline shall require each of its agents, licensees, subcontractors, and suppliers of the Airline Premises to maintain such workers’ compensation insurance covering their employees coming on the Airport in connection with Airline’s operations hereunder. The workers’ compensation policy(s) required hereunder shall be endorsed to state that the workers’ compensation carrier waives its right of subrogation against the City of Palm Springs, its governing Board, officers, directors, officials, employees, and authorized agents and volunteers. Upon request by the Executive Director, Airline shall furnish the Executive Director with a certificate of insurance of such workers’ compensation insurance in a form reasonably acceptable to City. G. Pollution coverage sufficiently broad enough to respond to bodily injury or property damage resulting from Airline abnormal operations with a limit not less than $5,000,000 on an occurrence basis. This policy can be provided either by endorsement to the Aviation Liability Coverage in Section 6.02.B. or by a separate policy. H. The parties understand and agree that the minimum limits of the insurance herein required may become inadequate during the term of this Permit, and Airline and City agree that each will increase such minimum limits by reasonable amounts on request of the Executive Director with concurrence of City Risk Manager. I. The City, at its sole option, may immediately terminate this Permit should Airline fail to obtain or maintain in force the insurance required herein. J. If any claim for damages is filed with Airline or if any lawsuit is instituted against Airline, Airline shall give prompt and timely notice thereof to the Executive Director, provided that claims and lawsuits subject to such notice are only those that arise out of or are in any way connected with Airline’s or its officers’, DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 33 representatives’, agents’, employees’, passengers’, guests’, patrons’, contractors’, subcontractors’', licensees’, subtenants’, invitees’, or suppliers’ use of the Airline Premises or Airline's operations or activities in regard to the Airport and that in any way, directly or indirectly, contingently or otherwise, affect or might reasonably affect City. Notice shall be deemed prompt and timely if given within thirty (30) calendar days following the date of receipt of a claim or ten (10) calendar days following the date of service of process of a lawsuit. Accident or property damage claims in an amount less than ten thousand dollars ($10,000) shall be excluded from the requirements of this Section 6.02.J. K. If any claim for damages is filed with City or if any lawsuit is instituted against City, City shall give prompt and timely notice thereof to Airline, provided that claims and lawsuits subject to such notice are only those that arise out of or are in any way connected with the operation of the Airport by City and that in any way, directly or indirectly, contingently or otherwise, affect or might reasonably affect Airline. Notice shall be deemed prompt and timely if given within thirty (30) calendar days following the date of receipt of a claim or ten (10) calendar days following the date of service of process of a lawsuit. Accident or property damage claims in an amount less than ten thousand dollars ($10,000) shall be excluded from the requirements of this Section 6.02.K. L. In the event Airline chooses to provide self-insurance to satisfy any requirements of this Section, Airline shall submit to City for approval all self- insurance retentions (SIR) to be declared by Airline. The City may require Airline to purchase insurance coverage with a lower retention or provide a Certificate of Insurance evidencing the existence of such insurance coverage to pay losses and related investigations, claim administration, and defense expenses within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Airline and shall not apply to the City Additional Insureds. Indemnification To the fullest extent permitted by law, Airline shall indemnify, defend and DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 34 hold harmless the City of Palm Springs, its governing Board, officers, directors, officials, employees, and authorized volunteers and agents, (collectively “Indemnified Parties”), from and against any and all claims, demands, actions, losses, liabilities, damages, and all expenses and costs incidental thereto (collectively “Claims”), including cost of defense, settlement, arbitration, and reasonable attorneys’ fees, sustained by any person or to any property in, on, or about the Airport, or Airline Premises used or occupied by Airline for Airline’s operations or activities resulting from injuries to or death of persons, including but not limited to employees of either party hereto, and damage to or destruction of property or loss of use thereof, including bu t not limited to the property of either party hereto, arising out of, pertaining to, or resulting from the acts or omissions of the Airline, its officers, directors, officials, employees, volunteers, agents, representatives, contractors, subcontractors invitees, passengers, guests, subtenants and suppliers, excepting only such injury, death or damage to the extent it is caused by the negligence of one or more of the Indemnified Parties. Airline shall not be liable for any Claims arising from the sole negligence or willful misconduct of one or more of the Indemnified Parties where such indemnification would be invalid under Section 2782 of the Civil Code This indemnity shall not be limited by the types and amounts of insurance or self-insurance maintained by the Airline. Nothing in this Indemnity shall be construed to create any duty to, any standard of care with reference to, or any liability or obligation, contractual or otherwise, to any third party. The provisions of this indemnity shall survive the termination or expiration of this Permit. Release of Liability Regarding Certain Damages A. City shall not be liable for, and is hereby released from, all liability to Airline, Airline’s insurance carrier, or anyone claiming under or through Airline for DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 35 bodily injury or any loss or damage to real or personal property occasioned by flood, fire, earthquake, lightning, windstorm, hail, explosion, terrorism, riot, strike, civil commotion, military confrontation, smoke, vandalism, malicious mischief, acts of civil disobedience, acts of civil authority, forfeiture, or any other cause beyond City’s control. B. City shall not be liable for, and is hereby released from al l liability to Airline, Airline’s insurance carrier, or anyone claiming under or through Airline for any loss or damage whatsoever to the property or effects of Airline resulting from the discharge of water or other substances from pipes, sprinklers, or conduits, containers or appurtenances thereof or fixtures thereto, or for any damage resulting from the discharge or failure of electric current, regardless of cause or origin, except for such damage as may be caused by reason of the negligence of City, its employees or agents. ENVIRONMENTAL COMPLIANCE Definitions The following definitions shall apply as used in this Article 7: A. “Environmental Laws” shall mean all present and future federal, state, and local statutes, regulations, ordinances, permits, codes, orders, limitations, restrictions, or prohibitions of any governmental authority, including City codes and orders, relative to the occupancy and use of the Airline Premises, the Airport and Airfield Area regarding the environment, including, without limitation, Pollutants, wetlands, waters of the United States, areas inhabited by Endangered, Threatened, or Sensitive Species, the protection of the environment, public health, welfare or safety, including, without limitation, those related to Pollutants (as such terms are defined herein). B. “Endangered, Threatened and Sensitive Species ” shall mean any flora or fauna identified by the provisions of the California Endangered Species Act (California Fish and Game Code §2050, et seq.), the Federal Endangered Species DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 36 Act (16 U.S.C. §§1531-1543), and the Federal Migratory Bird Treaty Act (16 U.S.C. §§703-712) on the Airport. C. “Hazardous Material” shall mean any substance whether solid, liquid, or gaseous in nature: 1. the presence of which requires investigation or remediation under any federal, state or local statute, regulation, ordinance, order or common law; or 2. which is or becomes defined as a hazardous waste, hazardous substance, pollutant or contaminant under any federal, state, or local statute, regulation, rule, or ordinance, or amendments thereto, including, without limitation, the following: (a) Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§9601-9675); (b) Resource Conservation and Recovery Act (42 U.S.C. §§6901-6992); (c) Clean Air Act (42 U.S.C. §§7401-7642); (d) Clean Water Act (33 U.S.C. §§1251-1387); (e) state and federal regulations relating to storm water discharges, including without limitation, 40 CFR Part 122; or 3. the presence of which on the Airport causes or threatens to cause a nuisance upon the Airport or to adjacent properties o r poses or threatens to pose a hazard to the health or safety of persons on or abo ut the Airport; or 4. without limitation, which contains gasoline, diesel fuel, other petroleum hydrocarbons, natural gas, liquids, polychlorinated biphenyls (PCBs), asbestos, or lead-based paint; or 5. defined as a “Hazardous Waste” or “Extremely Hazardous Waste” or “Restricted Hazardous Waste” under Sections 25115, 15117 or 25122.7 or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Con trol Law); or DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 37 6. defined as a “Hazardous Substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter- Presley-Tanner Hazardous Substance Account Act); or 7. defined as a “Hazardous Materials” or “Hazardous Substance” or “Hazardous Waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); or 8. defined as a “Hazardous Substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); or 9. including petroleum; or 10. including asbestos; or 11. listed under this Article 7 or defined as “Hazardous Wastes” or “Extremely Hazardous” pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20; or 12. designated as a “Hazardous Waste” pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317); or 13. defined as a “Hazardous Waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903); or 14. defined as a “Hazardous Substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601). D. “Process Water” shall mean water which contains Hazardous Material or Solid Waste from any point or non -point source subject to the Clean Water Act, amendments thereto, and regulations promulgated pursuant thereto, including DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 38 without limitation, requirements of the National Pollution Discharge Elimination System Program and the State of California Porter-Cologne Water Quality Control Act. E. “Pollutants” shall mean Hazardous Materials, Solid Wastes, and Process Waters (as such terms are defined herein). F. “Release” shall mean any depositing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment, regardless of intent. G. “Solid Waste” shall have the same meaning as in the Resource Conservation and Recovery Act and shall include sewage. Duty to Comply with Environmental Laws Airline shall, relative to its occupancy and use of the Airline Premises, the Airport, and the Airfield Area, comply with all Environmental Laws. Liability and Responsibility for Corrective Action Airline shall be liable and responsible for any Release of Pollutants arising out of the Airline’s occupancy or use of the Airline Premises, or Airport, or Airfield Area, which is caused by Airline, or its employees, agents, representatives, or Affiliates (hereinafter “Airline Release”). Liability and responsibility for such Airline Releases shall include, but not be limited to: A. all immediate actions reasonably necessary under Environment Laws to promptly control any such Airline Release and to mitigate any immediate threat to public health, safety, and the environment resulting from such Airline Release; B. any further repairs or corrective actions, conducted in a timely manner, reasonably necessary under Environmental Laws to remediate the Airline Release and to protect public health, safety, and the environment, and to bring the affected areas on or outside the Airline Premises, or Airport, or Airfield Area into compliance DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 39 with Environmental Laws and other applicable regulatory requirements; C. damages to persons, property and the Airline Premises, or Airport, or Airfield Area resulting from such Airline Release; D. all claims resulting from those damages; E. fines imposed by any governmental agency to the Airline Release, and F. any other liability as provided by law. If Airline causes, or permits the use or storage of Hazardous Materials resulting in a release of Pollutants on the Airport, then Airline shall indemnify, defend and hold harmless City, its governing Board, officers, directors, officials, employees, and authorized volunteers and agents, (collectively “Indemnified Parties”) from and against, any and all claims, demands, actions, judgments, damages, penalties, fines, costs, liabilities or losses, and all expenses and costs incidental thereto (collectively “Claims”) including cost of defense, settlement, arbitration and reasonable attorneys’ fees, which arise during or after the term of this Permit as a result of such a Release of Pollutants . This indemnification of City by Airline includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean up, remedial, removal or restoration work required by any Federal, State or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Airport, excepting pre-existing conditions. Without limiting the foregoing, if the presence of any Hazardous Material caused or permitted by Airline results in any Release of Pollutants, Airline shall promptly take all actions at its sole expense as are necessary to render the Airport in compliance with all Environmental Laws; provided that City’s approval of such actions shall first be obtained, which approval shall not be unreasonably conditioned, delayed, or withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Airport. City shall have a direct right of action against Airline to enforce this provision. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 40 Right to Inspect and Test The City, or its designated representatives, may at any time during the term of this Permit enter upon the Airline Premises and make any inspections, assessments, investigations, audits, tests or measurements City deems reasonably necessary, including boring into surfaces or the ground, in order to determine if a Release of Pollutants has occurred. City shall give Airline a minimum of forty-eight (48) hours’ notice in writing prior to conducting any inspections or tests, unless, in City’s reasonable judgment, based on significant release of hazardous materials or other emergency situation, circumstances require otherwise, and such tests shall be conducted in a manner so as to minimize any inconvenience and disruption to Airline's operations. If such tests indicate a Release has occurred, then City will confer with the airline to determine the party responsible for such Release. If the Airline is determined to be the responsible party the City may require Airline, at Airline's expense, to have tests for such Pollutants conducted by a qualified party or parties on the Airline Premises, or Airport, or Airfield Area, as required by Environmental Law. If Pollutants that originated from an Airline Release have impacted any area outside the Airline Premises, including but not limited to surface, subsurface, surface water, and groundwater, then City, at City’s reasonable discretion, may require Airline, at Airline’s expense, to have tests for such Pollutants conducted by a qualified party or parties on said area outside the Airline Premises, or Airport, or Airfield Area as required by Environmental Laws. Duty to Furnish Information At the reasonable written request of the City in advance, Airline shall make available for inspection and copying any or all non-privileged substantive documents and materials that Airline possesses associated with Airline ’s operations at or occupancy or use of the Airline Premises, or Airport, or Airfield Area by Airline, including without limitation any and all associated records, test results, studies or other documentation regarding environmental conditions DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 41 relating to Airline’s use, storage, or treatment of any Hazardous Materials or Solid Wastes or Process Waters. Immediately upon receipt by Airline (and in no event later than five (5) business days after receipt), Airline shall provide the City with copies of any notice or other document issued to Airline (or any employee, agent, contractor, sub - lessee, or any other third party under Airline’s direction or control) by any governmental agency alleging non-compliance or investigating potential non- compliance with any Environmental Laws (i) arising out of the occupancy or use of the Airline Premises, or Airport, or Airfield Area by Airline, or (ii) at the Airport and alleged to have arisen in whole or in part from Airline operations, activities, actions or omissions of Airline or third parties under Airline’s direction or control. At the request of the City (but in no event more than thirty (30) days after such request), the Airline shall provide the results of any tests conducted by Airline or Airline’s qualified party at the Airline Premises, the Airport or Airfield Area, including but not be limited to, comprehensive soil, emission, material, Process Water, surface water or groundwater sampling and testing or other procedures to determine any actual or possible Release of Pollutants. Airline shall report such known or identified Releases to City within seventy- two (72) hours. If (i) such Releases are determined to be an Airline Release, and (ii) necessary to determine compliance with Environmental Laws, Airline shall diligently proceed to identify the horizontal and vertical extent of the Release, how it will be controlled or mitigated or remediated as required by Environmental Law(s), when and by whom it will be controlled or mitigated or remediated, and the cost of such corrective actions. By way of clarification, the above requirements shall not apply to the extent that a Release of Pollutants. If Airline provides privileged or confidential materials to City, City agrees to not disclose such materials unless required by law. To the extent that the Airline is subject to disclosure requirements under the California Public Records Act (Govt. Code § 6250 – 6276.48) or other federal, state, and local public record laws DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 42 (collectively, “the Disclosure Laws”), the following additional terms apply: In the event the City receives a request for disclosure of such information or disclosure under the Disclosure Laws, then City will provide Airline with reasonable prior notice, and in no case less than ten (10) days’ notice, of the request prior to disclosing the information or documentation. If Airline claims the information or documentation is exempt from disclosure under the Disclosure Laws, it must obtain a protective order, injunctive order, or other appropriate remedy from a California court of law before the City’s deadline for responding to the request. If Airline fails to obtain such judicial relief within that time, the City may disclose the requested information without any penalty or liability to Airline. Term of Environmental Provisions The provisions of this Article, including the representations, warranties, covenants and indemnities of Airline, shall expressly survive termination of this Permit and Airline’s obligations and liabilities under this Article shall continue so long as City bears any liability or responsibility under the Environmental Laws arising from Airline’s occupancy or use of the Airline Premises, or Airport, or Airfield Area during the term of this Permit. Sustainability Airline shall, relative to its occupancy and use of the Airline Premises, the Airport, and the Airfield Area, comply with all Environmental Laws, and where appropriate, will work collaboratively with the City to help meet the City’s sustainability initiatives. ASSIGNMENT Assignment and Sublease Airline shall not at any time sublet, assign, transfer, convey, mortgage, pledge, or encumber its interest under this Permit, or any part of the leased space, to any party other than a wholly owned subsidiary of Airline, to any Airline DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 43 Transportation Company under the same control as the parent company of Airline, or corporation with which Airline may merge or consolidate, without prior written approval of the City. RULES AND REGULATIONS, COMPLIANCE WITH LAW, NONDISCRIMINATION Covenant Against Discrimination. A. In connection with its performance under this Permit, Airline agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, 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, physical or mental disability, or medical condition (each a “prohibited basis”), be excluded from participating in any activity conducted with or benefiting from Federal assistance. If Airline transfers its obligation to another, the transferee is obligated in the same manner as the Airline. This provision obligates the Airline for the period during which the Airline, or its successor, operates at the Airport and the City remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. B. Airline shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Permit, and in executing this Permit, 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 DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 44 provision of benefits, relating to non-discrimination in City contracting. C. Airline further represents and warrants to City that as a condition of the use of Airport services and facilities, Airline shall comply with all applicable provisions of the Federal Nondiscrimination requirements set forth in Exhibit H. Airport Rules and Regulations A. City, in its governmental capacity, has adopted and will enforce the Airport Rules and Regulations which are the laws, rules, regulations, policies, and other written guidance documents respecting the occupancy and use of the Airport, its services, and facilities by persons, vehicles, aircraft, and equipment that in the City’s opinion will reasonably ensure the safe, efficient, and economically practicable operation of the Airport and provide for the safety and convenience of those using the Airport, and to protect the Airport and its facilities and the public from damage or injury resulting from operations on, into, and from the Airport. B. Airline shall observe and obey all Airport Rules and Regulations. City agrees that its Airport Rules and Regulations shall not be inconsistent with the express terms of this Permit or any law, regulation or directive of the FAA or of any other federal or State agency. Copies of the Airport Rules and Regulations, as promulgated, shall be made available to Airline’s local manager by the Executive Director. City shall provide Airline with reasonable notice prior to adoption of any new or amended Rules or Regulations in order to provide Airline with the opportunity to comment on same prior to adoption. Airline, upon written request to the Executive Director, shall be furnished (at the notice address provided herein and to Airline's on-Airport manager) a current version of any such Airport rules or regulations and any amendments thereto. C. Airline shall take all reasonably necessary steps to ensure that its officers, agents, employees, representatives, contractors, subcontractors, licensees or invitees fully comply with all Airport Rules and Regulations. D. City shall prescribe penalties and injunctive remedies for violations of the DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 45 Airport Rules and Regulations, and these penalties and injunctive remedies may be applied by the Executive Director to Airline for violations by any of Airline's officers, representatives, agents, employees, passengers, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, or suppliers. Compliance with Law Airline shall not, in connection with any of its activities or operations, use any of the Airport’s facilities or permit the same to be used by any of its officers, representatives, agents, employees, contractors, subcontractors, licensees, subtenants, invitees, or suppliers for any illegal purpose and shall: A. Comply with all applicable ordinances, laws, and rules and regulations of any city, City, state, federal government or agency that has jurisdiction to pass laws or ordinances or to make and enforce rules and regulations governing conduct on and operations at the Airport and the use of its facilities. B. Strictly comply with existing or future Department of Homeland Security – TSA rules, regulations or requirements, including but not limited to the TSA approved Airport Security Program, 49 CFR Part 1542, directives issued by the Executive Director relating to Airport security, or other regulations concerning Airport security C. Make, at its own expense, all nonstructural improvements, repairs and alterations to its Exclusive Use Space, Preferential Use Space, equipment, and personal property that are required to comply with or conform to any of such laws, ordinances, and the rules and regulations referred to in Section 9.02. D. Reimburse City for a pro rata portion of all nonstructural improvements, repairs and alterations that are required to comply with or conform to any of such laws, ordinances and rules and regulations referred to in Section 9.02. E. Be and remain an independent contractor with respect to all installations, construction and services performed hereunder by or at the request of City. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 46 Amendment Required by FAA This Permit may be amended without further consideration for the purpose of complying with FAA requirements. Assurances Required By FAA Airline will, at all times during this Permit, comply with the applicable provisions of the FAA’s “Airport Sponsor Assurances” (Assurances) and any subsequent revisions, updates, or amendments thereto. City is not responsible for notifying Airline of any changes to the Assurances. Airline is required to contact the FAA for any updates or revisions. The Airline shall include compliance with these Assurances in all other agreements it enters into with third parties, pertaining to, referencing or otherwise related to activities regarding the Airline Premises. The Assurances document is available on the FAA’s website. 14 CFR Part 382 Boarding Assistance for Aircraft Compliance Airline, when required by 14 CFR Part 382 or any other laws, rules or applicable regulations now or hereafter adopted by federal or state governments, shall provide certain facilities for the movement of passengers with disabilities while enplaning and deplaning its aircraft. To the extent required by law, Airline shall be responsible for acquiring or making arrangements for the use of boarding assistance devices, when applicable, for its aircraft. Airline shall ensure that all lifts and other accessibility equipment used by it are maintained in proper working condition. Airline shall ensure that those personnel involved in providing boarding assistance through the use of lifts or other accessibility equipment are properly trained in the use and operation of the devices and appropriate boarding assistance procedures that safeguard the safety and dignity of passengers. Airline shall have the right, on a non-exclusive, non-preferential basis with other authorized users thereof, to provide such assistance by utilizing any City- owned passenger loading ramp in conjunction with its Air Transportation Business at the Airport. Airline shall be solely responsible for providing the personnel DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 47 necessary to operate the apparatus. Airline’s personnel shall operate such City- owned apparatus in conformance with all written operating instructions and recommendations promulgated by the manufacturer of the apparatus and shall store the apparatus in a parking location approved by the City. The City shall be responsible for the maintenance and repair of any City-owned apparatus; provided however: (a) City may include the costs associated with such maintenance and repair in the Airfield Cost Center; and (b) Airline shall be obligated to reimburse City for the cost of all repairs necessitated by Airline’s negligent operation of the apparatus, or operation of the apparatus by the Airline contrary to manufacturer’s written instructions and recommendations. Airline shall hold City and its employees and officers harmless from, and indemnify against, any claims for personal injury, property damage, or consequential losses, subject to policy terms, conditions, limitations and exclusions, that might be brought by Airline, and of Airline’s officers, directors, agents, representatives, or employees, or by any third party whomsoever, stemming from the Airline’s use or operation of the apparatus; provided, however, that Airline shall not be obligated to hold City, its employees, and officers harmless from, or to ind emnify against, any claim based upon the City’s, its employee’s officers, contractors or another Air Transportation Company’s negligence or negligent maintenance or repair of the apparatus. NOTICES Delivery of Notices Any notice given under the provision of the Permit shall be in writing and shall be delivered personally or sent by certified or registered mail, postage prepaid addressed to Airline at the address set forth on Page 1 of this Permit and to the City as follows: Executive Director and City Manager Palm Springs International Airport 3200 E. Tahquitz Canyon Way 3400 E. Tahquitz Canyon Way, Suite 1 Palm Springs, CA 92262 Palm Springs, CA 92262 DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 48 Any such notice or other document shall be deemed to be received as of three (3) days after the date deposited in the mail, if mailed in accordance with this Section. MISCELLANEOUS Governing Law The parties hereto agree that this Permit shall be governed and construed in accordance with the laws of the State of California. Jurisdiction and Venue The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Permit, and service mailed to the address of Airline set forth herein shall be adequate service for such litigation. The parties further agree that the state and Federal courts located in Riverside County, California are the proper place for venue as to any such litigation and Airline agrees to submit to the personal jurisdiction of such court in the event of such litigation. Non-Liability No member of City Council, an Airport Commissioner, or a director, officer, agent, consultant or employee of the City or Airline shall be charged personally or be held liable by or to the other party under any term or provision of this Permit, or any amendment thereto, or because of any breach hereof, or because of its execution. Attorneys’ Fees and Costs In the event any action or suit or proceeding is brought by either party to collect the fees and charges due or to become due hereunder or any portion thereof or to take possession of said Airline Premises or to enforce compliance with this Permit for failure to observe any of the covenants of this Permit, and such party is the prevailing party in such action, suit or proceeding, the losing party DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 49 agrees to pay such sums as the Court may judge reasonable attorneys’ fees and costs to be allowed in said suit, action or proceeding. Noninterference with Operation of the Airport Airline, by accepting this Permit, expressly agrees for itself, its successors and assigns that it will not make use of the Airline Premises in any manner that might interfere with the landing and taking off of aircraft at the Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, upon reasonable notice to Airline and opportunity to cure, City reserves the right to enter into the Airline Premises hereby leased and cause the abatement of such interference at the expense of Airline. Quiet Enjoyment Airline shall, upon payment of the rentals and fees as herein required, and subject to performance and compliance by Airline of the covenants, conditions and agreements on the part of Airline to be performed and complied with hereunder, peaceably have and enjoy the rights, uses and privileges of the Airport, its appurtenances and facilities as granted hereby and by the Airport Rules and Regulations. Taxes A. Under this Permit, a possessory interest subject to property taxation may be created. Notice is hereby given pursuant to California Revenue and Taxation Code, Section 107.6, and Government Code Section 53340.1, that Airline’s interest may be subject to property taxation and special taxation pursuant to The Mello Roos Community Facilities Act of 1982 (Chapter 2.5, commencing with Section 5331, of Part 1 of , Division 2 of Title 5 the California Government Code), (Mello Roos Community Facilities Act of 1982) and that Airline may be subject to the payment of property taxes and special taxation levied on such interest. B. Airline shall pay, but such payment shall not be considered part of Airport DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 50 Revenue, all taxes (including any possessory interest tax), assessments and charges of whatever character which at any time during the term of this Permit may be levied against Airline or become a lien by virtue of any levy, assessment or charge against Airline by federal, State and any other public agency, including the City, with respect to: (1) any of the space leased under this Permit or such facilities of the Airport as are made available for use by Airline hereunder; (2) any personal property belonging to Airline situated on the space leased under this Permit; or (3) Airline’s leasehold improvements or operations hereunder. Payment of any such taxes, assessments and charges, shall be made by Airline directly to the taxing or assessing authority charged with collection thereof. C. On any termination of this Permit, all lawful taxes then levied and all liens upon any such property or taxable interest therein shall be paid in full by Airline forthwith, or as soon as a statement thereof has been issued by the tax collector if termination occurs during the interval between attachment of the lien and issuance of a statement. Subordination to Agreements with the U.S. Government This Permit is subject and subordinate to the provisions of any agreements heretofore or hereafter made between City and the United States, relative to the development, operation or maintenance of the Airport, the execution of which has been required as a condition precedent to the transfer of federal rights or property to City for an Airport Purpose, or to the expenditure of federal funds for the improvement or development of the Airport, including the expenditure of federal funds for the development of the Airport in accordance with the provisions of the Federal Aviation Act of 1958, the Federal Aid to Airports Act, the Airport and Airway Development Act of 1970, and the Airport and Airway Improvement Act of 1982, as such acts may have been amended from time to tim e. City covenants that, to the best of its knowledge, it has no existing agreements with the United States that contain provisions expressly in conflict with the express provisions of this Permit. In the event that the FAA requires, as a condition precedent to the granting DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 51 of funds for the improvement of the Airport, modification or changes to this Permit, Airline agrees to consent to such amendments, modifications, revisions, supplements or deletions of any of the terms, conditions or requirements of this Permit as may be reasonably required to enable City to obtain such grant of funds, provided that in no event shall such changes impair the rights of Airline hereunder. Incorporation of Exhibits All Exhibits referred to in this Permit are intended to be and hereby are specifically made a part of this Permit. Affiliate Designation and Requirements Airline shall furnish City with Exhibit F evidencing current Affiliate(s) for Airline at least five (5) calendar days prior to the Effective Date of this Permit. Airline shall maintain a current Exhibit F with the City evidencing Affiliate(s) during the Term of this Permit and shall provide at least five (5) calendar days prior written notice to the Executive Director of any changes to Affiliates at the Airport. Force Majeure Neither City nor Airline shall be deemed in violation of this Permit if it is prevented from performing any of the obligations hereunder by reason of strikes, boycotts, labor disputes, embargoes, shortage of energy or materials, acts of God, acts of a public enemy, terrorism, acts of superior governmental authority, weather conditions, riots, rebellion, sabotage or any other circumstances for which it is not responsible or which are not within its control, provided these provisions shall not excuse Airline from paying the rentals and fees specified in Article 4. Headings The headings of the Articles and Sections of this Permit are inserted only as a matter of convenience and for reference and do not define or limit the scope or intent of any provisions of this Permit and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 52 thereof. Remedies The rights and remedies given to the City and Airline in this Permit are distinct, separate and cumulative, and no t one of them, whether or not exercised by either party, shall be deemed to be in exclusion of any of the others herein or by law or in equity provided. Nonexclusive Rights It is understood and agreed that nothing herein contained shall be construed to grant to Airline any exclusive right or privilege within the meaning of Section 308 of the Federal Aviation Act for the conduct of any activity on the Airport, except that, subject to the terms and provisions hereof, Airline shall have the right to exclusive possession of the Exclusive Use Space leased to Airline under the provisions of this Permit. General Interpretation Insofar as this Permit grants, permits or contemplates the use of space or facilities or the doing of any other act or thing at the Airport by Airline, such use or the doing of such act or thing is to be in connection with the operation of the civil air transportation system by Airline for the carriage by aircraft of persons, property, cargo, baggage, and mail on scheduled or nonscheduled flights, whether as a common carrier, a contract carrier, a private carrier or otherwise. Each of the parties, however, has entered into this Permit solely for its own benefit; and (without limiting the right of either party to maintain suits, actions or other proceedings because of breaches of this Permit) the Permit does not grant to any third person (excepting a successor party to City or Airline) a right to claim damages or bring any suit, action or other proceeding against either City or Airline because of any breach hereof. Surrender of Possession DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 53 Airline agrees to yield and deliver to the City the possession of the Airline Premises including the Airline Premises leased exclusively or preferentially to Airline or jointly to Airline and others, at the termination of this Permit by expiration or otherwise. Such Airline Premises shall be delivered in clean and good condition in accordance with Airline’s express obligations hereunder, except for reasonable wear and tear, fire and other casualty. Airline shall have the right at any time during the term of this Permit, to remove or sell its trade fixtures and equipment situated on the Airline Premises that were installed, or placed by it, at its expense in, on or about the Airline Premises pursuant to the provisions of this Permit subject however to any valid lien that the City may have thereon for unpaid fees or other charges. Any such removal shall be at Airline’s expense and accomplished in a good workmanlike manner. Any damage occasioned by such removal shall be repaired at Airline’s expense so that the Airline Premises may be surrendered in a good, clean and sanitary condition. Authority of Executive Director All rights and obligations of City under this Permit may be exercised by the Executive Director or his designee, unless specifically provided otherwise or required by law. Public Address System Airline agrees that the use of City’s public address, voice and data communication system will be in accordance with the Airport Rules and Regulations. Airline shall not install, cause to be installed or use any other such system at the Terminal Building without the prior written approval of Director. Employees of Airline Airline shall require all of its employees, agents, officers, representatives, suppliers, contractors, subcontractors, licensees, subtenants, invitees, and suppliers hired by Airline and working about the Terminal Building to wear clean and neat attire and to display appropriate identification. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 54 Removal of Disabled Aircraft Airline shall promptly remove any of its disabled aircraft from any part of the Airport (including, without limitation, runways, taxiways, aprons and Bono Concourse and RJ Concourse Aircraft Gates) and place any such disabled aircraft in such storage areas as may be designated by City (or at Airline’s discretion, in an off-Airport location). Airline may store such disabled aircraft only for such length of time and on such terms and conditions as may be established by City. If Airline fails to remove any of its disabled aircraft promptly, City may, but shall not be obligated to, cause the removal of such disabled aircraft, provided, however, the obligation to remove or store such disabled aircraft shall not be inconsistent with federal and State laws and regulations and Airline agrees to reimbu rse City for all costs of such removal, and Airline further hereby releases City from any and all claims for damage to the disabled aircraft or otherwise arising from or in any way connected with such removal by City, except to the extent such damage arises from the negligence or willful misconduct of City, its employees, agents or contractors. Licenses, Fees and Permits Airline shall obtain and pay for all licenses, fees, permits, or other authorization or charges as required under federal, State or local laws and regulations insofar as they are necessary to comply with the requirements of this Permit and the privileges extended hereunder. Reservations - Airspace and Noise There is hereby reserved to City, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Airline Premises. This public right of flight shall include the right to cause in such airspace any noise inherent in the operation of any aircraft used for navigation or flight through such airspace or landing at, taking off from, or other operations on the Airport. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 55 National Emergency This Permit and all the provisions hereof shall be subject to whatever right the U.S. Government now has, or in the future may have or acquire, affecting the control, operation, regulation and taking over of said Airport or the exclusive or nonexclusive use of the Airport by the United States during time of war or national emergency. Noise Abatement and Mitigation Airline acknowledges that the City of Palm Springs and its neighboring cities are noise sensitive communities; therefore, Airline shall comply with any formal noise abatement program or policy established by the City in conformance with federal statutes, laws, rules, and regulations and use reasonable efforts to comply with informal noise abatement programs established by the City . Authority for Permit Airline warrants and represents that it has the right, power, and legal capacity to enter into, and perform its obligations under this Permit, and no approvals or consents of any persons are necessary in connection with it. The execution, delivery, and performance of this Permit by the undersigned Airline representatives have been duly authorized by all necessary corporate action of Airline, and this Permit will constitute a legal, valid, and binding obligation of Airline, enforceable in accordance with its terms. Entire Permit This Permit, together with all exhibits attached hereto, constitutes the entire agreement between the parties hereto, and all other representations or statements heretofore made, verbal or written, are merged herein, and this Permit may be amended only in writing, and executed by duly authorized representatives of the parties hereto. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Non-Signatory Airline Operating Permit 56 SIGNATURE PAGE TO AIRPORT PERMIT BY AND BETWEEN THE CITY OF PALM SPRINGS AND FLAIR AIRLINES IN WITNESS WHEREOF, the parties have executed and entered into this Permit as of the date first written above. AIRLINE: By: ___________________________________ Signature Date: By: ___________________________________ Signature Date:__________________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: 4/27/2023 Item No. 1N APPROVED AS TO FORM: ATTEST: By: City Attorney By: City Clerk APPROVED: By: City Manager Date: : DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2 3/7/2024 3/12/2024 DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 3/19/2024 EXHIBIT A AIRPORT BOUNDARY DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Palm Springs International Airport Airport Boundary Exhibit A DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 EXHIBIT B TERMINAL BUILDING SPACE MAPS DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Exclusive Use Space Preferential Use Space Palm Springs International Airport Terminal Building Space Map Exclusive and Preferential Space - Ticket Wing Exhibit B-1 NORTH TICKET WING SOUTH TICKET WING Exhibit Updated 2/27/2024 - Flair Avelo Flair 319 SF 135 SF Jet Blue 131 SF Air Canada Clear 200 SF OPEN Sun Country TSA - EMPLOYEE SCREENING AREA TSA - EXPLOSIVE DEVICE SCREENING 10,294 SF 69 SF 98 SF 126 SF 86 SF M-150-S M-155-S M-145-S M-148-S M-149-S M-153-S M-157-S M-156-S M-158-S M-159-S M-160-S M-161-S M-162-S M-168-S M-163-S M-170-S M-169-S M-178-SM-167-S M-165-S M-164-S IT PIT ROOM N. IDF MECH/ELEC MECH/ELEC Central IDF 91 SF Southwest 273 SF OPEN 590 SF 136 SF 124 SF 598 SF 218 SF 215 SF 450 SF 71 SF 319 SF 319 SF 637 SF 410 SF 212 SF 1011 SF 517 SF 919 SF 1001 SF 1337 SF 1337 SF 1297 SF 103 SF 135 SF 72 SF 345 SF 240 SF 251 SF 260 SF 326 SF 163 SF 247 SF 494 SF 521 SF 545 SF Tote Storage/ Interview Room ABM Sierra Aviation Alaska American United Delta Air Canada WestJet Delta United WFS Skywest Southwest Southwest Southwest Southwest S. IDF Alaska Air CanadaAir CanadaAir Canada UnitedAlaska WestJetWestJetWestJetAllegiantAllegiantDeltaDeltaDeltaUnitedUnitedUnitedUnitedAmericanAmericanAmericanAmericanAlaskaAlaskaAlaskaAlaska Southwest Southwest Sun Country JetBlue WestJetDeltaAmerican JetBlue Flair DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Palm Springs International AirportTerminal Building Space MapExclusive –Mezzanine Level –Main TerminalExhibit B-1        DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Palm Springs International Airport Terminal Building Space Map Exclusive Space – Bono Offices Exhibit B-1 100 SQ FT813 SQ FT682 SQ FT1054 SQ FT1093 SQ FT        DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 EXHIBIT C SUMMARY OF TERMINAL BUILDING AREAS DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 (Fiscal Year Ending June 30) FISCAL YEAR 2024 LEASED SPACE EXCLUSIVE AND PREFERENTIAL USE SPACE 1/ Alaska 4,159 American 3,374 Delta 2,291 Southwest 2,559 Skywest 450 United 3,208 Westjet 1,705 Air Canada 1,386 Allegiant 517 JetBlue 699 Sun Country 579 Flair 319 Avelo 319 EXCLUSIVE AND PREFERENTIAL USE SPACE 21,565 HOLDROOM SPACE Bono Terminal Holdroom 15,584 RJ Terminal Holdroom 14,644 TOTAL HOLDROOM SPACE 30,228 JOINT USE SPACE Baggage Claim 19,112 Checkpoint 5,858 Checkpoint Queueing 12,246 Bono Holdroom Common Area 8,000 TOTAL JOINT USE SPACE 45,216 EXHIBIT C: SUMMARY OF TERMINAL AREAS DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 (Fiscal Year Ending June 30) FISCAL YEAR 2023 TOTAL LEASED AIRLINE SPACE Exclusive and Preferential 21,565 Joint Use 45,216 TOTAL LEASED AIRLINE SPACE 66,781 UNLEASED AIRLINE SPACE Exclusive Use 638 Preferential Use 867 Check-In Kiosks and Curbside Space - Baggage Services Space - Other Unleased Space - TOTAL UNLEASED AIRLINE SPACE 1,505 NON-AIRLINE LEASABLE SPACE Concessions/Other 17,845 TSA - Admin - TOTAL NON-AIRLINE RENTABLE SPACE 17,845 TOTAL LEASABLE SPACE 116,319 Non-Leasable Space: Mechanical - Circulation - Public Circulation Enclosed 23,700 Public Circulation Unenclosed 56,200 Total Non-Leasable Space 79,900 TOTAL TERMINAL SPACE 196,219 NOTES: 1/ Bono hallway space of 840 sq ft. is included as exclusive use space for airlines that lease a Bono office SOURCE: City of Palm Springs; Ricondo & Associates, Inc., September 2022. PREPARED BY: Ricondo & Associates, Inc., June 2023. EXHIBIT C: SUMMARY OF TERMINAL AREAS DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 EXHIBIT D RATES FOR RENTALS, FEES, AND CHARGES DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 EXHIBIT D RATE AND FEE SCHEDULE SECTION I - DEFINITIONS The following words, terms and phrases used in this Exhibit “D” shall have the meanings set forth in this Section and the meanings shall apply to both the singular and plural forms of such words, terms, and phrases. Additional words, terms and phrases used in this Exhibit “D,” but not defined in this Section, shall have the meanings ascribed to them in the individual sections of this Exhibit “D,” of the Agreement. The specific methodologies for calculating the rates, fees and charges defined below can be found in Section II of this Exhibit “D.” Sections I, II, III and IV of this Rate and Fee Schedule will not be revised during the Term of the Agreement unless mutually agreed upon and amended by the Airline and City. 1. “Administration Cost Center” shall mean the Airport Cost Center further described in Table D-9 of this Exhibit “D”. 2. “Aircraft Rescue and Fire Fighting (ARFF) Cost Center” shall mean the Airport Cost Center further described in Table D-9 of this Exhibit “D”. 3. “Airfield Cost Center” shall mean the Airport Cost Center further described in Table D- 8 of this Exhibit “D”. 4. “Airport Budget” shall mean the Airport capital and operating budgets and allocated administrative costs prepared and periodically revised and updated by the Executive Director and submitted to the City Manager, and approved/adopted by the Palm Springs City Council prior to commencement of the Fiscal Year in which it is to apply. 5. “Airport Cost Center” shall mean a direct or indirect cost center to be used in accounting for Airport revenues and expenses and for calculating and adjusting certain rents, fees, and other charges associated with various Airport areas or facilities as they now exist or as they may hereafter be reconstructed, modified, changed, or developed. 6. “Airport Revenue” shall mean all income, and revenue derived by City in connection with the operation of the Airport. The term “Airport Revenue” shall not include PFCs; CFCs; insurance proceeds; restricted land sale proceeds; or any local, state, or federal grants or assistance, or any interest earned thereon. 7. “Airport Revenue Sharing” shall mean a portion of Net Remaining Airport Revenue that the City will share with the Signatory Airlines as further described in Article 6, Section 6.06 Revenue Sharing will be calculated as presented in Table D-7 of this Exhibit D. 8. “Amortization” shall mean the amount to recover a Capital Expenditure which is not debt financed, and shall be calculated based on the expected useful life of the Capital Expenditure with a rate of return, equivalent to the City’s cost of capital as of the date DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-2] of Substantial Completion. Amortization will commence in the Fiscal Year immediately following date of Substantial Completion of any such Capital Expenditure. 9. “Baggage Handling System (BHS) Cost Center” shall mean the Airport Cost Center further described in Table D-8 of this Exhibit “D”. 10. “Baggage Handling System (BHS) Fee” shall mean a fee assessed by City on a 90/10 formula for use of the BHS. Unless amended pursuant to Section II.D., of this Exhibit D, the Signatory Airline BHS Fee will be calculated by deducting Non-Signatory BHS Fee from the BHS Requirement to determine the Net Signatory BHS Fee Requirement. The Net Signatory BHS Fee Requirement will be allocated to the Signatory Airlines as follows: (a) Ten percent (10%) will be prorated equally among all Signatory Airlines; and (b) Ninety percent (90%) will be prorated according to the ratio of the number of Airline’s Enplaned Signatory Airline Passengers at the Airport to the total number of Signatory Airline Enplaned Passengers as further described in Table D-4 of this Exhibit “D”. When calculating the number of Scheduled Signatory Airlines sharing in the ten percent (10%) portion of the BHS Fee, all Affiliates shall be combined with the applicable Signatory Airline(s) and each Signatory Airline will therefore be considered a single Air Transportation Company along with its Affiliate(s). For invoicing, the City will use the most recent six (6) months of available information to calculate the BHS Fee. 11. “Bonds” shall mean any bonds or certificates of Obligation issued in accordance with the Ordinance or Supplemental Ordinance. 12. “Capital Expenditure” shall mean any single item that costs three hundred thousand dollars ($300,000) or more (net of PFCs, CFCs, grants, or insurance proceeds) with a useful life in excess of three (3) years, acquired, purchased or constructed to improve, maintain or develop the Airport, as well as any extraordinary or substantial expenditure whose object is to preserve, enhance or protect the Airport. In addition, Capital Expenditure may, at the discretion of City, include certain costs associated with planning studies, environmental studies, and environmental mitigation measures. 13. “Capital Outlay” shall mean an item that costs less than three hundred thousand dollars ($300,000) (net of PFCs, CFCs, grants, or insurance proceeds), acquired, purchased or constructed to improve, maintain or develop the Airport, as well as any extraordinary or substantial expenditure whose object is to preserve, enhance or protect the Airport. In addition, a Capital Outlay may, at the discretion of City, include certain costs associated with planning studies, environmental studies, and environmental mitigation measures. 14. “Credits” shall mean any deductions from the amount otherwise due, if applicable. 15. “CUPPS System and Equipment Cost” shall mean the cost of City-owned systems and equipment provided, operated, or maintained by the City for use by Airline. 16. “Control Center Cost Center” shall mean the Airport Cost Center further described in Table D-9 of this Exhibit “D”. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-3] 17. “Customer Facility Charges or CFC” shall mean charges collected by the rental car companies and remitted to City. This term includes interest earnings on Customer Facility Charge proceeds. 18. “Debt Service” shall mean for any Fiscal Year, all principal payments, interest payments, fund deposit requirements and amounts payable as a result of debt service coverage requirements on Obligations of the Airport payable for such Fiscal Year, including but not limited to bonds, notes, and certificates of participation. 19. “Debt Service Coverage” shall mean twenty five percent (25%) of Debt Service in a Rate Setting Period. 20. “Fuel Flowage Revenues” shall mean the fees collected by the City for each gallon of fuel and oil delivered to the Airport for use by private aircraft owners with City- approved self-fueling facilities or sold to the public by the fixed base operators. 21. “General Aviation Cost Center” shall mean the Airport Cost Center further described in Table D-8 of this Exhibit “D”. 22. “Joint Use Charge” shall mean a charge assessed by the City on Air Transportation Companies based on the formula used to prorate charges for a particular facility, service, or space used jointly or in common with others. The Signatory Airline Joint Use Charge will be calculated by deducting Non-Signatory Joint Use Charges from the Joint Use Requirement to determine the Net Signatory Joint Use Requirement. The Net Signatory Joint Use Requirement will be allocated to the Signatory Airlines as follows: (a) Ten percent (10%) will be prorated equally among all Signatory Airlines leasing Terminal Building space under this Agreement for the facilities, service, or space; and (b) Ninety percent (90%) will be prorated according to the ratio of the number of Airline’s Enplaned Signatory Airline Passengers at the Airport to the total number of Signatory Airline Enplaned Passengers as further described in Table D-5 of this Exhibit “D”. When calculating the number of Signatory Airlines sharing in the ten percent (10%) portion of the Joint Use Charge, all Affiliates shall be combined with the applicable Signatory Airline(s) and each Signatory Airline will therefore be considered a single Air Transportation Company along with its Affiliate(s). For invoicing, the City will use the most recent six (6) months of available information to calculate the Joint Use Charges. 23. “Landed Weight” shall mean the maximum gross certificated landed weight, in thousand (1,000) pound units, that Aircraft Arrivals operated by Airline is authorized by the FAA to land at the Airport, as recited in each Airline’s flight manual governing that aircraft type. For all landing fee computations, said sum shall be rounded up to the nearest thousand (1,000) pound units. 24. “Landing Fee” shall mean a fee assessed by City on Air Transportation Companies based on the Landed Weight of each Revenue Landing and is calculated in accordance with Table D-4 of this Exhibit “D”. 25. “Landside Operations Cost Center” shall mean the Airport Cost Center further described in Table D-8 of this Exhibit “D”. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-4] 26. “Loading Bridge Cost Center” shall mean the Airport Cost Center further described in Table D-8 of this Exhibit “D”. 27. “Loading Bridge Fee” shall mean the annual fee charged for use of a Loading Bridge and is calculated in accordance with Table D-3 of this Exhibit “D”. The Loading Bridge Fee shall be initially capped at five (5) Turns per day. The City may evaluate the average number of Turns per day throughout the Term of this Agreement and adjust the five (5) Turns per day cap to reasonably ensure the City is collecting sufficient rates and fees from the Airlines during any Fiscal Year to meet the Loading Bridge Total Requirement. 28. “Maintenance Cost Center” shall mean the Airport Cost Center further described in Table D-9 of this Exhibit “D”. 29. “Net Remaining Airport Revenue” shall be, for any period, equal to total Airport Revenue less O&M Expenses, required deposit to O&M Reserve, Debt Service and Debt Service Coverage (Net of PFC), Other Debt, and Airport Funded Capital Expenditures and Capital Outlays.. 30. “Non-Airline Revenue” shall mean any Airport Revenue except Terminal Rentals, Per Use Fees – Gate, Per Use Fees – Ticket Counter, BHS Fees, Loading Bridge Fees, Landing Fees, Non-Terminal RON Parking Fees, and any other Airport Revenue derived from an Air Transportation Company. 31. “Non-Terminal RON Parking Positions” shall mean those aircraft parking positions designated for the parking of aircraft that cannot be accommodated at Aircraft Gates located at the Bono and RJ Concourses. 32. “Non-Terminal RON Parking Fee” shall mean the fee charged by the City for use of an aircraft parking position designated for the parking of aircraft that cannot be accommodated at Aircraft Gates located at the Bono and RJ Concourses. As of the Effective Date of this Agreement, the City will not have an established Non-Terminal RON Parking Fee. If during the Term of this Agreement, or any extension thereof, the City should determine the need to establish a Non-Terminal RON Parking Fee, the City will present such Non-Terminal RON Parking Fee to Airline in accordance with Article 6 of this Agreement. Revenue received by the City from collection of a Non-Terminal RON Parking Fee will be treated as a Credit to the Total Requirement for calculation of the Landing Fee pursuant to Table D-3 of this Exhibit D. 33. “Obligations” shall mean any obligation of the City as it relates to the operation of the Airport, including any Bonds issued pursuant to the Ordinance or other issuing instrument, as applicable. 34. “Operation and Maintenance Expenses or O&M Expenses” shall mean all costs paid or incurred by the City for maintaining and operating the Airport, including all expenses of maintenance and repair and other expenses necessary to maintain and preserve the Airport in good condition and working order, and including all administrative costs of the City that are charged directly or apportioned to the operation of the Airport, such as DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-5] salaries and wages of employees, overhead, insurance, taxes (if any), insurance premiums, Capital Outlays, judgments, assessments and cost of defending or settling litigation or threatened litigation, and including all other costs of the City or charges required to be paid by it to comply with the terms of the law or of Bonds, including but not limited to compensation, reimbursement and indemnification of the fiscal agent, letter of credit fees, credit facility fees and expenses of independent certified public accountants and Airport consultants and other fees and expenses related to the issuance of Bonds which are not paid from the proceeds of Bonds; but excluding any payments of Debt Service and excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor and Amortization of intangibles or any other bookkeeping entries of a similar nature. 35. “Operation and Maintenance Reserve or O&M Reserve” shall mean an amount equal to twelve (12) months’ cash reserve of the Maintenance and Operations Expenses provided in the Airport’s annual budget for such Fiscal Year. Each year the City shall make a deposit from the Airport’s recurring revenues in the amount necessary to increase the balance therein (including amounts receivable from the Maintenance and Operations Reserve Fund) to a rolling amount equal to twelve (12) months’ cash reserve of the Maintenance and Operations Expenses amount provided in the Airport’s annual budget for such Fiscal Year. 36. “Ordinance” shall mean Ordinance No. 1989, adopted by the City Council of the City of Palm Springs, California on May 22, 2019, as the same may be supplemented and amended from time to time which authorize the issuance of Bonds and Obligations that are payable from or secured by all or any part of Airport Revenues, grant funds, CFCs, or PFCs. 37. “Other Cost Center” shall mean the Airport Cost Center further described in Table D-8 of this Exhibit “D”. 38. “Other Debt” shall mean any debt other than Bonds incurred by City for Airport purposes including but not limited to Interim Financing. 39. “Passenger Facility Charges” or “PFCs” shall mean those charges collected by the City pursuant to the authority granted by 49 U.S.C. Section 40117 and 14 Code of Federal Regulations (CFR) Part 158, as amended from time to time, in respect of any component of the Airport and interest earnings thereon, net of amounts that Airline is entitled to retain for collecting, handling, and remitting such PFC revenues in accordance with 14 CFR Part 158. 40. “Per Use Fee – Aircraft Gate” shall mean a charge assessed by City for each use of an Aircraft Gate for a period not to exceed one hour thirty minute period (1.5 hours) and calculated as shown in Table 6a and Table 6b of this Exhibit “D.” The location of the Aircraft Gate to be used on a per-use basis will be assigned by the Executive Director and will be contingent upon the size of the aircraft needing to use such Aircraft Gate at the Airport. For each preferentially assigned Aircraft Gate, Airline’s Per Use Gate Fee – Aircraft Gate shall be initially capped at five (5) Turns per day. The City may evaluate the average number of Turns per day per Aircraft Gate throughout the Term of this DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-6] Agreement and adjust the five (5) Turns per day cap to reasonably ensure the City is collecting sufficient rates and fees from the Airlines during any Fiscal Year to meet the Total Requirement for preferentially assigned Aircraft Gates. 41. “Per Use Fee - Ticket Counter” shall mean a charge assessed by City for each use of a non-preferentially assigned ticket counter (two (2) positions) for a period not to exceed four (4)hours and calculated as shown in Table 6c of this Exhibit “D.” Per Use Fees - Ticket Counter shall not apply to the use of ticket counter areas that are included in an Air Transportation Company’s Preferential Use Space pursuant to an agreement. The location of the ticket counter positions to be used on a per-use basis will be assigned by the Executive Director. 42. “Rates and Fees Schedule” shall mean the Rates and Fees Schedule attached hereto as Exhibit “D.” 43. “Rate Setting Period” shall mean the Fiscal Year for which the rates, fees and charges are being calculated hereunder. 44. “Revenue Landing” shall mean any aircraft landing by Airline at the Airport for which Airline receives revenue and those non-Revenue Landings whenever the same aircraft subsequently departs the Airport as a revenue flight. 45. “Security Cost Center” shall mean the Airport Cost Center further described in Table D-8 of this Exhibit “D”. 46. “Terminal Building” shall mean the terminal building, associated Bono and RJ concourses, and associated curbside entrance areas, at the Airport as they now exist or as they may hereafter be reconstructed, modified, changed, or developed. 47. “Terminal Building Cost Center” shall mean the Direct Cost Center further described in Table D-8 of this Exhibit “D”. 48. “Terminal Rental” shall mean the fees and charges imposed by City on a per square foot basis for the use of the Airline Premises, which is comprised of the Joint Use Space, Exclusive Use Space and Preferential Use Space. 49. “Total Landed Weight” shall mean the sum of the Maximum Gross Landed Weight for all Aircraft Arrivals for all Signatory and Non-Signatory Airlines during the course of a Fiscal Year. Said sum shall be rounded up to the nearest thousand (1,000) pound unit for all landing fee computations. 50. “Total Terminal Rentable Space” shall mean the total amount of space available for rent in the Terminal Building as may be adjusted and/or weighted during the course of any Fiscal Year for changes in space classifications with consultation with the Airlines. Airline Rentable space is shown on Exhibit B, which may be changed from time to time in accordance with Article 2 and Article 3 of this Agreement. At least 30 days prior to implementing any increase in Joint Use Space, the City will consult with the airlines to discuss the intended revision to the Joint Use Space. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-7] SECTION II - RATE CALCULATIONS Explanation of Rate Calculation Line Items. The following Line Items listed in Tables D- 1 through D-4 are included in the calculation of Terminal Rental Rate, Loading Bridge Fee, Landing Fee, and BHS Fee for each Rate Setting Period. Each Line Item in Tables D-1 through D-3 is identified by the corresponding letter set forth below. Line Items A- H shall have the meaning set forth in Table D-4. Line Item A. O&M Expenses. This Line Item includes those expenses directly assignable to the Terminal, BHS, Loading Bridge, or Airfield Cost Centers and those expenses associated with Maintenance and Operating of the Airport that are not directly assignable but are allocated to the Airport Cost Centers. Line Item B. O&M Reserve. This Line Item includes the Operation and Maintenance Reserve for the current Rate Setting Period less the Operation and Maintenance Reserve for the prior Rate Setting Period allocated to the Terminal, BHS, Loading Bridge, or Airfield Cost Centers. Line Item C. Debt Service. This Line Item includes Debt Service directly assignable to the Terminal, BHS, Loading Bridge, or Airfield Cost Centers and Debt Service for areas other than the Direct Cost Centers but allocable to the Direct Cost Centers. Line Item D. Debt Service Coverage. This Line Item includes Debt Service Coverage attributable to the Terminal, BHS, Loading Bridge, or Airfield Cost Centers. Line Item E. Other Debt. This Line Item includes Other Debt attributed to the Terminal, BHS, Loading Bridge, or Airfield Cost Centers. Line Item F. Capital Expenditure. This Line Item includes Amortization attributable to amortized capital improvements in the Terminal, BHS, Loading Bridge, or Airfield Cost Centers. Line Item G. Capital Outlay. This Line Item includes non-amortized capital improvements attributable to the Terminal, BHS, Loading Bridge, or Airfield Cost Centers. Line Item H. Total Requirement. The Total Requirement is the sum of Line Items A through Line-Item G. The Total Requirement is applicable to Terminal, BHS, Loading Bridge, or Airfield Cost Centers. Line Item I. Credits. This Line Item identifies the Credits to the Total Requirement for Terminal, Joint Use Charges, BHS, Loading Bridge, or Airfield Cost Centers, if applicable. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-8] Line Item J. Net Requirement. The Net Requirement equals Total Requirement minus Credits, if applicable. Line Item K. Line-Item K in Tables D-1 through D-3 shall be defined as follows: • Table D-1: Total Terminal Rentable Space. The term “Total Terminal Rentable Space” in Table D-1 has the meaning set forth in Section I to this Exhibit “D”. • Table D-2: Total Loading Bridges. Shall mean the total number of Loading Bridges at the Airport. • Table D-3: Total Landed Weight. The term “Total Landed Weight” in Table D-3 has the meaning set forth in Section I to this Exhibit “D”. Line Item L. Line-Item L in Tables D-1 through D-3 shall be calculated as follows: • Table D-1: Terminal Rental Rate. Calculated in Table D-1 as (J) Net Requirement divided by (K) Total Terminal Rentable Space. • Table D-2: Loading Bridge Fee. Calculated in Table D-2 as (J) Loading Bridge Net Requirement divided by (K) Total Loading Bridges. • Table D-3: Landing Fee. Calculated in Table D-3 as (J) Airfield Net Requirement divided by (K) Total Landed Weight. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-9] 1. Calculation of Terminal Rental Rate, Loading Bridge Fee, Landing Fee, and BHS Fee. The Terminal Rental Rate, Loading Bridge Fee, and BHS Fee for each Rate Setting Period shall be calculated based on a compensatory ratemaking methodology as set forth in this subsection. The Landing Fee for each Rate Setting Period shall be calculated on a residual ratemaking methodology as set forth in this subsection. A. Terminal Rental Rate. The methodology for calculating the Terminal Rental Rate is set forth in Table D-1 below. Table D-1 Terminal Rental Rate Calculation Line Item (See Section II (1) above for corresponding descriptions) O&M Expenses A O&M Reserve B Debt Service C Debt Service Coverage D Other Debt E Capital Expenditures F Capital Outlay G Total Requirement H=A+B+C+D+E+F+G Less: Credits (if applicable) I Net Requirement J=H-I Total Terminal Rentable Space (square feet) K Terminal Rental Rate (per square foot) L=J/K DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-10] B. Loading Bridge Fee: The methodology for calculating the Loading Bridge Fee is set forth in Table D-2 below. Table D-2. Loading Bridge Fee Calculation Line Item (See Section II (1) above for corresponding descriptions) O&M Expenses A O&M Reserve B Debt Service C Debt Service Coverage D Other Debt E Amortized Capital Expenditures F Capital Outlay G Total Requirement H=A+B+C+D+E+F+G Less: Credits (if applicable) I Net Requirement J=H-I Total Loading Bridges K Loading Bridge Fee L=J/K Signatory Loading Bridge Fee M=L/365/4 Non-Signatory Loading Bridge Fee N=M*125% The Loading Bridge Fee shall be initially capped at five (5) Turns per day. The City may evaluate the average number of Turns per day throughout the Term of this Agreement and adjust the five (5) Turns per day cap to reasonably ensure the City is collecting sufficient rates and fees from the Airlines during any Fiscal Year to meet the Loading Bridge Total Requirement. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-11] C. Landing Fee. The Landing Fee is set forth Setting Period shall be calculated on a residual rate setting methodology as set forth in this subsection as set forth in in Table D-3 below. Table D-3. Landing Fee Calculation Line Item (See Section II (1) above for corresponding descriptions) O&M Expenses A O&M Reserve B Debt Service C Debt Service Coverage D Other Debt E Capital Expenditures F Capital Outlay G Total Requirement H=A+B+C+D+E+F+G Less: Credits I Net Requirement J=H-I Total Landed Weight (thousand-pound units) K Landing Fee (per thousand-pound units) L=J/K DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-12] D. Baggage Handling System (BHS Fee: The following Line Items listed in Table D-4 are included in the calculation of BHS Fees for each Rate Setting Period. Line Items A-H shall have the meaning set forth above. Line Items I-Q shall have the meaning as set forth below. Line Item I. Total Signatory Enplaned Passengers. Passengers who board an aircraft operated by a Signatory Airline. Line Item J. Total Non-Signatory Enplaned Passengers. Passengers who board an aircraft operated by a Non-Signatory Airline. Line Item K. Total Enplaned Passengers. The total number of enplanements from all Airlines, including Signatory (I) and Non-Signatory (J). Line Item L. Average BHS Fee Per Enplaned Passenger. The Total Requirement (H) divided by Total Enplaned Passengers (K). Line Item M. Non-Signatory BHS Revenue. Calculated as the number of Non- Signatory Enplaned Passengers (J) multiplied by the Average BHS Fee Per Enplaned Passenger (L) multiplied by 125%. Line Item N. Net Signatory BHS Fee Revenue Requirement. The Total Requirement (H) less Non-Signatory BHS Revenue. Line Item O. Total BHS Fee Revenue. The sum of Non-Signatory BHS Revenue (M) and Net Signatory BHS Fee Revenue Requirement (N). Line Item P. Net Signatory BHS Fee Requirement – Enplaned Passenger Based Allocation. Ninety (90) percent of the Net Signatory BHS Fee Requirement prorated among all Signatory Airlines based on Airline’s share of total Signatory Enplaned Passengers. Line Item Q. Net Signatory BHS Fee Requirement – Fixed Allocation. Ten (10) percent of the Net Signatory BHS Fee Requirement (N) prorated equally among all Signatory Airlines leasing Terminal Building Space. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-13] The methodology for calculating the BHS Fee is set forth in Table D-4 below. Table D-4. Baggage Handling System (BHS) Fee Calculation Line Item (See Section II (1) above for corresponding descriptions) O&M Expenses A O&M Reserve B Debt Service C Debt Service Coverage D Other Debt E Capital Expenditures F Capital Outlay G Total Requirement H=A+B+C+D+E+F+G Total Signatory Enplaned Passengers I Total Non-Signatory Enplaned Passengers J Total Enplaned Passengers K=I+J BHS Fee Per Total Enplaned Passengers L=H/K Non-Signatory BHS Fee Revenue M=J*L*125% Net Signatory BHS Fee Revenue Requirement N=H-M Total BHS Fee Revenue O=M+N Net Signatory BHS Fee Requirement Allocation – Enplaned Passenger Based P=N*90% Net Signatory BHS Fee Requirement Allocation – Fixed Based Q=N*10% The parties hereto recognize that the City will undertake a Capital Expenditure to expand the BHS during the Term of this Agreement. The parties further recognize and agree that the BHS Capital Expenditure referenced herein will have the ability to provide the City with data on the number of bags per Airline being processed through the BHS on a monthly basis. Within ninety (90) days of the scheduled completion of the BHS Capital Expenditure, the City shall notify the Airline in writing of the proposed date of completion of said project. Within fifteen (15) days of the date of City’s notice, Airline shall meet with other Signatory Airlines to review the BHS Fee Calculation presented in this Exhibit D and advise the City whether the ninety percent (90%) variable portion of the BHS Fee Calculation should be modified to be calculated on bags per Airline. Unless the Signatory Airlines constituting a MII issues a written notice to City within thirty (30) days of the date of City’s notice indicating that the ninety percent (90%) variable portion of the BHS Fee Calculation should be modified to be calculated on bags per Airline, the BHS Fee Calculation presented in Table D-4 shall remain unchanged. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-14] 2. The following Line Items listed in Table D-5 are included in the calculation of Joint Use Charges for each Rate Setting Period. Each Line Item in Table D-5 is identified by the corresponding letter set forth below. Line Item A. Joint Use Space. The Term “Joint Use Space” in Table D-5 has the meaning set forth in Section 1.01 Definitions of the Airport Use and Lease Agreement. Line Item B. Terminal Rental Rate. The Term “Terminal Rental Rate” in Table D-5 has the meaning set forth in Section I of this Exhibit “D”. Line Item C. Total Joint Use Requirement. Calculated in Table D-5 as (A) Joint Use Space multiplied by (B) Terminal Rental Rate. Line Item D. Signatory Enplaned Passengers. Passengers who board an aircraft operated by a Signatory Airline. Line Item E. Non-Signatory Enplaned Passengers. Passengers who board an aircraft operated by a Non-Signatory Airline. Line Item F. Total Enplaned Passengers. Calculated in Table D-5 as Signatory Enplaned Passengers (D) plus Non-Signatory Enplaned Passengers (E). Line Item G. Average Joint Use Charge. Calculated in Table D-5 as Joint Use Requirement (C) divided by Enplaned Passengers (F). Line Item H. Non-Signatory Joint Use Charge per Enplaned Passenger. Calculated in Table D-5 as Average Joint Use Charge (G) multiplied by 125%. Line Item I. Non-Signatory Joint Use Charges. Calculated in Table D-5 as Non- Signatory Joint Use Charge per Enplaned Passenger (H) multiplied by Non- Signatory Enplaned Passengers (E). Line Item J. Net Signatory Requirement. Calculated in Table D-5 as Total Joint Use Requirement (C) minus Non-Signatory Joint Use Charges (I). Line Item K. Joint Use Requirement – Enplaned Passenger Based Allocation. Calculated in Table D-5 as (C) Total Joint Use Requirement prorated according to ratio of number of airline enplaned passengers. Line Item L. Joint Use Requirement – Fixed Allocation. Calculated in Table D-5 as (C) Total Joint Use Requirement prorated equally among all Signatory Airlines leasing Terminal Building Space. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-15] E. Calculation of Joint Use Charges. The methodology for calculating Joint Use Charges, as defined in Section I to this Exhibit “D,” is set forth in Table D-5 below. Table D-5 Joint Use Space Charge Calculation Line Item (See Section II (2) above for corresponding descriptions) Total Joint Use Space (square feet) A Signatory Terminal Rental Rate (per square foot) B Joint Use Requirement Joint Use Requirement C=A*B Total Signatory Enplaned Passengers D Total Non-Signatory Enplaned Passengers E Total Enplaned Passengers F=D+E Average Joint Use Charge Per Enplaned Passenger G=C/F Non-Signatory Joint Use Charge Per Enplaned Passenger H=G*125% Total Non-Signatory Joint Use Charges I=E*H Net Signatory Joint Use Requirement J=C-I Net Signatory Joint Use Requirement Allocation – Enplaned Passenger Based K=J*90% Net Signatory Joint Use Requirement Allocation – Fixed Based L=J*10% DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-16] The following Line Items listed in Table D-6a, Table D-6b, and Table D-6c are included in the calculation of Per Use Fees for each Rate Setting Period. Each Line Item in Table D-6a, Table D-6b, and Table D-6c is identified by the corresponding letter set forth below. Line Item A. Line-Item A in Table D-6a, Table D-6b, and Table D-6c shall be as follows: • Table D-6a. Total Holdroom Space. Shall mean the total square feet associated with the holdroom area of the Bono Concourse. • Table D-6b. Total Holdroom Space. Shall mean the total square feet associated with the holdroom area of the RJ Concourse. • Table D-6c. Total Ticket Counter and Queuing Space. Shall mean the total square feet associated with the ticket counters and the queuing area of the Terminal Building. Line Item B. Line-Item B in Table D-6a, Table D-6b, and Table D-6c shall be as follows: • Table D-6a. Total Number of Aircraft Gates. Shall mean the total number of Aircraft Gates associated with the holdroom area of the Bono Concourse. • Table D-6b. Total Number of Aircraft Gates. Shall mean the total number of Aircraft Gates associated with the holdroom area of the RJ Concourse. • Table D-6c. Total Number of Ticket Counters. Shall mean the total number of ticket counters within the Terminal Building. Line Item C. Line-Item C in Table D-6a, Table D-6b, and Table D-6c shall be as follows: • Table D-6a. Average Space Per Holdroom. Calculated in Table D-6a as (A) Total Holdroom Space divided by (B) Total Number of Aircraft Gates in the Bono Concourse. • Table D-6b. Average Space Per Holdroom. Calculated in Table D-6b as (A) Total Holdroom Space divided by (B) Total Number of Aircraft Gates in the RJ Concourse • Table D-6c. Average Space Per Ticket Counter. Calculated in Table D-6c as (A) Total Ticket Counter and Queuing Space divided by (B) Total Number of Ticket Counters in the Terminal Building. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-17] Line Item D. Terminal Rental Rate. The Term “Terminal Rental Rate” in Table D- 6a, Table D-6b, and Table D-6c has the meaning set forth in Section I of this Exhibit “D”. Line Item E. Line-Item E in Table D-6a, Table D-6b, and Table D-6c shall be as follows: • Table D-6a. Average Cost Per Holdroom. Calculated in Table D-6a as (C) Average Space Per Holdroom in the Bono Concourse multiplied by (D) Terminal Rental Rate. • Table D-6b. Average Cost Per Holdroom. Calculated in Table D-6b as (C) Average Space Per Holdroom in the RJ Concourse multiplied by (D) Terminal Rental Rate. • Table D-6c. Average Cost Per Ticket Counter. Calculated in Table D- 6c as (C) Average Space Per Ticket Counter in the Terminal Building multiplied by (D) Terminal Rental Rate. Line Item F. CUPPS System and Equipment Cost. The Term “CUPPS System and Equipment Cost” in Table D-6a, Table D-6b, and Table D-6c has the meaning set forth in Section I of this Exhibit “D”. Line Item G. Line-Item G in Table D-6a, Table D-6b, and Table D-6c shall be as follows: • Table D-6a. Total Cost Per Aircraft Gate. Calculated in Table D-6a as (E) Average Cost Per Holdroom plus (F) CUPPS System and Equipment Cost in the Bono Concourse. • Table D-6b. Total Cost Per Aircraft Gate. Calculated in Table D-6b as (E) Average Cost Per Holdroom plus (F) CUPPS System and Equipment Cost in the RJ Concourse. • Table D-6c. Total Cost Per Ticket Counter. Calculated in Table D-6c as (E) Average Cost Per Ticket Counter plus (F) CUPPS System and Equipment Cost. Line Item H. Line-Item H in Table D-6a, Table D-6b, and Table D-6c shall be as follows: • Table D-6a. Per Use Fee - Aircraft Gate. Calculated in Table D-6a as (G) Total Cost Per Holdroom in the Bono Concourse divided by 365 and divided by 4. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-18] • Table D-6b. Per Use Fee - Aircraft Gate. Calculated in Table D-6b as (G) Total Cost Per Holdroom in the RJ Concourse divided by 365 and divided by 4. • Table D-6c. Per Use Fee - Ticket Counter. Calculated in Table D-6c as (G) Total Cost Per Holdroom in the Terminal Building divided by 365 and divided by 4. F. Per Use Fee – Aircraft Gate. The methodology for calculating Per Use Fee – Aircraft Gate is set forth in Tables D-6a and Table D-6b below. Table D-6a Per Use Fee - Aircraft Gate Calculation (Bono Concourse) Line Item (See Section II (2) above for corresponding descriptions) Holdroom (Bono Concourse) Total Holdroom Space (square feet) A Total Number of Aircraft Gates B Average Space Per Holdroom (square feet) C=A/B Terminal Rental Rate (per square foot) D Average Cost Per Holdroom E=C*D Per Use Fee – Aircraft Gate (Bono Concourse) Average Cost Per Holdroom E CUPPS Systems and Equipment Cost F Total Cost Per Aircraft Gate G=E+F Divided by 365 365 Divided by 4 4 Per Use Fee – Aircraft Gate (Bono Concourse) H=G/365/4 For each preferentially assigned Aircraft Gate, Airline’s Per Use Gate Fee – Aircraft Gate shall be initially capped at five (5) Turns per day. The City may evaluate the average number of Turns per day per Aircraft Gate throughout the Term of this Agreement and adjust the five (5) Turns per day cap to reasonably ensure the City is collecting sufficient rates and fees from the Airlines during any Fiscal Year to meet the Total Requirement for preferentially assigned Aircraft Gates. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-19] Table D-6b Per Use Fee – Aircraft Gate Calculation (RJ Concourse) Line Item (See Section II (2) above for corresponding descriptions) Holdroom (RJ Concourse) Total Holdroom Space (square feet) A Total Number of Aircraft Gates B Average Space Per Holdroom (square feet) C=A/B Terminal Rental Rate (per square foot) D Average Cost Per Holdroom E=C*D Per Use Fee – Aircraft Gate (RJ Concourse) Average Cost Per Holdroom E CUPPS Systems and Equipment Cost F Total Cost Per Aircraft Gate G=E+F Divided by 365 365 Divided by 4 4 Per Use Fee – Aircraft Gate (RJ Concourse) H=G/365/4 For each preferentially assigned Aircraft Gate, Airline’s Per Use Gate Fee – Aircraft Gate shall be initially capped at five (5) Turns per day. The City may evaluate the average number of Turns per day per Aircraft Gate throughout the Term of this Agreement and adjust the five (5) Turns per day cap to reasonably ensure the City is collecting sufficient rates and fees from the Airlines during any Fiscal Year to meet the Total Requirement for preferentially assigned Aircraft Gates. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-20] G. Per Use Fee - Ticket Counter. The methodology for calculating Per Use Fee – Ticket Counter is set forth in Table D-6c below. Table D-6c Per Use Fee - Ticket Counter Calculation Line Item (See Section II (2) above for corresponding descriptions) Total Ticket Counter and Queuing Space (square feet) A Total Number of Ticket Counters B Average Space Per Ticket Counter (square feet) C=A/B Terminal Rental Rate (per square foot) D Average Cost Per Ticket Counter E=C*D CUPPS Systems and Equipment Cost F Total Cost Per Ticket Counter G=E+F Divided by 365 365 Divided by 4 4 Per Use Fee – Ticket Counter H=G/365/4 Miscellaneous Fees and Charges. H. Non-Terminal RON Parking Fee. Any Air Transportation Company parking an aircraft in a remote location overnight may be charged a fee per overnight period as established by the City and presented in Attachment D-1. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-21] SECTION III – AIRPORT REVENUE SHARING 1. Explanation of Airport Revenue Sharing Line Items. Airport Revenue Sharing shall be calculated annually by City in accordance with this Section upon completion of the City’s audit. The following Line Items listed in Table D-7 are included in the calculation of Airport Revenue Sharing. Each Line Item in Table D-7 is identified by the corresponding letter set forth below. Line Item A. Net Remaining Airport Revenue. Shall be equal to Total Airport Revenue less O&M Expenses, O&M Reserve, Debt Service Debt Service Coverage, Other Debt, and Airport Funded Capital Expenditures. Line Item B. Airport Share. The percent of Net Remaining Airport Revenue to remain in the Airport Fund. Line Item C. Airline Share. The percent of Net Remaining Airport Revenue available to distribute to all Signatory Airlines. Line Item D. Total Airport Revenue Share. Calculated in Table D-7 as (A) Net Remaining Airport Revenue multiplied by (C) Airline Share. Line Item E. Airline Airport Revenue Share. Calculated in Table D-7 as (D) Total Net Remaining Airport Revenue Share multiplied by the Signatory Airline’s proportionate share of total Signatory Airline enplaned passengers during the fiscal year for which Airport Revenue Sharing has been calculated. Table D-7. Airport Revenue Sharing Calculation Line Item (See Section III (1) above for corresponding descriptions) Net Remaining Airport Revenue A Airport Revenue Share Percentage Airport Share B=50% Airline Share C=50% Total 100% Total Airline Airport Revenue Share D=A*C Airline Share of Net Remaining Airport Revenues E=D*Airline percent of Total Enplaned Passengers DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-22] SECTION IV – COST CENTERS 1. Direct and Indirect Cost Centers. The Direct and Indirect Cost Centers include those Cost Centers listed in Tables D-8 and D-9 below. Table D-8. Direct Cost Centers Cost Center Description of Area Included or Functional Activity Airfield Those areas on the Airport, as they now exist or as they may hereafter be modified, changed, or developed, that provide for the landing, takeoff, taxiing, parking (other than in the Apron Area), or other operations of aircraft. The Airfield Area includes the runways, taxiways, approach and clear zones, safety zones, infield areas, landing and navigational aids, and other facilities and land areas (including but not limited to runway protection zones and noise protection zones as established by the City) at the Airport required by or related to aircraft operations, Exhibit A. Baggage Handling Systems (BHS) The areas and non-TSA equipment at the Airport associated with the consolidated BHS and related areas designed to automatically transfer checked baggage from Airline- monitored inputs to a TSA operated inline checked baggage inspection system with sortation capabilities to automatically transfer checked baggage inspection system cleared bags to designated baggage makeup carousels for pickup by Airline and other airline personnel, all as shown on the Airport’s Terminal Layout, Exhibit B. General Aviation Areas designated for aviation fuel storage facilities, fixed base operations, areas for the sale and servicing of aircraft, and general aviation hangars, buildings, and aprons. Landside Operations Areas designated for employee and public automobile parking, taxicab operations, hotel shuttles, other ground transportation and peer-to-peer operators, rental car operations (excluding rental car ticket counters in the Terminal), and all Airport access roadways. Loading Bridge Any passenger loading bridge serving aircraft at the Terminal Building. Security Police and security services at the Airport DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 [D-23] Table D-8. Direct Cost Centers Cost Center Description of Area Included or Functional Activity Terminal Building The portion of the Terminal Building and associated curbside entrance areas, including, but not limited to, passenger ticketing areas, TSA screening areas, baggage checking areas, baggage claim areas, the Bono Concourse and RJ Concourse, which includes the secure area containing the holdrooms, concession areas, and public circulation areas, all as shown on the Airport’s Terminal Layout, Exhibit B. Other All other areas of the Airport not specifically identified in the preceding Airport Cost Centers, including the facilities, installations, and improvements thereon as they now exist, or as they may hereafter be modified, changed or developed, and any other interest owned by the City in real property with regard to the Airport. Table D-9. Indirect Cost Centers Cost Center Description of Area Included or Functional Activity Administration Includes the administrative functions and allocated expenses from the City. Aircraft Rescue and Fire Fighting (ARFF) Includes all rescue and firefighting functions of the Airport (other than those covered by the Security Cost Center). Control Center Includes all functions related to the facility responsible for controlling aircraft flying in the airspace between airport approaches and departures. Maintenance Includes maintenance of in-house and contract maintenance (to the extent not included in Maintenance & Operating Expenses or Maintenance & Operating Reserves or other items allocated to the Direct Cost Centers. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 EXHIBIT D RATES FOR RENTALS, FEES, AND CHARGES FISCAL YEAR 2024 1. Terminal Rental Rate. a. Signatory Airline: $83.82 per square foot. b. Non-signatory Airline: $104.77 per square foot.1 2. Landing Fee Rate. a. Signatory Airline: $2.96 per 1,000 pounds of Landed Weight. b. Non-Signatory Airline: $3.70 per 1,000 pounds of Landed Weight. 3. Loading Bridge Fee: a. Signatory Airline: $63.24 per loading bridge attached to preferentially leased holdroom at the Bono Concourse. b. Non-Signatory Airline: $79.05 per loading bridge attached to preferentially leased holdroom at the Bono Concourse. 4. Per Use Fee – Aircraft Gate (Bono Concourse): a. Signatory Airline: $120.83 per one hour thirty minute period (1.5 hours) use, or any portion thereof. b. Non-Signatory Airline: $151.03 per one hour thirty minute period (1.5 hours) use, or any portion thereof. 5. Per Use Fee – Aircraft Gate (RJ Concourse): a. Signatory Airline: $85.46 per one hour thirty minute period (1.5 hours)use, or any portion thereof. b. Non-Signatory Airline: $106.82 per one hour thirty minute period (1.5 hours) use, or any portion thereof. 6. Per Use – Fee Ticket Counter: a. Signatory Airline: $34.90 per four (4) hour use, or portion thereof, of ticket counter area. b. Non-Signatory Airline: $43.63 per four (4) hour use, or portion thereof, of ticket counter area. 7. Non-Terminal RON Parking Fee: $0.00 for each Overnight use of Remote aircraft parking area. 1 Non-Signatory Airline rates shall apply to Non-Signatory Airlines if terminal rental rates and landing fees apply to such tenants/licensees. Non-Signatory Joint Use charges will include a twenty-five percent surcharge in addition to the rate charged to Signatory Airlines. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 EXHIBIT E RESPONSIBILITIES OF CITY AND AIRLINE FOR OPERATION AND MAINTENANCE OF TERMINAL BUILDING DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Area/Item City Airline Aircraft Apron Pavement Maintenance X Pavement Markings X Pavement Sweeping X Airline Signage X Fuel Spill Cleanup X Exclusive and Preferential Use Space Exterior Shell/Structure X Access Control X Airline Security Control X Janitorial X General Electrical/Mechanical/Plumbing X Light Fixtures X Interior Painting X Carpeting/floor finishes X Ticket Counter Shells X Ticket Counter Inserts X Baggage Handling System (BHS) X Airline Improvements X Airline Signage X Holdrooms/Aircraft Gates Counter Shells X Counter/Inserts X Signage (Directional) X Arrival and Departure Boards X Public Address System X Loading Bridges X Custodial X Furniture X Carpeting/floor finishes X A&D TV Screens X Carpet X Access Control X Airline Security Control X Airline Signage X Terminal Building - Public Use & General Structural Maintenance, including roof X City installed equipment and systems X Electrical service - Terminal, Aircraft Apron, BHS, and Loading Bridges X EXHIBIT E: MAINTENANCE AND OPERATIONS RESPONSIBILITIES Responsibility DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Area/Item City Airline Terminal Building - Public Use & General HVAC service - Terminal, Aircraft Apron, BHS, and Loading Bridges X Light fixtures X Plumbing - excluding fixtures in Leased Sp X Domestic Water X Carpeting/floor finishes X SOURCE: City of Palm Springs; Ricondo & Associates, Inc., September 2022. PREPARED BY: Ricondo & Associates, Inc., October 2022. ResponsibilityDocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 EXHIBIT F AFFILIATE IDENTIFICATION AND REQUIREMENTS DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 EXHIBIT F AFFILIATE IDENTIFICATION AND REQUIREMENTS “Airline”: “Affiliate”: d/b/a Affiliate Address: Affiliate Point of Contact: Telephone: Fax: Email: Date Start of Service: Date of Termination: Airline and Affiliate acknowledge and agree that Affiliate shall comply with all terms, conditions, covenants, and obligations as set forth in the Palm Springs International Airport Airline-Airport Use and Lease Agreement, dated July 1, 2023. AIRLINE By: AFFILIATE By: DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512      DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 PSP MONTHLY AIRLINE ACTIVITY REPORTAIRLINE:MONTH: YEAR:2023STATUS: SIGNATORYSUBMITTED BY: PHONE: EMAIL:TTL WAIVEDENPLANEDDEPLANEDTOTALSIGNATORY Sig Cost # Flts # FltsTTL USE WAIVED USE0BONO USE$0.00 $0.00RJ USE $0.00 $0.00DESTINATION# OF FLIGHTSTOTALTOTAL $0.00$0.000ENPLANED DEPLANEDTOTAL0*AIRLINEINCENTIVE - WAIVER DESTINATIONSAIRCRAFT TYPE (EX: 737 MAX)SEAT CAPACITYMGLW (1,000 LB.)TOTAL LANDINGSQUALIFIED LANDINGS TOTAL MGLWLANDING FEE CALCULATIONTOTAL SEAT CAPACITYTOTAL MGLW WAIVEDTOTAL WAIVED LANDING FEE CALCULATIONLANDING FEE CALCULATION0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ 0-$ 0 0 -$ -$ TOTALS000 -$ 0 0 -$ -$ NOTES:*ONLY Airlines who have approved application and approved routes may qualify for the airline incentive waiversSend report to pspmonthlyreporting@palmspringsca.gov by the 10th of the monthREVENUE PASSENGERS ONLYTOTAL HOLD ROOM USECITY USE ONLYCANCELED FLIGHTS AIR CARGO (POUNDS) MONTHLY LANDINGS BY AIRCRAFT TYPE CITY USE ONLYReports are due before the 10th of each month for the prior month.Please e-mail to PSPMonthlyReporting@palmspringsca.govRev.9 -VC-3-2022        DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 EXHIBIT H FEDERAL NONDISCRIMINATION REQUIREMENTS DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 Title VI Clauses for Compliance with Nondiscrimination Requirements. During the performance of this Agreement, Airline, for itself, its assignees, and successors in interest, agrees as follows: 1.Compliance with Regulations: Airline will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities (“Nondiscrimination Acts and Authorities” as set forth in paragraph B below), as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. 2.Nondiscrimination: Airline, with regard to the work performed by it during this Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Airline will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when this Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3.Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by Airline for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by Airline of Airline’s obligations under this Agreement and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4.Information and Reports: Airline will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of Airline is in the exclusive possession of another who fails or refuses to furnish the information, Airline will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5.Sanctions for Noncompliance: In the event of Airline’s noncompliance with the non-discrimination provisions of this Agreement, City will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to Airline under this Agreement until Airline complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. Incorporation of Provisions: Airline will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. Airline will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 provisions including sanctions for noncompliance. Provided, that if Airline becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, Airline may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, Airline may request the United States to enter into the litigation to protect the interests of the United States. DocuSign Envelope ID: B04F06E3-E16E-45AF-80E1-49C40C6C12C2DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER: $ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 10/19/2023 (604) 691-1000 (604) 691-1062 B5853 FLAIR AIRLINES LTD. 1000 AIRPORT ROAD # 6543 LEDUC COUNTY, AB T9E 0V3 CANADA A 2,000,000 P04161533 10/11/2023 10/11/2024 500,000 A PROPERTY P04161533 10/11/2023 SEE BELOW Willis Canada Inc. 666 Burrard Street, Suite 2650 Vancouver, BC V6C 2X8 Northbridge General Insurance Corporation 013 10/11/2024 X X X PRIMESTONE DEVELOPMENTS INC. C/O SPRING TOWN BUSINESS PARKS ATTENTION: TONY DI PEDE 1415 BONHILL ROAD, UNIT 1 MISSISSAUGA, ON L5T 1R2 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: EVIDENCE OF INSURANCE PROPERTY INCLUDES: -NEWLY ACQUIRED BUSINESS PERSONAL PROPERTY -BUSINESS INTERRUPTION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED ABOVE, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 666 Burrard Street, Suite 2650. Vancouver, BC, Canada, V6C 2X8 Tel: (604) 691-1000 Fax: (604) 691-1062 Website: www.wtwco.com CERTIFICATE OF INSURANCE Reference No. FLR/2023/GEN/0052R Certificate Holder): Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite 1 Palms Springs, CA, 92262 Attn: Executive Director -and- Palm Springs International Airport 3200 E. Tahquitz Way, PO Box 2743 Palm Springs, CA 92262 Attn: City Manager March 6, 2024 This is to certify that Insurance, as described hereunder, has been arranged on behalf of the Insured named herein and that such insurance, at the date hereof, is in full force and effect. Insured Flair Airlines Ltd. 6543, 1000 Airport Rd Edmonton International Airport, AB T9E 0V3 Term From 26 November 2023 To 1 December 2024 both days at 12.01am Standard Time at the address of the Insured Insurers & Policy Numbers Underwriters at Lloyd’s of London and Subscribing Insurers as arranged by Willis Aerospace Canada a division of Willis Canada, Inc. – 1000168367-03 Interest(s) Insured All Boeing 737 aircraft owned and/or leased and/or operated by the Named Insured. Coverage(s) (A) Comprehensive Airline Liability Insurance including AVN52E, Aircraft Third Party Bodily Injury (including passengers) Property Damage Legal Liability, Personal Injury including Premises and Operations Liability, Hangarkeepers and Products / Completed Operations Liability. Coverage also includes liability for the operation of licensed and unlicensed vehicles on airport property. (B) Host Liquor Liability (C) Sudden and Accidental Pollution Liability Limit(s) of Liability / Sum(s) Insured (A) Combined Single Limit not less than USD300,000,000 each occurrence, each aircraft and in the annual aggregate in respect of Products/Completed Operations. Subject to a limit of USD25,000,000 each occurrence and in the annual aggregate in respect of Personal Injury (except with respect to passengers to whom the full limit applies). Not less than USD25,000,000 each occurrence in respect of the operation of licensed and unlicensed vehicles on airport property. The coverage provided with respect to War and Allied Perils is in accordance with the Extended Coverage Endorsement (AVN52E) and is limited to a Combined Single Limit of CAD150,000,000 each occurrence and in the annual aggregate (except with respect to passengers) to whom the full limit applies; however, overall AVN52E annual aggregate not to exceed USD150,000,000. (B) USD10,000,000 any one Occurrence and in the annual aggregate. (C) CAD2,000,000 per occurrence and in the aggregate Geographical Limits Worldwide (Excluding Russia, Ukraine, Belarus, and Crimea) Special Provision(s) In respect of the Non-Signatory Airline Operating Permit between the Named Insured and the Certificate Holder in force as of March 8, 2024, Insurers agree the following: DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 666 Burrard Street, Suite 2650. Vancouver, BC, Canada, V6C 2X8 Tel: (604) 691-1000 Fax: (604) 691-1062 Website: www.wtwco.com • The The City of Palm Springs, it’s governing Board and each of its officers, directors, officials, employees and authorized agents and volunteers are added as additional insureds for their respective rights and interests due to liability arising out of the Named Insured’s operations. • Without increasing the limit of liability, the policy must protect all insured parties to the full extent of coverage provided. Further, the policy must apply to each Insured in the same manner and to the same extend as if a separate policy has been issued to each. • The Insurances shall be primary and without right of contribution from any other insurance which may be available to the City of Palm Springs, its governing Board, officers, directors, officials, employees and authorized agents and volunteers. • All Insurers agree to waive their rights of subrogation against the City of Palm Springs, its governing Board, officers, directors, officials, employ ees and authorized agents and volunteers but only to the same extent that the Named Insured has waived its rights of recovery against the City of Palm Springs, its governing Board, officers, directors, officials, employees and authorized agents and volunteers in the Agreement. • The coverage afforded to the City of Palm Springs, its governing Board, officers, directors, officials, employees and authorized agents and volunteers shall not be invalidated by an act or omission (including misrepresentation and non-disclosure) of any Insured which results in a breach of any term, condition or warranty of the Policy PROVIDED THAT the City of Palm Springs, its governing Board, officers, directors, officials, employees and authorized agents and volunteers so protected has not caused, contributed to or knowingly condoned the said act or omission. Additionally, the coverage afforded to the Certificate holder under this clause will not apply in the event of exhaustion of policy limits or to losses or claims arising from perils specifically excluded from coverage or not otherwise covered under the policies. • It is agreed that written notice of cancellation of/or adverse material change in the insurance evidenced by the Certificate will be given by Insurers to the Certificate Holder at least thirty (30) days prior to any such change or cancellation becoming effective except, however, only ten (10) days notice will be given in the event of non-payment of premium, and in respect of War and Allied Perils Coverage (where applicable), automatic and/or seven (7) days notice of cancellation provisions apply. Such notice will NOT, however, be given at normal expiry of insurances or any endorsement. Subject always to the scope of the policies noted above and the policies’ declarations, insuring agreements, definitions, terms, conditions, limitations, exclusions, deductibles, warranties and endorsements remaining paramount. This Certificate of Insurance is issued as a summary of the insurances under the policies noted above and confers no rights upon the Certificate Holder(s) as regards those insurances other than those provided by the policies. As respects each Certificate Holder(s) respective interests, this Certificate of Insurance shall automatically terminate upon the earlier of: (i) Policy expiration; (ii) Cancellation of the policies prior to policy expiration, as notified to the Certificate Holder(s) as required herein; (iii) agreed termination of the Contract(s); and/or in the case of physical damage insurance relating to those Certificate Holder(s) who have an insurable interest in the Equipment as of the date of issuance of this Certifi cate of Insurance: agreed termination of the Named Insured’s and/or the Certificate Holder(s) insurable interest in the Equipment. The undersigned is not an Insurer and has no liability as an Insurer as a result of issuing this Certificate or under the above policies. DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 666 Burrard Street, Suite 2650. Vancouver, BC, Canada, V6C 2X8 Tel: (604) 691-1000 Fax: (604) 691-1062 Website: www.wtwco.com If Certificates have been issued prior to the Date of Issue of this Certificate, this Certificate cancels and supersedes each such Certificate. (Re)Insurers Liability Clause LMA3333 (21/06/07) WILLIS CANADA INC., A WILLIS TOWERS WATSON COMPANY _______________________________________________ Authorized Signatory DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512 9912 – 107 Street PO Box 2415 Edmonton AB T5J 2S5 Email: ebusiness.support@wcb.ab.ca Tel: (780) 498-3999 (1-866-922-9221) Fax: (780) 498-7999 WCB website: www.wcb.ab.ca SIGN UP FOR ONLINE SERVICES - GO TO MY.WCB.AB.CA March 7, 2024 Reference Number: PALM SPRING INTERNATIONAL AIRPORT (PSP) 3400 E. TAHQUITZ CANYON WAY SUITE 1 PALM SPRINGS CA 92262 Dear Sir or Madam: Re:FLAIR AIRLINES LTD. 6543-1000 AIRPORT RD EDMONTON INTERNATIONAL AIRPORT EDMONTON AB T9E 0V3 The above named subcontractor has an account with WCB-Alberta in the following industry(ies): account trade names(s)/industry effective date coverage 5801563 CHARTER AIRLINE SERVICES Mar 28, 2008 worker coverage no personal coverage Thank you for checking into the status of this contractor or subcontractor. Under Section 126 of the Workers' Compensation Act, you are responsible for obtaining a clearance on your contractor or subcontractor, in order to release you from any liability for unpaid WCB premiums owed by them. Please ensure clearance has been issued in the correct name and that there is coverage in the industry(ies) for which work was performed. Please accept this letter as a clearance for work completed between the effective date of the account and the date of this letter. For this account, you are cleared of any liability under Section 126 of the Workers' Compensation Act up to the date of this letter. Any holdback may be released for contracts completed, and/or for work completed to the date of this letter. For an account that shows closed under the effective date, the clearance is only valid for work completed up to the close date. If work has not started, obtain a clearance prior to releasing final payment. Please note, if any directors of the corporation are injured at work, you are protected from lawsuit if they have personal coverage. If they do not have personal coverage, you may not be protected in the case of a workplace injury. If your contractor or subcontractor is performing work outside Alberta, contact the WCB in that jurisdiction to determine your clearance and any other WCB requirements. Any alteration of this document is strictly prohibited. Yours truly, eBusiness Support Team (14709024) DocuSign Envelope ID: 80075BCF-F88B-4EB2-A259-B986D6315512