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HomeMy WebLinkAbout25L118 - Worldwide Flight Services, Inc.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: Insurance: 5RXWHG%\: 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-Exclusive Operating and Lease Agreement Worldwide Flight Services, Inc. Susan Harrington susan.harrington@wfs.aero Passenger ticketing, baggage delivery, ground handling, and aircraft services for airline passengers $2,660.80 per month March 1, 2025 through February 28, 2026 Attached Michael Simpson, msimpson@wfs.aero Emily Somerville, emily.somerville@wfs.aero Aviation Lowell Valencia-Miller/3837 6/11/2025 (Item No. 1N) 25L118 N/A Yes Yes Yes Department No No June 12, 2025 Lowell Valencia-Miller Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 1 WORLDWIDE FLIGHT SERVICES, INC. / NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT FOR TERMINAL USE SPACE AT PALM SPRINGS INTERNATIONAL AIRPORT THIS LEASE (“Lease”) is made and entered into this 1st day of March, 2025, by and between the CITY OF PALM SPRINGS, a municipal corporation (“Lessor”), and WORLDWIDE FLIGHT SERVICES, INC., a Delaware Corporation (“Lessee”). City and Lessee may herein be referred to individually as a “Party” and collectively as “Parties.” R E C I T A L S: A. Lessor desires to lease terminal use space at Palm Springs International Airport (“Airport”) to operate a Commercial Aeronautical Activity, which services includes passenger ticketing, baggage delivery services, ground services, and aircraft services for airline passengers. B. City believes that the travelers using the City’s airport terminal would benefit from these airline related services. NOW THEREFORE, City and Lessee mutually agree as follows: AGREEMENT 1.0 LEASE SUMMARY. Certain fundamental lease provisions are presented in this Section and represent the agreement of the parties hereto, subject to further definition and elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any conflict between any fundamental lease provision and the balance of this Lease, the latter shall control. References to specific Sections are for convenience only and designate some of the Sections where references to the particular fundamental lease provisions may appear. 1.1 Demised Premises. The “Demised Premises” shall refer to that certain property consisting of terminal space totaling approximately 240 square feet, located in the Palm Springs International Airport terminal building and more particularly described in Exhibit “A” attached hereto. 1.2 Lease Term. The term of this lease shall commence on March 1, 2025 and shall terminate on February 28, 2026. 1.3 Extension Option. Lessee may have the right to renew the Lease for two (2), one (1) year terms which may be exercised by providing written notice to Lessor no less than sixty (60) prior to the expiration of the Lease term or renewal period. The rental payments for any extension shall be calculated as indicated in Section 1.4.         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 2 1.4 Lease Rental Payments. The rent for the Demised Premises is at a Rate of $133.04 per square foot per annum for office space, paid in monthly increments of $2,660.80 due on the first day of each month. The monthly rent shall be adjusted July 1st of each year in an amount equal to the increase in the consumer price index for All- Urban Consumers (CPI-U) in the Riverside-San Bernardino- Ontario Metropolitan Statistical Area (MSA), as published by the Bureau of Labor Statistics, its successor, or substantively similar, widely adopted measurement of cost inflation for the Palm Springs region. The rent shall be escalated annually, effective each July 1st, using CPI-U indices comparing January of the prior year to January of the current year. City shall send written notice of the applicable rent increase of each successive year along with documentation evidencing the calculation used to arrive at the figure. 1.5 Extension Options. Extension options in this lease as noted in Section 1.3. 1.6 Security Deposit. N/A 1.7 Use of Premises. Lessee shall use and occupy the Premises for the purpose of administrative services/office/employee workspace related to the Commercial Aeronautical Activities only. Lessor: City of Palm Springs Attn: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Cc: Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite 1 Palm Springs, CA 92262 2.0 TERM 2.1 Term. The term of this Lease shall commence on the date specified in Section 1.2 (“Commencement Date”) and shall continue for the period specified therein unless earlier terminated as provided herein. 2.2 Reserved. 2.3 Time. Time is of the essence of this Lease. 2.4 Force Majeure. If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided such party provides the other party written notice of such event within ten (10) days of the commencement of the prompt payment of any rental or other charge required of Lessee hereunder except as may be expressly provided elsewhere in this Lease.         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 3 2.5 Sanctions. In the course of performing its obligations hereunder, Lessor and Lessee shall comply and shall procure that all parties acting on its behalf or under its direction or control comply, with all laws, regulations, and orders applicable hereunder (“Applicable Laws”), including Applicable Laws regarding sanctions, export and import controls, and the prevention of bribery and money laundering. 2.6 Termination by Lessor. Lessor shall have the right to terminate this Lease by providing Lessee with at least thirty (30) days advance written notice. If Lessor terminates this Lease as provided in this Section, Lessee hereby waives any right to receive any other compensation from Lessor, including, but not limited to, the value of Lessee’s leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Lessor shall have no obligation to pay Lessee therefor. 2.7 Holding Over. Any holding over with the consent of Lessor, express or implied, shall be construed to be a tenancy from month-to-month, cancelable upon thirty (30) days’ written notice, and at a monthly rental equal to one hundred and fifty percent (150%) of the monthly rental in effect at the expiration of the contract services agreement. 2.8 Termination by Lessee. Lessee shall have the right to terminate this Lease by providing Lessor with at least thirty (30) days advance written notice. If Lessee terminates this Lease as provided in this Section, Lessee hereby waives any right to receive any other compensation from Lessor, including, but not limited to, the unamortized value of Lessee’s leasehold improvements, Lessee’s leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Lessor shall have no obligation to pay Lessee therefor. 3.0 RENTAL 3.1 Monthly Rental. Lessee shall pay to Lessor, during the term of this Lease from and after the Commencement Date, as monthly rental (“Monthly Rental”) for the Premises the sum specified in Section 1.4 hereof, which sum shall be paid in advance on the first day of each calendar month. In the event the Commencement Date does not occur on the first day of a calendar month, the Lessee shall pay the rental for the fractional month on the Commencement Date on a per diem basis calculated on a thirty (30) day month. All rental to be paid by Lessee to Lessor shall be in lawful money of the United States of America and shall be paid without deduction or offset, prior notice or demand, at the address designated in Section 1.7 hereof. 3.2 Rental Adjustment. Rental adjustment are as specified in Section 1.4. 3.3 Additional Rental. For the purposes of this Lease, all monetary obligations of Lessee under this Lease, including but not limited to, insurance premiums, property taxes, maintenance expenses, late charges and utility costs shall be deemed to be additional rental. 3.4 Real Property Taxes. Unless Lessee qualifies for an exemption, in addition to all rentals herein reserved, Lessee shall pay, at the election of Lessor, either         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 4 directly to the taxing authority or to Lessor, annual real estate taxes and assessments levied upon the Premises (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if Lessor receives the tax bill, ten (10) days after receipt of a copy of the tax bill from Lessor, whichever is later. Even though the term of this Lease has expired and Lessee has vacated the Premises, when the final determination is made of Lessee’s share of such taxes and assessments, Lessee shall immediately pay to Lessor the amount of any additional sum owed. 3.5 Personal Property Taxes. Unless Lessee qualifies for an exemption from property taxes or possessory interest taxes due to its non-profit status, during the term hereof, Lessee shall pay, prior to delinquency all taxes assessed against and levied upon fixtures, furnishings, equipment and all other personal property of Lessee contained in the Premises, and when possible Lessee shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of Lessor. 3.6 Utilities. All cost of water, gas, heat, electricity, and sewer services used in, upon, or about the Demised Premises shall be paid by the City. Lessee shall pay all telephone, internet, cable television, satellite, broadband and other telecommunications services. 3.7 Late Payment. Lessee hereby acknowledges that late payment by Lessee to Lessor of rental or other sums due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, any payment of any sum to be paid by Lessee not paid within ten (10) days of its due date, shall be subject to a five percent (5%) late charge. Lessor and Lessee agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Lessor for its loss suffered by such late payment by Lessee. Sixty (60) days before the anniversary date each year the City shall notify the Lessee of any outstanding delinquency, which must be cured prior to the anniversary date or the City may exercise its right of termination under section 2.5 and terminate the lease. 3.8 Interest. Any sum to be paid pursuant to the terms of this Lease not paid when due shall bear interest from and after the due date until paid at a rate equal to three percent (3%) over the reference rate being charged by Bank of America, N.A. from time to time during such period, so long as the rate does not exceed the maximum non- usurious rate permitted by law in which case interest shall be at the maximum non- usurious rate allowed by law at the time the sum became due. 4.0 USE OF THE PREMISES 4.1 Permitted Use. The Lessor hereby leases to Lessee and Lessee leases from Lessor the Premises with appurtenances as defined herein, for the purpose of conducting thereon only the use specified in Section 1.7 of this Lease and for no other use. No signs posters or similar devices shall be erected, displayed or maintained by         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 5 the Lessee in view of the general public without advance written notice of the Airport Executive Director. 4.2 Prohibited Use. The operations of the Lessee shall be conducted in an orderly and proper manner and so as not to annoy, disturb, or be offensive to others at the Airport. No solicitation of the public is allowed. Tenant shall provide uniforms and its employees shall wear badges or other means of identification. 4.3 Compliance with Laws. Lessee shall, at his own cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the use of the Premises, and shall faithfully observe in said use all municipal ordinances, including, but not limited to, the General Plan and zoning ordinances, state and federal statutes, or other governmental regulations now in force or which shall hereinafter be in force. Lessee’s violation of law shall constitute an incurable default under this Lease. The judgment of any court of competent jurisdiction, or the admission of Lessee in any action or proceeding against Lessee, whether Lessor is a party thereto or not, that Lessee has violated any such order or statute in said use, shall be conclusive of that fact as between the Lessor and Lessee. Lessee shall not engage in any activity on or about the Premises that violates any Environmental Law, and shall promptly, at Lessees sole cost and expense, take all investigatory and/or remedial action required or ordered by any governmental agency or Environmental Law for clean-up and removal of any contamination involving any Hazardous Material created or caused directly or indirectly by Lessee. The term “Environmental Law” shall mean any federal, state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environmental conditions on, under or about the Demised Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.; (v) California Health and Safety Code Section 25359.7; (vi) California Health and Safety Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.; (viii) California Water Code Section 1300 et seq.; and (ix) California Civil Code Section 3479 et seq., as such laws are amended and the regulations and administrative codes applicable thereto. The term “Hazardous Material” includes, without limitation, any material or substance which is (i) defined or listed as a “hazardous waste”, “extremely hazardous waste”, “restrictive hazardous waste” or “hazardous substance” or considered a waste, condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms “Hazardous Materials” and “Environmental Laws” in their broadest sense. Lessee shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq. Lessee shall provide prompt written notice to Lessor of the existence of Hazardous         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 6 Substances on the premises and all notices of violation of the Environmental Laws received by Lessee. 4.4 Operations for the benefit of Public. Lessee agrees to operate the Demised Premises for the use and benefit of the Public, to make available all Lessee facilities to the public, without discrimination on the grounds of sex, race, color, or national origin. 4.5 Public Facilities, Ingress, Egress and Quiet Enjoyment. City agrees that Lessee, upon payment of the rental hereunder and performing the covenants of the Lease, may quietly have, hold and enjoy the Demised Premises during the term of the Lease, and that Tenant shall have the non-exclusive right to use, in common with others, the public at the Airport and Tenant shall have a reasonable right of ingress and egress from the Demised Premises and the public facilities for its employees, visitors and customers. 4.7 Hours of Business. Subject to the provisions of Section 7.0 hereof, Lessee shall continuously during the entire term hereof conduct and carry on Lessee’s business in the Premises and shall keep the Premises open for business and cause Lessee’s business to be conducted therein during the Lessee’s usual business hours of each and every business day. 5.0 ALTERATIONS AND REPAIRS 5.1 Alterations and Fixtures. Lessee shall not make, or suffer to be made, any alterations to the Premises, or any part thereof, without the prior written consent of Lessor. Construction Plans or detailed plans with scope of work shall be submitted to the Airport for initial review of proposed alteration. Any alterations to the Premises, except movable furniture and trade fixtures, shall become at once a part of the realty and shall at the expiration or earlier termination of this Lease belong to Lessor. Lessee shall not in any event make any changes to the exterior of the Premises. Any such alterations shall be in conformance with the requirements of City design and construction standards and all municipal, state, federal, and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees or the public and in conformance with reasonable rules and regulations of Lessor. Any damage occasioned by such removal shall be repaired at Lessee's expense so that the Premises can be surrendered in a good, clean and sanitary condition as required by Section 5.2 hereof. Any and all fixtures and appurtenances installed by Lessee shall conform with the requirements of all municipal, state, federal, and governmental authorities, including requirements pertaining to the health, welfare, or safety of employees or the public. Upon completion of construction of the alterations, Lessee shall submit to Lessor evidence satisfactory to Lessor of the cost of said alterations ("Improvement Costs"). In the event the Lessor, at the request of the Lessee and at its sole discretion, incurs costs related to the financing, construction, improvements, and alterations of its leasehold, such costs shall be reimbursable by the Lessee.         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 7 5.2 Maintenance and Repair. Lessee shall, subject to Lessor's obligations hereinafter provided, at all times during the term hereof, and at Lessee's expense, keep, maintain and repair the Premises, and other improvements within the Premises in good and sanitary order, condition, and repair (except as hereinafter provided). Lessor should be notified immediately of any necessary maintenance and repair of any store front, doors, window casements, walls, glazing, heating and air conditioning system, plumbing, pipes, electrical wiring and conduits. Lessee hereby waives all right to make repairs at the expense of Lessor, and Lessee hereby waives all rights provided for by the Civil Code of the State of California to make said repairs. By entering into the Premises, Lessee shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair. Lessee agrees on the last day of said term, or sooner termination of this Lease, to surrender the Premises with appurtenances, in the same condition as when received and in a good, clean and sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the elements excepted. Lessee shall periodically sweep and clean the sidewalks adjacent to the Premises, as needed. Upon Lessee's possession of the Premises, Lessee shall be deemed to have accepted the Premises as being in good condition and repair. Lessee agrees that it will not, nor will it authorize any person to, go onto the roof of the building of which the Premises are a part without the prior written consent of Lessor. Said consent will be given only upon Lessor's satisfaction that any repairs necessitated as a result of Lessee's action will be made by Lessee at Lessee's expense and will be made in such a manner so as not to invalidate any guarantee relating to said roof. 5.3 Free from Liens. Lessee shall keep the Premises free from any liens arising out of any work performed, material furnished, or obligation incurred by Lessee or alleged to have been incurred by Lessee. 6.0 INSURANCE AND INDEMNIFICATION 6.1 Insurance. Prior to its ability to access the Demised Premises, Lessee will provide City with proof of insurance, at Tenant’s sole cost and expense, to remain in full force and effect during the entire term of this lease. The following policies of insurance shall be maintained: A. Insurance Provided by Lessee. Comprehensive or Commercial Form General Liability Insurance shall include the following minimal limits: (i). General Liability including operations, products and completed operations $1,000,000 each occurrence for bodily injury, personal injury and property damage/$2,000,000 aggregate (ii). Automobile $1,000,000 each accident; $1,000,000 uninsured motorist         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 8 (iii). Workers Compensation $1,000,000 each accident/$1,000,000 each employee for disease. (iv). Excess Liability/Umbrella Form $2,000,000. B. An Additional Insured Endorsement is required for the General Liability Insurance policy naming the City, its officers, employees, and agents as additional insured on the policy. C. The policies shall provide for a 30 day notice to the City prior to termination, cancellation, or change. D. The general liability and excess liability/umbrella policies must be endorsed to provide that each policy shall apply on a primary and noncontributing basis in relation to any insurance or self-insurance, primary or excess, maintained by or available to the City or its officials, employees, and agents. E. The Workers Compensation policy shall contain the insurer's waiver of subrogation (or waiver of right of recovery) in favor of City, its elected officials, officers, employees, and agents. F. If, in the City's opinion, the minimum limits of the insurance herein required have become inadequate during the period of this Lease, the Concessionaire shall increase such minimum limits by reasonable amounts on request of the City provided that said coverage is available at standard commercial rates. 6.2 Indemnification. To the fullest extent permitted by law, Lessee shall, at Lessee's sole expense and with counsel reasonably acceptable to City, defend, indemnify, and hold harmless City and City's officers, officials, employees and agents from and against all claims, (including demands, losses, actions, causes of action, damages, liabilities, expenses, charges, assessments, fines or penalties of any kind, and costs including consultant and expert fees, costs of investigation, court costs and attorney’s fees) from any cause, arising out of or relating (directly or indirectly) to this Lease, the tenancy created under this Lease, or the Demised Premises, including without limitation: A. The use or occupancy, or manner of use or occupancy, of the Demised Premises; B. Any act, error or omission, or negligence of Lessee or of any subtenant, invitee, guest, contractor or licensee or Lessee or any subtenant in, on, or about the Demised Premises; C. Lessee’s conducting or managing of its business; D. Any alterations, activities, work, or things done, omitted, permitted, allowed, or suffered by Lessee in, at, or about the Demised Premises ,         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 9 including the violation of or failure to comply with any insurance requirements or any applicable laws, statues, ordinances, standards, rules, regulations, orders, decrees, or judgments in existence on the Commencement Date or enacted, promulgated, or issued after the date of this Lease, and; E. Any breach or default in performance of any obligation on Lessee’s part to be performed under this Lease, whether before or during the term of this Lease or after its expiration or earliest termination. 6.3 This indemnification extends to and includes, without limitation, claims for: A. Injury to any persons (including death at any time resulting from that injury); B. Loss of, injury or damage to, or destruction of property (including loss of use at any time resulting from that loss, injury, damage, or destruction); and C. All economic losses and consequential or resulting damage of any kind. 6.4 Lessee’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Lease until all claims against City involving any of the indemnified matters are fully, finally, and absolutely barred by the applicable statutes of limitations. 7.0 ABANDONMENT AND SURRENDER 7.1 Abandonment. Lessee shall not vacate or abandon the Premises at any time during the term of this Lease. If Lessee shall abandon, vacate or surrender the Premises or be dispossessed by process of law, or otherwise, any personal property belonging to Lessee and left on the Premises shall be deemed to be abandoned, at the option of Lessor, except such property as may be mortgaged to Lessor. 7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subleases or sub-tenancies, or may, at the option of Lessor, operate as an assignment to it of any or all of such subleases or sub- tenancies. In the event that Lessor fails to return the Premises in good condition, Lessor may perform any work necessary to correct deficiencies, and Lessee shall pay the cost of the work plus an administrative fee component of not more than 15 percent. 8.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial or total destruction of the Premises during the term of this Lease which requires repairs to the Premises, or (b) the Premises being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than Lessee's act, use or occupation, which declaration requires repairs to the Premises, Lessor shall forthwith make said         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 10 repairs provided Lessee gives to Lessor thirty (30) days written notice of the necessity therefor. No such partial destruction (including any destruction necessary in order to make repairs required by any declaration made by any public authority) shall in any way annul or void this Lease except that Lessee shall be entitled to a proportionate reduction of Monthly Rental while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall interfere with the business carried on by Lessee in the Premises. However, if during the last two (2) years of the term of this Lease the Premises are damaged as a result of fire or any other insured casualty to an extent in excess of twenty five percent (25%) of the then replacement cost (excluding foundations), Lessor may within thirty (30) days following the date such damage occurs, terminate this Lease by written notice to Lessee. If Lessor, however, elects to make said repairs, and provided Lessor uses due diligence in making said repairs, this Lease shall continue in full force and effect, and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. Nothing in the foregoing to the contrary withstanding, if the Premises or said building is damaged or destroyed at any time during the term hereof to an extent of more than twenty-five percent (25%) of the then replacement cost (excluding foundations) as a result of a casualty not insured against, Lessor may within thirty (30) days following the date of such destruction terminate this Lease upon written notice to Lessee. If Lessor does not elect to terminate because of said uninsured casualty, Lessor shall promptly rebuild and repair the Premises and/or the building and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. If Lessor elects to terminate this Lease, all rentals shall be prorated between Lessor and Lessee as of the date of such destruction. In respect to any partial or total destruction (including any destruction necessary in order to make repairs required by any such declaration of any authorized public authority) which Lessor is obligated to repair or may elect to repair under the terms of this Section, Lessee waives any statutory right it may have to cancel this Lease as a result of such destruction. 9.0 SUBLETTING. For the purposes of this lease, subletting shall not be allowed. 10.0 DEFAULT 10.1 Default by Lessee. The occurrence of any one (1) or more of the following events shall constitute a default and breach of this Lease by Lessee: (a) the failure to pay any rental or other payment required hereunder to or on behalf of Lessor more than three (3) days after written notice from Lessor to Lessee that Lessee has failed to pay rent when due; (b) the failure to perform any of Lessee's agreements or obligations hereunder (exclusive of a default in the payment of money) where such default shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (c) the vacation or abandonment of the Premises by Lessee; (d) the making by Lessee of a general assignment for the benefit of creditors; (e) the filing by Lessee of a voluntary petition in bankruptcy or the adjudication of Lessee bankruptcy; (f) the appointment of a receiver to take possession of all or substantially all the assets of Lessee located at the Premises or of Lessee's leasehold interest in the Premises; (g) the filing by any creditor of Lessee of an involuntary petition in bankruptcy which is not         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 11 dismissed within sixty (60) days after filing; or (h) the attachment, execution or other judicial seizure of all or substantially all of the assets of Lessee or Lessee's leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days. Any repetitive failure by Lessee to perform its agreements and obligations hereunder, though intermittently cured, shall be deemed an incurable default. Two (2) breaches of the same covenant within a sixty (60) day period, a notice having been given pursuant to (a) or (b) above for the first breach, or three (3) of the same or different breaches at any time during the term of this Lease for which notices pursuant to (a) or (b) above were given for the first two (2) breaches shall conclusively be deemed to be an incurable repetitive failure by Lessee to perform its obligations hereunder. In the event of any such default or breach by Lessee, Lessor may at any time thereafter, without further notice or demand, rectify or cure such default, and any sums expended by Lessor for such purposes shall be paid by Lessee to Lessor upon demand and as additional rental hereunder, with an administrative fee component of not more than 15%. In the event of any such default or breach by Lessee, Lessor shall have the right (i) to continue the lease in full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or (ii) Lessor shall have the right at any time thereafter to elect to terminate the Lease and Lessee's right to possession thereunder. 10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver of any default or a waiver of any of Lessor's remedies. 10.3 Lessor's Default. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has failed to perform such obligation; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for performance then Lessor shall not be deemed in default if Lessor commences performance within a thirty (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Lessee have the right to terminate this Lease as a result of Lessor's default and Lessee's remedies shall be limited to damages and/or an injunction. 11.0 CONDEMNATION. In the event a condemnation or a transfer in lieu thereof results in a taking of any portion of the Premises, Lessor may, or in the event a condemnation or a transfer in lieu thereof results in a taking of twenty-five percent (25%) or more of the Premises, Lessee may, upon written notice given within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. Lessee shall not be entitled to share in any portion of the award and Lessee hereby expressly waives any right or claim to any part thereof. Lessee shall, however, have the right to claim and recover, only from the condemning authority (but not from Lessor), any amounts necessary to reimburse Lessee for the cost of removing stock and fixtures. If this Lease is not terminated as above provided, Lessor shall use a portion of the condemnation award to restore the Premises.         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 12 12.0 MISCELLANEOUS 12.1 Reservation of Right to Modify Property. Lessor hereby reserves the right (but not the obligation) to renovate, modernize, rehabilitate, expand, reduce, reconfigure, enclose and/or otherwise alter all or any portion of the Premises (collectively "Modifications"), in such manner and at such time or times, throughout the term of this Lease, as Lessor may, in its sole and absolute discretion, deem to be in the best interests of the Property. Such Modifications may include, without limitation, the right to construct new buildings on the Property for additional uses, to remove, renovate, repair, add to, modernize or otherwise alter the building in which the Premises are situated as well as other buildings, facilities, structures, malls, walkways, landscaping, parking and common areas or other areas within the Property. In connection with any and all such Modifications, Lessor may enter the Premises to the extent reasonably required by Lessor to pursue and complete such Modifications. In addition, Lessor may temporarily close portions of the parking and common areas and cause temporary obstructions in connection with any Modifications. Lessee agrees that under no circumstances shall the Modifications as to any portion of the Property or the construction activity that takes place in the course of making the Modifications, or any aspect thereof, including Lessor's entry into the Premises, constitute an eviction or partial eviction of Lessee or a breach of Lessee's right to quiet enjoyment or of any other provision of this Lease, nor entitle Lessee to damages, injunctive relief or other equitable relief, nor entitle Lessee to any abatement or reduction in the Monthly Rental, additional rental or other charges or sums due under this Lease; provided Lessor uses reasonable efforts to mitigate any adverse effects on Lessee caused by the Modifications. 12.2 Entry and Inspection. Lessor and its agents shall have the right to enter upon the Leased Premises during such times as may be reasonable under the circumstances for any purpose necessary, incidental to or connected with the performance of its obligations or in the exercise of its governmental functions relating to the public health, safety, good conduct, and the proper management of the Airport. 12.3 Estoppel Certificate. In the event of any proposed encumbrance, assignment, or other transfer of this Lease, Tenant shall submit its request to the City no less than 90 days in advance of the effective date of the proposed assignment in order for the City to make its determination If, as a result of a proposed sale, assignment, or hypothecation of the Premises or the land thereunder by Lessor, or at any other time, an estoppel certificate shall be requested of Lessee, Lessee agrees, within ten (10) days thereafter, to deliver such estoppel certificate addressed to any existing or proposed mortgagee or proposed purchaser, and to the Lessor. Lessee shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. 12.4 Jurisdiction and Venue. The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to the address of Lessees set forth herein shall be adequate service for such litigation. The parties further agree that Riverside County, California is the proper         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 13 place for venue as to any such litigation and Lessee agrees to submit to the personal jurisdiction of such court in the event of such litigation. 12.5 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereof. 12.6 Successors in Interest. The covenants herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of all the parties hereto; and all of the parties hereto shall be jointly and severally liable hereunder. 12.7 No Oral Agreements. This (i) Lease covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning this Lease, (ii) supersedes any and all previous obligations, agreements and understandings, if any, between the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Lessee acknowledges that no representations or warranties of any kind or nature not specifically set forth herein have been made by Lessor or its agents or representatives. 12.8 Authority. In the event that Lessee is a corporation or a partnership, each individual executing this Lease on behalf of said corporation or said partnership, as the case may be, represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation or partnership, in accordance with a duly adopted resolution of the Board of Directors, if a corporation, or in accordance with the Partnership Agreement, if a partnership, and that this Lease is binding upon said corporation or partnership in accordance with its terms. Lessee represents and warrants to Lessor that the entering into this Lease does not violate any provisions of any other agreement to which Lessee is bound. 12.9 Relationship of Parties. The relationship of the parties hereto is that of Lessor and Lessee, and it is expressly understood and agreed that Lessor does not in any way or for any purpose become a partner of Lessee in the conduct of Lessee's business or otherwise, or a joint venture with Lessee, and that the provisions of this Lease and the agreements relating to rent payable hereunder are included solely for the purpose of providing a method whereby rental payments are to be measured and ascertained. 12.10 Nondiscrimination. Lessee for itself, personal representatives, successors in interest, and assigns, as part of the consideration hereof, does hereby covenant and agree as a covenant running with the Demised Premises that: (1) no person, 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”) shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (2) it shall ensure that applicants are employed,         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 14 and that employees are treated during their employment, without regard to any prohibited basis; (3) as a condition precedent to City’s lawful capacity to enter this Lease, and in executing this Lease, Lessee certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Lessee 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, to the extent applicable to Lessee, it 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; (4) in the construction of any improvements on, over, or under such Premises and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and (5) it shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, including applicable Regulations that may be amended and are hereby incorporated and attached as Exhibit “C” & “D”, 12.11 Notices. Wherever in this Lease it shall be required or permitted that notice and demand be given or served by either party to this Lease to or on the other, such notice or demand shall be given or served in writing and shall not be deemed to have been duly given or served unless in writing, and personally served or forwarded by certified mail, postage prepaid, addressed, if to Lessor, as specified in Section 1.9. Either party may change the address set forth herein by written notice by certified mail to the other. Any notice or demand given by certified mail shall be effective one (1) day subsequent to mailing. To City: Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite OFC Palm Springs, CA 92262 To Tenant: Worldwide Flight Services, Inc. 222 W. Las Colinas Blvd. Suite 1800N Irving, TX 75039 Attn: Real Estate Notice sent to: RealEstate@wfs.aero 12.12 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 15 provision of this Lease. 12.13 Exhibits and Addenda. The Exhibits and Addenda attached to this Lease are made a part hereof as if fully set forth herein. In the event of a conflict between the terms and provisions of Addenda and the terms and provisions of this Lease, the terms and provisions of the Addenda shall prevail. SIGNATURE PAGE TO FOLLOW         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 16 SIGNATURE PAGE FOR LEASE AGREEMENT 1R/BETWEEN  THE CITY OF PALM SPRINGS AND WORLDWIDE FLIGHT SERVICES, INC. IN WITNESS WHEREOF, the Parties have entered into this Non-Exclusive Operating and Lease Agreement as of the day and year first above written. CITY OF PALM SPRINGS Approved By: Scott Stiles City Manager Date Attested By: City Clerk Approved as to Form: City Attorney WORLDWIDE FLIGHT SERVICES, INC. Signature Name Title Signature Name Title Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.                      Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 6/16/2025 17         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 18 EXHIBIT “A” WFS – WORLDWIDE FLIGHT SERVICES, INC. 240 SQ. FT. – NORTH TICKET WING         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 19 EXHIBIT “B” ESTOPPEL CERTIFICATE Lessee: Lessor: Date of Lease: Demised Premises: To: _______________________________ _______________________________ _______________________________ The undersigned hereby certifies as follows: 1. The undersigned is the Lessee ("Lessee") under the above-referenced lease ("Lease") covering the above-referenced premises ("Demised Premises"). 2. The Lease constitutes the entire agreement between Lessor and Lessee with respect to the Demised Premises and the Lease has not been modified, changed, altered or amended in any respect except as set forth above. 3. The term of the Lease commenced on ________, 20_____ and, including any presently exercised option or renewal term, will expire on _________, 20_____. Lessee is in possession of the Demised Premises and is the actual occupant in possession thereof and has not sublet, assigned or hypothecated its leasehold interest. All improvements to be constructed on the Demised Premises by Lessee have been completed and accepted by Lessor and any Lessee construction allowances have been paid in full. 4. As of this date, to the best of Lessee's knowledge, there exists no breach or default, nor state of facts which, with notice, the passage of time, or both, would result in a breach or default on the part of either Lessee or Lessor. To the best of Lessee's knowledge, no claim, controversy, dispute, quarrel or disagreement exists between Lessee and Lessor. 5. Lessee is currently obligated to pay Monthly Rent in installments of $________ per month, and such monthly installments have been paid not more than one month in advance. To the best of Lessee's knowledge, no other rent has been paid in advance and Lessee has no claim or defense against Lessor under the Lease and is asserting no offsets or credits against either the rent or Lessor. Lessee has no claim against Lessor for any security or other deposits except $ which was paid pursuant to the Lease. 6. Lessee has no option or preferential right to lease or occupy additional space within the Property of which the Demised Premises are a part. Lessee has no option or preferential right to purchase all of any part of the Demised Premises nor         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 20 any right or interest with respect to the Demised Premises other than as Lessee under the Lease. Lessee has no right to renew or extend the term of the Lease except as set forth in the Lease. 7. Lessee has made no agreements with Lessor or its agent or employees concerning free rent, partial rent, rebate of rental payments or any other type of rent or other concession except as expressly set forth in the Lease. 8. There has not been filed by or against Lessee a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States, or any state thereof, or any other action brought under said bankruptcy laws with respect to Lessee. 9. All insurance which Lessee is required to maintain under the Lease has been obtained by Lessee and is in full force and effect and all premiums with respect thereto have been paid. Dated this day of , 20_____. By: Its:         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 21 EXHIBIT “C”         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 22         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 23 EXHIBIT “D”         Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity 2. Address of Entity (Principal Place of Business) 3. Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California?F Yes F No 5. Type of Entity F Corporation F Limited Liability Company F Partnership F Trust F Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity ________________________ F Officer F Director F Member F Manager [name]F General Partner F Limited Partner FOther ___________________________ _______________________________ F Officer F Director F Member F Manager [name] F General Partner F Limited Partner F Other __________________________ ________________________________F Officer F Director F Member F Manager [name] F General Partner F Limited Partner F Other __________________________ :RUOGZLGH)OLJKW6HUYLFHV,QF :/DV&ROLQDV%OYG6XLWH1,UYLQJ7; 'HODZDUH [ [ 3OHDVHVHHDWWDFKHG Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB 7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE JANE DOE [name of owner/investor] 50%, ABC COMPANY, Inc. [percentage of beneficial interest in entity and name of entity] [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. [name of owner/investor] [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed Name, Title Date A. VHHDWWDFKHG  Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB City of Palm Springs, CA. Business Disclosure Supplementary Instructions In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these supplementary instructions to clearly identify the required information, and the format the information should be provided. If you, as the applicant, are a business entity (i.e. a corporation or limited liability company), and it is also comprised of other business entities as its members or having a financial interest, all other such business entities must also be disclosed, including those entities other business entities, if any. Ultimately, the City’s disclosure document (attached) requires a listing identifying all natural persons having any financial interest over 5% of the business entities (and any other business entities comprising your business entity). As an example, Applicant is: Acme Brothers, Inc., a California corporation, whose officers are: John Doe, Jill Doe, and Jay Doe, which is owned 50% by Acme Brothers, LLC, a California limited liability company, and John Doe (25% interest) and Jill Doe (25% interest). Acme Brothers, LLC, is managed by Acme Brothers 2, Inc., a California corporation, whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a California limited liability company, which is managed by George Doe, with George Doe and Jane Doe having 50% interest each. The full business entity disclosure in this example would resemble the following: 1. Acme Brothers, Inc., a California corporation a. Officers: John Doe, Jill Doe, and Jay Doe b. Ownership: i. 50% Acme Brothers, LLC, a California limited liability company ii. 25% John Doe iii. 25% Jill Doe 2. Acme Brothers, LLC, a California limited liability company a. Managers: Acme Brothers 2, Inc., a California corporation b. Ownership: 100% Acme Brothers 2, Inc., a California corporation 3. Acme Brothers 2, Inc., a California corporation a. Officers: George Doe, Bill Doe, and Jane Doe b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company 4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe b. Ownership: i. 50% Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB Worldwide Flight Services, Inc. Supplement to Applicant Disclosure Form 6. Officers and Directors: Officers: Michael W. Simpson, Chief Executive Officer Jason Bixby, Chief Financial Officer Emily Somerville, Senior Vice President and Secretary Directors: Kerry Mok Tee Heong 7. Worldwide Flight Services is a wholly-owned indirect subsidiary of SATS Ltd. SATS Ltd. is publicly traded on the Singapore Exchange (SGX: SATS). As of May 21 2024 (the most recent period for which such information is available), Substantial Shareholders of SATS with a greater than 5% interest in the Company are as follows:1 SATS’ largest shareholder, Venezio Investments, is an affiliate of Temasek (Holdings) Private Limited. Temasek is a state-owned multinational investment firm that that manages a global portfolio of investments on behalf of the Singapore government. Temasek is wholly owned by the Singapore Minister for Finance. 1 Source: https://www.sats.com.sg/investors/stock-information-overview/shareholding-information Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACTNAME:PHONE(A/C, No, Ext):FAX(A/C, No): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:XXXXXXX 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. INSRLTR TYPE OF INSURANCE ADDLINSD SUBRWVD POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC OTHER: EACH OCCURRENCE DAMAGE TO RENTEDPREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $ $ $ $ $ $ $ AUTOMOBILE LIABILITY ANY AUTO OWNEDAUTOS ONLY HIREDAUTOS ONLY SCHEDULEDAUTOS NON-OWNEDAUTOS ONLY COMBINED SINGLE LIMIT(Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE(Per accident) $ $ $ $ $ UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION $ EACH OCCURRENCE AGGREGATE $ $ $ WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD Lockton Companies, LLCDBA Lockton Insurance Brokers, LLC in CACA license #0F157672100 Ross Ave., Ste. 1400Dallas TX 75201(214) 720-5563 Worldwide Flight Services, Inc.And its subsidiaries listedon the named insured schedule attached heretoJohn F. Kennedy International AirportBldg 151, Cargo Area A, Suite 345Jamaica NY 11430 3/31/2026 1074102 X 5,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX N X 1,000,000 1,000,000 1,000,000 AIU Insurance Company 19399 National Union Fire Ins Co Pitts. PA 19445 A 4594406 (AOS) 3/31/2025 3/31/2026A 4594404 (MA) 3/31/2025 3/31/2026 B 062790877 3/31/2025 3/31/2026 NOT APPLICABLE NOT APPLICABLE See Attachments CITY OF PALM SPRINGSPALM SPRINGS INT'L AIRPORT340 E. TAHQUITZ CANYON WAY, SUITE OFCPALM SPRINGS CA 92262 12514634 12514634 3/26/2025 CERTIFICATE HOLDER INCLUDES: THE CITY OF PALM SPRINGS, ITS OFFICIALS, EMPLOYEES AND AGENTS AS AN ADDITIONALINSURED. YY Y Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB Worldwide Flight Services, Inc. and Subsidiaries – Named Insured Schedule Entity Name FEIN Worldwide Flight Services, Inc. 751932711 WFS Global Holding S.A.S. 751932711 WFS Express Inc. 813828272 Oxford Electronics, Inc. DBA Oxford Airport Technical Services 112407710 MAC Cargo Handling 1, LLC 272280725 Mercury Air Cargo, LLC 954165976 Independent Cargo Security Screening, LLC 562388224 IAS Logistics DFW DBA Pinnacle Logistics 263495931 Attachment Code : D644126 Master ID: 1074102, Certificate ID: 12514634Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB ENDORSEMENT This endorsement, effective 12:01 A.M. 03/31/2025 forms a part of Policy No.459-44-04 issued to WORLDWIDE FLIGHT SERVICES, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM All other terms and conditions remain unchanged. Authorized Representative orCountersignature (in States WhereApplicable) INSURANCE PRIMARY AS TO CERTAIN ADDITIONAL INSUREDS Section IV - Business Auto Conditions, B., General Conditions, 5., Other Insurance, c., is amended by the addition of the following sentence: The insurance afforded under this policy to an additional insured will apply as primary insurance for such additional insured where so required under an agreement executed prior to the date of accident. We will not ask any insurer that has issued other insurance to such additional insured to contribute to the settlement of loss arising out of such accident. 74445 (10/99) Includes copyrighted material of Insurance Services Office, Inc. with its permission.Page 1 of 1 Attachment Code : D611732 Master ID: 1074102, Certificate ID: 12514634Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB POLICY NUMBER:COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance - Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution B. The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". 459-44-06 from any other insurance available to such "insured". CA 04 49 11 16 Insurance Services Office, Inc., 2016 Page 1 of 1 Attachment Code : D611729 Master ID: 1074102, Certificate ID: 12514634Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement Is issued subsequent to preparation of the policy). This endorsement, effective 12:01 AM 3/31/2025 Issued to WORLDWIDE FLIGHT SERVICES, INC. ( A CORP ) By AIU INSURANCE COMPANY forms a part of Policy No. WC 062790877 LIMITED ADVICE OF CANCELLATION PROVIDED VIA E-MAIL TO ENTITIES OTHER THAN THE NAMED INSURED (WORKERS' COMPENSATION ONLY) This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1. the cancellation effective date is prior to this policy's expiration date; 2. the Named Insured or, if applicable, any other employers named in Item 1 of the Information Page is under an existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the "Certificate Holder(s)") and the Named Insured has provided to the Insurer, either directly or through its broker of record, the email address of a contact at each such entity; and 3. the Insurer received this information after the Named Insured receives notice of cancellation of this policy and prior to this policy's cancellation effective date, via an electronic spreadsheet that is acceptable to the Insurer, the Insurer will provide advice of cancellation (the "Advice") via e-mail to each such Certificate Holders within 30 days after the Named Insured provides such information to the Insurer; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the Named Insured provides such information to the Insurer. Proof of the Insurer emailing the Advice, using the information provided by the First Named Insured, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following definitions apply to this endorsement: 1. Named Insured means the insured first named employer in Item 1 of the Information Page of this policy. 2. Insurer means the insurance company shown in the header on the Information Page of this policy. All other terms, conditions and exclusions shall remain the same. _______________________________ AUTHORIZED REPRESENTATIVE WC 99 00 56 (Ed. 04/11) Attachment Code : D476601 Master ID: 1074102, Certificate ID: 12514634Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB ENDORSEMENT This endorsement, effective 12:01 A.M. 3/31/2025 forms a part of policy No. 4594404 (MA) issued to WORLDWIDE FLIGHT SERVICES, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE ANY PERSON OR ORGANIZATION FOR WHOM YOU ARE CONTRACTUALLY BOUND TO PROVIDE ADDITIONAL INSURED STATUS, BUT ONLY TO THE EXTENT OF SUCH PERSON'S OR ORGANIZATION'S LIABILITY ARISING OUT OF A COVERED "AUTO." I. SECTION II - LIABILITY COVERAGE, A.Coverage, 1. -Who Is Insured,is amended to add: d. Any person or organization, shown in the schedule above, to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered "auto". However, the insurance provided will not exceed the lesser of: 1. The coverage and/or limits of this policy, or 2. The coverage and/or limits required by said contract or agreement. 87950 (10/05) Attachment Code : D501179 Master ID: 1074102, Certificate ID: 12514634Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB This endorsement, effective 12:01 A.M. forms a part of policy No. issued to by THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM (2) (1) The contract or agreement was entered into prior to any "accident" or "loss". Section IV - Business Auto Conditions, A. - Loss Conditions, 5. - Transfer of Rights of Recovery The "accident" or "loss" is due to operations undertaken in accordance with the contract existing 03/31/2025 4594404 (MA) Worldwide Flight Services, Inc. NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA However, we will waive any right of recover we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or "loss" if: between you and such person or organization; and No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovery funds obtained by any injured employee. AUTHORIZED REPRESENTATIVE ENDORSEMENT Attachment Code : D502250 Master ID: 1074102, Certificate ID: 12514634Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective 12:O1 AM 03/31/2025 forms a part of Policy No. WC 62790877 Issued to WORLDWIDE FLIGHT SERVICES, INC. By AIU INSURANCE COMPANY We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE ENTERED INTO A CONTRACT, A CONDITION OF WHICH REQUIRES YOU TO OBTAIN THIS WAIVER FROM US. THIS ENDORSEMENT DOES NOT APPLY TO BENEFITS OR DAMAGES PAID OR CLAIMED: 1. PURSUANT TO THE WORKERS' COMPENSATION OR EMPLOYERS' LIABILITY LAWS OF KENTUCKY, NEW HAMPSHIRE, OR NEW JERSEY; OR, 2. BECAUSE OF INJURY OCCURRING BEFORE YOU ENTERED INTO SUCH A CONTRACT. The premium charge for the endorsement is INCLUDED See attached for carriers and policy numbers This form is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas, or Utah. This form is not applicable in Missouri when there is a construction code on the policy and there is Missouri premium or exposure. WC 00 03 13 (Ed. 04/84) Authorized Representative Attachment Code : D539422 Master ID: 1074102, Certificate ID: 12514634Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB This endorsement, effective 12:01 AM forms a part of Policy No. Issued to By WC 42 03 04 B Countersigned by _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Schedule 1. ( 2. Operations: Specific Waiver ( ) Blanket This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. 03/31/2025 062790877 WORLDWIDE FLIGHT SERVICES, INC. A I U INSURANCE COMPANY This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Name of person or organization X Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. ALL TEXAS OPERATIONS 4. (Ed. 6-14)Authorized Representative Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Attachment Code : D579841 Master ID: 1074102, Certificate ID: 12514634Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB forms a part of Policy No. issued to by ENDORSEMENT 3/31/2025 4594406 WORLDWIDE FLIGHT SERVICES, INC. NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE ADDITIONAL INSURED: ANY PERSON OR ORGANIZATION FOR WHOM YOU ARE CONTRACTUALLY BOUND TO PROVIDE ADDITIONAL INSURED STATUS, BUT ONLY TO THE EXTENT OF SUCH PERSON'S OR ORGANIZATION'S LIABILITY ARISING OUT OF A COVERED "AUTO". I. SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. - Who Is Insured, is amended to add: d. Any person or organization, shown in the schedule above, to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered "auto". However, the insurance provided will not exceed the lesser of: (1) The coverage and/or limits of this policy, or (2) The coverage and/or limits required by said contract or agreement. AUTHORIZED REPRESENTATIVE 87950 (9/14)Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 This endorsement, effective 12:01 A.M. Attachment Code : D609695 Master ID: 1074102, Certificate ID: 12514634Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB forms a part of Policy No. issued to by ENDORSEMENT 3/31/2025 4594406 WORLDWIDE FLIGHT SERVICES, INC. NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM (2) (1) The contract or agreement was entered into prior to any "accident" or "loss". Section IV - Business Auto Conditions, A. - Loss Conditions, 5. - Transfer of Rights of Recovery Against Others to Us, is amended to add: The "accident" or "loss" is due to operations undertaken in accordance with the contract existing However, we will waive any right of recover we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or "loss" if: between you and such person or organization; and No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovery funds obtained by any injured employee. AUTHORIZED REPRESENTATIVE 62897 (6/95) Includes copyrighted material of Insurance Services Office, Inc. with its permission.Page 1 of 1 This endorsement, effective 12:01 A.M. Attachment Code : D609697 Master ID: 1074102, Certificate ID: 12514634Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$227.00 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:WORLDWIDE FLIGHT SERVICES INC DBA: Owner:Worldwide Flight Services Inc. Mailing Address:151 E HANGER RD BLDG 151 Suite 3 JAMAICA, NY 11430 License Number:ICA-002238-2023 Expiration Date:09/30/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:3400 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 Business Description:COMMERCIAL ARLINE SERVICES - FRONTIER TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: 6C0A3811-8B38-488C-A3F0-C95BD81D14EB