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HomeMy WebLinkAbout24N376 - Frontier Airlines Inc (Non-Signatory Airline Operating Permit)CONTRACT 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 Frontier Airlines, Inc. Amber Mehmedovic Amber.Mehmedovic@flyfrontier.com Airline Operating Permit Based on fees outlined in 2023 Agreement Operating on a month-to-month basis, commencing on 11/29/24 N/A Howard Diamond, howard.diamond@flyfrontier.com Barry Biffle, barry.biffle@flyfrontier.com Aviation Victoria Carpenter/ 3808 4/23/2023 24N376 N/A Yes Yes Yes Yes N/A No N/A N/A N/A N/A 1/2024 Tanya Perez         Non-Signatory Airline Operating Permit July 1, 2023                        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                        Non-Signatory Airline Operating Permit ii DAMAGE OR DESTRUCTION, INSURANCE, INDEMNIFICATION AND RELEASE OF LIABILITY.................................................................................................28 ENVIRONMENTAL COMPLIANCE .................................................................................34 ASSIGNMENT ..................................................................................................................42 RULES AND REGULATIONS, COMPLIANCE WITH LAW, NONDISCRIMINATION....................................................................................................42 NOTICES ..........................................................................................................................47 MISCELLANEOUS...........................................................................................................47                        Non-Signatory Airline Operating Permit iii LIST OF EXHIBITS                        Non-Signatory Airline Operating Permit 1 NON-SIGNATORY AIRLINE OPERATING PERMIT This NON-SIGNATORY AIRLINE OPERATING PERMIT (“PERMIT”) is issued as of the day of 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 )URQWLHU $LUOLQHV ,QF, a corporation organized and existing under the laws of the State of _________________ (“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. 1RYHPEHU &RORUDGR $LUSRUW:D\ 'HQYHU&2 +RZDUG'LDPRQG (93/HJDODQG&RUSRUDWH$IIDLUV 1$ 1$ FRQWUDFWBQRWLFHV#IO\IURQWLHUFRP         29th                 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.                        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 termination 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                        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.                        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. 5“Effective Date” shall mean 1RYHPEHU. 6“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                        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                        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 an 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                        Non-Signatory Airline Operating Permit 8 Airline covenants and agrees that on expiration of this 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                        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                        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 Airline 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 activities 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 employe es, 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 City's right to require that each provider of services or supplier to Airline secures written                        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 limited 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.                        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.                        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                        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                        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                        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.                        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                        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                        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.                        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,                        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                        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.                        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                        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                        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                        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                        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 p art 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 apprentices 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                        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 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 with the prior written approval of the City’s Executive Director . 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                        Non-Signatory Airline Operating Permit 29 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 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                        Non-Signatory Airline Operating Permit 30 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 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                        Non-Signatory Airline Operating Permit 31 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. 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                        Non-Signatory Airline Operating Permit 32 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’, 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.                        Non-Signatory Airline Operating Permit 33 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 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 but 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                        Non-Signatory Airline Operating Permit 34 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 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 all 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,                        Non-Signatory Airline Operating Permit 35 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 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                        Non-Signatory Airline Operating Permit 36 a nuisance upon the Airport or to adjacent properties or poses or threatens to pose a hazard to the health or safety of persons on or about 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 Control Law); or 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                        Non-Signatory Airline Operating Permit 37 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 Sectio n 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 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                        Non-Signatory Airline Operating Permit 38 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 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, (colle ctively “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                        Non-Signatory Airline Operating Permit 39 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. 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                        Non-Signatory Airline Operating Permit 40 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 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.                        Non-Signatory Airline Operating Permit 41 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 (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.                        Non-Signatory Airline Operating Permit 42 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 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                        Non-Signatory Airline Operating Permit 43 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 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                        Non-Signatory Airline Operating Permit 44 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 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                        Non-Signatory Airline Operating Permit 45 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. 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,                        Non-Signatory Airline Operating Permit 46 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 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 indemnify against, any claim based upon the City’s, its employee’s officers, contractors or another Air Transportation                        Non-Signatory Airline Operating Permit 47 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 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-Signatory Airline Operating Permit 48 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 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                        Non-Signatory Airline Operating Permit 49 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 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                        Non-Signatory Airline Operating Permit 50 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 time. 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 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                        Non-Signatory Airline Operating Permit 51 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 thereof. Remedies The rights and remedies given to the City and Airline in this Permit are distinct, separate and cumulative, and not 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                        Non-Signatory Airline Operating Permit 52 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 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 Airl ine’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                        Non-Signatory Airline Operating Permit 53 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. 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 reimburse 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.                        Non-Signatory Airline Operating Permit 54 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. 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                        Non-Signatory Airline Operating Permit 55 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.                        Non-Signatory Airline Operating Permit 56 SIGNATURE PAGE TO AIRPORT PERMIT BY AND BETWEEN THE CITY OF PALM SPRINGS AND __________ IN WITNESS WHEREOF, the parties have executed and entered into this Permit as of the date first written above. AIRLINE: By: ___________________________________ Signature Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: ________ Item No. ________ APPROVED AS TO FORM: ATTEST: By: City Attorney By: City Clerk APPROVED: By: City Manager Date: : )5217,(5$,5/,1(6,1& )5217,(5$,5/,1(6,1&          4/27/2023 1N By Date                    EXHIBIT A AIRPORT BOUNDARY                        Palm Springs International Airport Airport Boundary Exhibit A                        EXHIBIT B TERMINAL BUILDING SPACE MAPS                        &Y D M V T J W F  6 T F  4 Q B D F 1S F G F S F O U J B M  6 T F  4 Q B D F  3D O P  6 S U L Q J V  , Q W H U Q D W L R Q D O  $ L U S R U W 7H U P L Q D O  % X L O G L Q J  6 S D F H  0 D S ([ F O X V L Y H  D Q G  3 U H I H U H Q W L D O  6 S D F H    7 L F N H W  : L Q J ([ K L E L W  %   /0 3 5 )  5 * $ , & 5  8 * / ( 40 6 5 )  5 * $ , & 5  8 * / ( 8S G D W H  ( [ K L E L W             3 R U W H U  D Q G  ) U R Q W L H U  $ L U O L Q H V 31 9 S F 319 SFS th e L E O o f f i c e a r e 4 2 6 s q u a r e f e e t Su n C o u n t r y Cl e a r 15 8 S F Av e l o Fl a i r 31 9 S F Fl a i r r 319 SFAvelo 13 5 S F Po r t e r Ai r l i n e s 13 5 SF Por t e r Ai r l i n e s 13 1 S F Ai r Ca n a d a 13 1 SF Ai r Ca n a d a Cl e a r 42 5 S F Ai p o r t O f f i c e Su n Co u n t r y TS A - EM P L O Y E E SC R E E N I N G AR E A TS A - EX P L O S I V E DE V I C E SC R E E N I N G 10 , 2 9 4 S F TSA - EMP L O Y E E SC R E E N I N G AR E A TSA - EXP L O S I V E DEV I CE SC R E E N I N G 10 , 2 9 4 SF 69 S F 98 S F 12 6 S F 86 S F M- 1 5 0 - S M- 1 5 5 - S M- 1 4 5 - S M- 1 4 8 - S M- 1 4 9 - S M- 1 5 3 - S M- 1 5 7 - S M- 1 5 6 - S M- 1 5 8 - S M- 1 5 9 - S M- 1 6 0 - S M- 1 6 1 - S M- 1 6 2 - S M- 1 6 8 - S M- 1 6 3 - S M- 1 7 0 - S M- 1 6 9 - S M- 1 7 8 - S M- 1 6 7 - S M- 1 6 5 - S M- 1 6 4 - S ntr y n69 SF n IT P I T R O O M N. I D F ME C H / E L E C ME C H / E L E C Ce n t r a l ID F 91 S F So u t h w e s t 27 3 S F Cl e a r 28 5 S F Cl e a r 285 SF 13 6 S F 12 4 S F 59 8 S F 21 8 S F 21 5 S F 45 0 S F 71 S F 31 9 S F 31 9 S F 63 7 S F 41 0 S F 21 2 S F 10 0 1 S F 31 9 S F 91 9 S F 10 0 1 S F 13 3 7 S F 13 3 7 S F 12 9 7 S F 10 3 S F 13 5 S F 72 S F 34 5 S F 24 0 S F 25 1 S F 26 0 S F 32 6 S F 16 3 S F 24 7 S F 49 4 S F 52 1 S F 54 5 S F To t e St o r a g e / Al a s k a AB M Si e r r a A v i a t i o n Al a s k a Am e r i c a n Un i t e d De l t a Ai r C a n a d a We s t J e t De l t a Un i t e d WF S Sk y w e s t So u t h w e s t So u t h w e s t So u t h w e s t So u t h w e s t S. I D F Al a s k a 319 SF 86 77 63 7 SF 6 SF 6 21 2 2 SFS 22 10 0 1 SF 319 SF 919 SF 10 0 1 SF 13 3 7 SF 13 3 7 SF 12 9 7 SF M-1 4 5-S 10 3 SF AB M M-1 7 0-S 13 6 SF So u t h w e s t M-1 64- S45 0 4 SFSFS Sk y w e s t wew S M-1 65 -S 215 SF So u t h w e s t M-1 67- S 218 SF So u t h w e s t M- 1 7 8 - S -1 7 59 8 SF Al a s k a M- 1 6 1 - S S 260 SF Del t a M- 1 6 9 - S S 91 SF So u t h w e s t S t M-1 68 -S 12 4 SF So u t h w e s t M-1 63 -S 24 0 0 SFSSS WF S SS M- 1 6 2 - S MMMMMMMMMMMMMMMMMMMMMMM 1662 251 SF Uni t e d M-1 60 -S326 SF We s t J e t M-1 5 9 - S 16 3 SF Ai r Ca n a d a M-1 57- S M- 1 5 8 - S 58 S 24 7 777 SF De l t a eeelelee M-1 56 -S 49 4 4 SF Un i t e d U M-1 55 -S M-1 53 -S 52 1 5 SF Am e r i c a n M-1 5 0 - S M-1 4 8-S M-1 4 9-S 54 5 SF Al a s k a Ai r C a n a d a Ai r C a n a d a Ai r C a n a d a Un i t e d Al a s k a We s t J e t We s t J e t We s t J e t Fr o n t i e r Al l e g i a n t De l t a De l t a De l t a Un i t e d Un i t e d Un i t e d Un i t e d Am e r i c a n Am e r i c a n Am e r i c a n Am e r i c a n Al a s k a Al a s k a Al a s k a Al a s k a So u t h w e s t So u t h w e s t Su n C o u n t r y Po r t e r We s t J e t De l t a Am e r i c a n                                                                  Pa l m S p r i n g s I n t e r n a t i o n a l A i r p o r t Te r m i n a l B u i l d i n g S p a c e M a p Jo i n t U s e S p a c e Ex h i b i t B - 2                                                                  Pa l m S p r i n g s I n t e r n a t i o n a l A i r p o r t Te r m i n a l B u i l d i n g S p a c e M a p Ex c l u s i v e S p a c e – Bo n o O f f i c e s Ex h i b i t B - 1                                                                  Pa l m S p r i n g s I n t e r n a t i o n a l A i r p o r t Te r m i n a l B u i l d i n g S p a c e M a p Ex c l u s i v e – Me z z a n i n e L e v e l – Ma i n T e r m i n a l Ex h i b i t B - 1                                                                  EXHIBIT C SUMMARY OF TERMINAL BUILDING AREAS                        (Fiscal Year Ending June 30) FISCAL YEAR 2023 LEASED SPACE EXCLUSIVE USE SPACE 1/ Alaska 2,670 American 2,037 Delta 1,392 Southwest 1,851 Skywest 450 United 2,011 Westjet 714 Air Canada 385 Boutique - Allegiant - Frontier - JetBlue 355 Sun Country 69 Flair 120 EXCLUSIVE USE SPACE 12,054 PREFERENTIAL USE SPACE Alaska 1,297 American 1,337 Delta 919 Southwest 637 Skywest - United 1,337 Westjet 1,011 Air Canada 1,001 Allegiant 517 Frontier - JetBlue 319 Sun Country 410 Flair 319 Avelo 319 PREFERENTIAL USE SPACE 9,423 HOLDROOM SPACE Bono Terminal Holdroom 15,584 RJ Terminal Holdroom 14,644 TOTAL HOLDROOM SPACE 30,228 EXHIBIT C: SUMMARY OF TERMINAL AREAS                        (Fiscal Year Ending June 30) FISCAL YEAR 2023 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 TOTAL LEASED AIRLINE SPACE Exclusive 12,054 Preferential 9,423 Joint Use 45,216 TOTAL LEASED AIRLINE SPACE 66,693 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 116,271 Non-Leasable Space: Mechanical - Circulation - Public Circulation Enclosed 23,700 Public Circulation Unenclosed 56,200 Total Non-Leasable Space 79,900 TOTAL TERMINAL SPACE 196,171 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., October 2022. EXHIBIT C: SUMMARY OF TERMINAL AREAS                        EXHIBIT D RATES FOR RENTALS, FEES, AND CHARGES                        EXHIBIT D RATES FOR RENTALS, FEES, AND CHARGES FISCAL YEAR 202 Terminal Rental Rate. DSignatory Airline: $per square foot. ENon-signatory Airline: $per square foot.1 Landing Fee Rate. DSignatory Airline: $per 1,000 pounds of Landed Weight. ENon-Signatory Airline: $per 1,000 pounds of Landed Weight. Loading Bridge Fee: DSignatory Airline: $per loading bridge attached to preferentially leased holdroom at the Bono Concourse. ENon-Signatory Airline: $per loading bridge attached to preferentially leased holdroom at the Bono Concourse. Per Use Fee –Aircraft Gate (Bono Concourse): DSignatory Airline: $1per one hour thirty minute period (1.5 hours) use, or any portion thereof. ENon-Signatory Airline: $per one hour thirty minute period (1.5 hours) use, or any portion thereof. Per Use Fee –Aircraft Gate (RJ Concourse): DSignatory Airline: $per one hour thirty minute period (1.5 hours)use,or any portion thereof. ENon-Signatory Airline: $1per one hour thirty minute period (1.5 hours) use, or any portion thereof. Per Use –Fee Ticket Counter: DSignatory Airline: $per four (4) hour use, or portion thereof, of ticket counter area. ENon-Signatory Airline: $per four (4) hour use, or portion thereof, of ticket counter area. Non-Terminal RON Parking Fee: $0.00 for each Overnight use of Remote aircUDIW 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.                        EXHIBIT E RESPONSIBILITIES OF CITY AND AIRLINE FOR OPERATION AND MAINTENANCE OF TERMINAL BUILDING                        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                        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. Responsibility                        EXHIBIT F AFFILIATE IDENTIFICATION AND REQUIREMENTS                        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:         N/A Airline has no Affiliates                                             P S P M O N T H L Y A I R L I N E A C T I V I T Y R E P O R T - N O N S I G N A T O R Y AI R L I N E : M O N T H : Y E A R : ST A T U S : NO N - S I G N A T O R Y SU B M I T T E D B Y : P H O N E : E M A I L : RE V E N U E E N P L A N E D D E P L A N E D T O T A L W A I V E D PA S S E N G E R S 0 Us e F e e # F l t s # F l t s TT L U S E W A I V E D U S E BI L L A B L E U S E BO N O U S E $1 5 1 . 0 3 $ 0 . 0 0 $ 0 . 0 0 $0 . 0 0 AI R C A R G O E N P L A N E D D E P L A N E D T O T A L N/ A AG U A $ 1 0 6 . 8 2 $ 0 . 0 0 $ 0 . 0 0 $0 . 0 0 (P O U N D S ) 0 TO T A L $ 0 . 0 0 $0 . 0 0 $ 0 . 0 0 AI R C R A F T TY P E S SE A T CA P A C I T Y MG L W (1 0 0 0 L B S ) TO T A L LA N D I N G S Ci t y C i t y C i t y C i t y W A I V E D LA N D I N G S BI L L A B L E LA N D I N G S TO T A L MG L W TO T A L LA N D I N G FE E S TT L S E A T CA P A C I T Y TO T A L MG L W WA I V E D TO T A L LA N D I N G F E E S WA I V E D BI L L A B L E LA N D I N G F E E S 00 0- $ 0 0 - $ - $ 00 0- $ 0 0 - $ - $ 00 0- $ 0 0 - $ - $ 00 0- $ 0 0 - $ - $ 00 0- $ 0 0 - $ - $ 00 0- $ 0 0 - $ - $ 00 0- $ 0 0 - $ - $ 00 0- $ 0 0 - $ - $ 00 0- $ 0 0 - $ - $ 00 0- $ 0 0 - $ - $ TO T A L S 00 0 0 0 0 0 0 - $ 0 0 - $ - $ DE S T I N A T I O N N U M B E R R E A S O N C i t y C i t y C i t y C i t y Ve r i f i c a t i o n - $ - $ - $ - $ -$ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - TT L - $ - $ - $ - $ -$ NO T E : * O N L Y A i r l i n e s w h o h a v e a p p r o v e d a p p l i c a t i o n s a n d a p p r o v e d r o u t e s m a y q u a l i f y f o r t h e a i r l i n e i n c e n t i v e w a i v e r s CA N C E L L E D F L I G H T S AI R P O R T U S E O N L Y - L A N D I N G F E E S W A I V E D B Y D E S T I N A T I O N EN P L A N E D B A G S T O T A L H O L D R O O M U S E CI T Y U S E O N L Y N/ A BI L L I N G N/ A TO T A L M O N T H L Y L A N D I N G S B Y A I R C R A F T T Y P E AI R L I N E I N C E N T I V E Q U A L I F I E D L A N D I N G S BY D E S T I N A T I O N CI T Y U S E O N L Y Re p o r t s a r e d u e b e f o r e t h e 1 0 t h o f e a c h m o n t h f o r t h e p r i o r m o n t h . Pl e a s e e - m a i l t o P S P M o n t h l y R e p o r t i n g @ p a l m s p r i n g s c a . g o v Re v . 1 2 A i r p o r t T e m p 7 - 1 - 2 4                                                                  EXHIBIT H FEDERAL NONDISCRIMINATION REQUIREMENTS                        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                        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.                        SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Willis Towers Watson Southeast, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA Frontier Airlines Holdings, Inc. 4545 Airport Way Denver, CO 80239 This Voids and Replaces Previously Issued Certificate Dated 05/31/2024 WITH ID: W33761570. CONTRACT(S): Airport Operating and Lease Agreement between Palm Beach International Airport and Frontier Airlines, Inc. City of Palm Springs/ Palm Springs International Airport 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 11/12/2024 1-877-945-7378 1-888-467-2378 certificates@wtwco.com Starr Indemnity & Liability Company 38318 Starr Specialty Insurance Company 16109 W36202701 A 1,000,000 06/01/202506/01/2024YY1000600399241 100 0003732 B Y 1,000,000 06/01/2024 06/01/2025 1,000,000 1,000,000 370102026758067SR ID:BATCH: WTW Certificate Center Page 1 of 2        ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Frontier Airlines Holdings, Inc. 4545 Airport Way Denver, CO 80239 The City of Palm Springs, its officials, employees, and agents are included as Additional Insureds as respects to Auto Liability. Should any of the policies be cancelled before the expiration date thereof, the issuing company will mail 30 days written notice to the certificate holder named. Waiver of Subrogation applies in favor of the City, its officials, employees, agents, and contractors with respects to Auto Liability and Workers Compensation, as permitted by law. 22 Willis Towers Watson Southeast, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W36202701CERT:3701020BATCH:26758067SR ID:         Arthur J. Gallagher Risk Management Services, LLC Gallagher Global Aerospace US 300 S Riverside Plaza, Suite 1500, Chicago, IL 60606 Sarah_Allen@ajg.com 6/15/2024 This is to certify to the following Certificate Holder(s): Palm Springs International Airport Certificate Number FA-24-196 This is to certify that the insurance brokers of Arthur J. Gallagher (UK) Limited and Arthur J. Gallagher Risk Management Services, LLC have placed the referenced policies (Hull & Liability AI 013468407-09 for 100% National Union Fire Insurance Company of Pittsburgh, PA and Other Licensed Companies and (Hull War GA2407803 and Excess AVN52E GA2408217) for 100% with Underwriters at Lloyd’s and Other Licensed Companies, each for their part and not one for the other, on behalf of the Named Insured covering their operations against the following risks and up to the limits stated whilst operating as per Geographical Limits stated below. Named Insured: Frontier Airlines Holdings, Inc., Frontier Airlines, Inc., and any firm or corporation affiliated to, subsidiary to, associated with or under the same management as any corporation herein named as now existing or as shall hereafter be created at 4545 Airport Way, Denver, CO, 80239 Policy Period:15 June 2024 to 15 June 2025 both days at 00:01 Local Standard Time at the address of the Named Insured Coverages: ALL RISKS (GROUND AND FLIGHT) AIRCRAFT HULL VALUE: As on File Including All Risks (including transit) Aircraft Spare parts Insurance. The Spares coverage is subject to a Deductible but the applicable aircraft hull deductible shall apply in respect of engine running losses: Spares Deductible USD 10,000 each loss The Hull coverage is subject to a Deductible (not applicable to Total or Constructive Total Loss/Arranged Total Loss. Occurrence aggregate deductible equal to highest applicable deductible): USD 750,000 any one occurrence AVIATION HULL WAR AND ALLIED PERILS (LSW555D) VALUE: As on File Including All Risks (including transit) Aircraft Spare parts Insurance AIRCRAFT LIABILITY AND COMPREHENSIVE GENERAL LIABILITY LIMIT: USD 300,000,000 each occurrence, unless sublimit as noted; Including, but not limited to: Bodily Injury and Property Damage to Third Parties, Passenger, Personal Injury (non- passengers sublimit USD 25,000,000 per occurrence), Contractual, Passengers' Baggage, Premises, Fire Legal Liability Damage to Rented Premises, Products, Hangarkeepers, Host Liquor, Limited Sudden and Accidental Pollution and Cargo Legal Liabilities. On Airport Automobile Liability. Fire Legal Liability Damage to Rented Premises, Excess Off Airport Automobile and Excess Employers Liabilities (each sublimit USD 25,000,000 per occurrence). AVN52E Extended Coverage Endorsement (Aviation Liabilities) (sublimit USD 250,000,000 per occurrence with Excess AVN52E: USD 1,000,000,000 per occurrence). An annual aggregate limit applies to some coverages. Aircraft And/Or Equipment:Any aircraft owned, used, maintained and/or operated by the Named Insured. Contracts:In regards to any Contracts or Agreements between the Certificate Holder and Named Insured. Geographical Limits: Worldwide but excluding (i)loss of or damage to property insured hereunder located in any Excluded Country; (ii)the operation or use of Aircraft while within the airspace of any Excluded Country; (iii)the Insured’s activities/operations in any Excluded Country. Excluded Country: Russia, Belarus, Ukraine and Crimea. However, coverage pursuant to this Policy applies: a)i) for the overflight of any Excluded Country where the flight is within an internationally recognised air corridor and is performed in accordance with I.C.A.O. recommendations; or ii)in circumstances where an insured Aircraft has landed in any Excluded Country as a direct consequence and exclusively as a result of force majeure. b)Worldwide in respect of Products Liability. Special Provisions Subject always to the scope of the referenced policies and all the policies’ declarations, insuring agreements, terms, conditions, limitations, exclusions, deductibles, warranties and endorsements thereof remaining paramount: Solely as respects: (i) The Coverage(s) noted above; (ii) the Contract(s) (and then only to the extent of the Named Insured’s obligation to provide insurance under the terms of the Contract(s)); and (iii)the operations of the Named Insured; the policies are endorsed to include the following provisions(s): The City of Palm Springs, and its respective directors, officers, agents and employees are included as Additional Insured as their respective rights and interests may appear, warranted no operational interest; however, no party shall be included as an Additional Insured as respects its legal liability manufacturer, repairer or servicing agent of the Aircraft and/or Engines. This insurance is primary without right of contribution from any other insurance as may be carried by the Additional Insureds. The Insurers waive their rights of subrogation against the Additional Insureds but only to the extent the Named Insured has waived its rights of recovery under the Contract(s). In the event of cancellation or material changes of the policies by insurers which would adversely affect the interests of the Certificate Holder(s), Insurers agree to provide 30 days, (seven (7) days in the case of war risks and allied perils coverage) prior written notice to the Certificate Holder(s). This is to certify that policies of insurance listed above have been issued to the Insured named above and are in force at this time. Notwithstanding any requirement, term or condition of any contracts or other documents with respect to which the certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all terms, exclusions and conditions of such policies. Authorized Representative         Arthur J. Gallagher Risk Management Services, LLC Gallagher Global Aerospace US 300 S Riverside Plaza, Suite 1500, Chicago, IL 60606 Sarah_Allen@ajg.com SCHEDULE OF ADDRESSEES TO CERTIFICATE NUMBER: FA-24-196 INSURED Frontier Airlines Holdings, Inc., Frontier Airlines, Inc., and any firm or corporation affiliated to, subsidiary to, associated with or under the same management as any corporation herein named as now existing or as shall hereafter be created SUBJECT In regards to any Contracts or Agreements between the Certificate Holder and Named Insured. COMPANY Palm Springs International Airport CONTACT Attn: Daniel Meier, C.M. NAME ADDRESS 3400 E. Tahquitz Canyon Way, Suite OFC Palm Springs, CA 92262 EMAIL Daniel.Meier@palmspringsca.gov COMPANY CONTACT NAME ADDRESS EMAIL COMPANY CONTACT NAME ADDRESS EMAIL         CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$306.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:FRONTIER AIRLINES INC DBA: Owner:FRONTIER AIRLINES INC Mailing Address:4545 AIRPORT WAY DENVER, CO 80239 License Number:ICA-007561-2024 Expiration Date:10/31/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:3400 E Tahquitz Canyon Way WAY, PALM SPRINGS, CA 92262 Business Description:Commercial Airport Operations TO BE POSTED IN A CONSPICUOUS PLACE