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HomeMy WebLinkAboutA6182 - FRONTIER AIRLINES NON-SIGNATORY AIRLINE OPERATING PERMIT Palm Springs International Airport—City of Palm Springs Non-Signatory Airline Operating Permit (Month to Month) Airline Information Name: Frontier Airlines (hereinafter"Airline") Airline Representative: Howard Diamond Title General Counsel Address: 7001 Tower Rd, City/State/Zip Code: Denver, CO 80249 Phone: Fax: Email: howard.diamond@flvfrontier.com GENERAL PROVISIONS A. Reference to Signatory Airline Agreement: This Permit references terms contained in the Airport Use and Lease Agreement (AULA), dated July 1, 2014. Unless otherwise stated, all terms used in this Permit shall have the meaning set forth in the AULA, Signatory Airline Agreement. Airline represents that, prior to its execution of this Permit, it has received a copy of the AULA and is familiar with its terms as they may affect the terms under this Permit. B. Permitted Use: Commercial "air transportation" of persons, property, cargo and mail. C. Term: Month to Month, commencing on A1011 , 2017 ("Commencement Date"). D. Rates and Charges: The following rates and charges shall be payable by Airline to City in the manner set forth at Section 3 below of the Terms and Conditions. Airline acknowledges that the following fees and charges shall be subject to change as described in the Signatory Airline Agreement, including but not limited to,Sections 5.03 (E) and 5.08 thereunder. 1. Landing Fee: Airline shall pay a landing fee that is 125%of the Landing Fee paid by Signatory Airlines under Section 5.04 of the Signatory Airline Agreement. For reference purposes,the current landing fee payable by Airline is$1.75 per 1,000 pounds of Certificated Maximum Landing Weight based on 125%of the$1.40 Landing Fee for Signatory Airlines under the Signatory Airline Agreement. 2. Special Capital Projects Fund Surcharge.Airline shall pay a Special Capital Projects Fund Surcharge per enplaned passenger, as described under Section 5.06 of the Signatory Airline Agreement. The fee for signatory carriers beginning 7/1/14 shall be$0.67 per enplaned passenger,the non-signatory fee ($.67 times 125%)shall be $0.84. This fee will be recalculated in accordance with the AULA. Non-Signatory Airline Operating Permit Page 1 Palm Springs International Airport 3. Joint Use/Common Area Space Fee: Airline shall pay a Joint Use/Common Area Space Fee (calculated in the manner set forth at Article V of the Signatory Airline Agreement) based on Airline's number of enplaned passengers times 125%. The Joint Use/Common Area Space Fee beginning 7/1/14 is$.0.67 per enplaned passenger,which will be recalculated in accordance with the AULA. 4. Passenger Loading Bridge and Hold Room Fee: Airline shall pay a Hold Room Fee that is 125%of the Hold Room Fee described in Section 5.03 (D)of the Signatory Airline Agreement. For reference purposes,the fee payable oy Airline is$100.00 ($80.00 Signatory Airline fee times 125%) per operation. For purposes of this section "operation" shall mean both the enplaning and deplaning of a single aircraft. 5. Passenger Facility Charge: Airline shall pay a passenger facility charge as required by Part 158 of the Federal Aviation Regulations. For reference purposes,the current rate is$4.50 per enplaned passenger. E. Porter Service: Airline shall have the right to participate in nonexclusive porter services in conjunction with all scheduled airlines serving the Airport to assist its passengers with their baggage. F. Ground Handling: Airline shall arrange with Signatory Airlines, licensed companies or Fixed Based Operators for ground handling services, subject to the City's approval of such arrangement. G. Security Screening Facilities: The Transportation Security Administration ("TSA") provides for all passenger and baggage screening conducted at the Airport. Airlines may be required to provide assistance to TSA in their efforts to carry out their federal mandates. Airline acknowledges that during the term of this Permit,the City or other entity may be authorized to provide these security services and Airline shall cooperate with the transition in security service providers and payment of its prorated share of any applicable fees for such services. H. Exclusive Use Space: Airline may utilize the Exclusive Use Space, as such space is described at Exhibit C of the Signatory Airline Agreement, based on availability as outlined in the AULA Signatory Airline Agreement, and payment of the Exclusive Use Space Rate described at Section 5.03 (A). I. Airline Lease Space: Airline may elect to lease available space at the Airport in the categories of baggage claim desk,ticket counter space with corresponding office space, storage space or other space as approved in writing by the City Manager or Appointee. Specific Non-Signatory Lease Space shall be identified in a letter agreement executed between Airlines and the Director of Aviation, and leased to Airline for a month-to-month term that may be cancelled by either party upon thirty(30)days written notice. City may relocate or reconfigure the Non-Signatory Lease Space from time to time with changes occurring via letters of mutual agreement executed between Airline and the Director of Aviation. Non-Signatory Airline Operating Permit Page 2 Palm Springs International Airport TERMS AND CONDITIONS 1. Rules and Regulations: All activities of Airline pursuant to this permit shall be performed in compliance with all applicable federal, state and local laws, ordinances and regulations. City may adopt additional rules and regulations in accordance with the terms of Section 14.01 of the Airline Use Agreement. 2. Employee Parking: The City shall make available to Airline's employees assigned duty at the Airport, reasonably adequate parking facilities. The City may, at its discretion, charge a reasonable vehicle parking fee based on the City's actuai cost of providing, operating and maintaining such facilities. 3. Calculation and Payment of Fees: A. Airline shall furnish to the City on or before the tenth (10") day of each month the "Airline Activity Report" (Exhibit A) signed by an authorized representative of Airline,for the preceding month. The Airline Activity Report will include (i)the total number of enplaned and deplaned passengers and air cargo; (ii)total number of all landings by aircraft type; seating configuration and certificated maximum landing weight for each type of aircraft; (iii)a list of the cancelled flights for the previous month. The cancelled flights will be listed individually by date,flight number and reason for cancellation. B. Upon furnishing City with the "Airline Activity Report" described in Section 3.A., City shall forthwith furnish Airline with an invoice setting forth the amount of Landing Fees, Landing Fee Surcharge,Terminal Fees, Loading Bridge and Hold Room Fees payable by Airline for such preceding month based on rates described on Page 1 of the Permit. Within thirty(30)days after the date of such invoice,Airline shall pay to City the amount set forth herein. C. City shall furnish the Airline with an invoice by the tenth (1011) day of each month for the amount of Airline's Exclusive Use Space for the next ensuing month. Not later than the first(V) day of such next ensuing month,Airline shall pay City an amount equal to the Airline's Exclusive Use Space for such month. D. All fees and charges not timely received by City and within fifteen (15)days after receipt by Airline of a written notice of delinquency will bear a late charge equal to five percent(5%) of the payment due and owing. If such fees and charges are not received within thirty(30)days, interest shall accrue on the unpaid balance plus the unpaid late charge at the rate of eighteen percent (18%) per annum or the highest rate which may be legally charged,whichever is lower,from the due date until paid in full. E. The fees described in this Permit shall be subject to change in accordance with the terms of Section 5.03 (E)of the Signatory Airline Agreement. Non-Signatory Airline Operating Permit Page 3 Palm Springs International Airport 4. Gate Allocation: By granting this non-signatory operating permit, City is not obligated to provide aircraft gate space. Airline shall arrange gate space via availability with City, Signatory Airlines or Fixed Based Operators, as further described in the Signatory Airline Agreement. S. Indemnification: Airline agrees to indemnify the City, its officers, agents and employees against, and will hold and save them harmless from any and all actions, suits, claims,damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, of or in connection with the negligent performance of the work, operations or activities of Airline, its agents, employees, subcontractors,or invitees, provided for herein, or arising from the use of the premises or the Airport by Airline or its employees and customers,or arising from the failure of Airline to keep its exclusive premises in good condition and repair, as herein provided,or arising from the negligent performance of or failure to perform any term, provision or covenant or condition of this permit, unless caused by the sole negligence or willful misconduct on the part of the City, its officers,agents or employees,who are directly responsible to the City, and in connection therewith: A. Airline will defend any action or actions filed in connection with any said claims or liabilities and will pay all costs and expenses, including legal costs and attorney's fees incurred in connection therewith. B. Airline will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work,operations or activities of airline hereunder; and Airline agrees to save and hold the City, its officers, agents, and employees harmless therefrom. C. In the event the City, its officers, agents or employees are made a party to any action or proceeding filed or prosecuted against Airline for such damages of other claims arising out of or in connection with the negligent performance of or failure to perform the work,operations or activities of Airline hereunder,Airline agrees to pay the City, its officers, agents or employees,any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to legal costs and attorney's fees. 6. Insurance: A. Airline Public Liability Insurance: Airline agrees to carry and keep in force public liability insurance with an insurance company of recognized responsibility, or provide self-insurance, covering personal injury, death and property damage to protect the City, its commissioners,directors,agents,officers and employees, from liability covered by the indemnification provisions of this section subject to policy terms, conditions, limitations and exclusions.Without limiting its liability as aforesaid,Airline agrees to carry and keep in force such insurance, written on a per occurrence basis,with limits of liability for death, personal injury and property damage in a combined single limit not less than One Hundred and Fifty Million Dollars ($150,000,000), except Twenty Five Million Dollars ($25,000,000)with Non-Signatory Airline Operating Permit Page 4 Palm Springs International Airport respect to non-passenger personal injury liability. An Airline shall have the right to self-insure the items specified in this section so long as the Airline maintains a net worth satisfactory to the City's Risk Manager. B. Workers Compensation Insurance: Airline shall, at the Airline's sole cost and expense, maintain a policy of workers compensation insurance in an amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Airline and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Airline in the course of conducting Airline's business at the Airport. C. Airline Insurance on Automobiles and Other Ground Vehicles: Airline shall maintain at its sole expense and cause to be kept in force at all times during the term of this permit, liability insurance in the form of primary and excess, or layered amounts of insurance covering the operation of the Airline's owned or non-owned automobiles and other ground vehicles at the Airport,written on a per occurrence basis in a combined single limit of not less than Twenty Five Million Dollars($25,000,000) for bodily injury and property damage liability per any one occurrence. Upon certification of Airline that Airline does not own, maintain, or operate vehicles at the Airport, City Manager may relieve Airline of Airline's obligations under this Section. D. Commercial General Liability Insurance: A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $2,000,000 bodily injury and property damage including coverage for contractual liability, personal injury, independent contractors, property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185)or equivalent language. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insureds to the extent of their indemnified interest. E. General Provision Applicable to Airline's Insurance: All of the policies of insurance required to be procured by Airline pursuant to this section shall be (i) in a form and content common to the industry and reasonably satisfactory to the City and written by insurers satisfactory to the City; be (ii) primary insurance; and shall (iii) name the City, its officers, employees and agents as additional insureds to the extent of their indemnified interest. All of said policies of insurance shall provide that said insurance might not be amended or cancelled without providing thirty(30) days prior written notice by registered mail to the City. Prior to the Effective Date of this permit,and at least thirty(30)days prior to the expiration of any insurance policy, Airline shall provide City with certificates of insurance or appropriate insurance binders evidencing the above insurance coverage written by insurance companies acceptable to the City, licensed to do business in California. In the event the City Manager determines that (i)the Airline's activities at the Airport create an increased Non-Signatory Airline Operating Permit Page 5 Palm Springs International Airport or decreased risk of loss to the City, (ii)greater insurance coverage is required due to the passage of time, or(iii) changes in the industry require different coverage to be obtained, Airline agrees that the minimum limits of any insurance policy and the types of insurance policies required to be obtained by Airline may be changed accordingly upon receipt of written notice from the City Manager; provided that Airline shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. City and Airline hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Premises, its contents, or Airline's trade fixtures, equipment, personal property or inventory arising from any risk generally covered by insurance against the perils of fire, extended coverage,vandalism, malicious mischief,theft, sprinkler damage, and earthquake sprinkler leakage. Each of the parties,on behalf of their respective insurance companies insuring such property of either Airport or Airline against such loss,waives any right of subrogation and contribution that it may have against the other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby. The Liabilities Policies shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language. The Liability Insurance shall name the City, its officers,employees and agents as additional insureds to the extent of their indemnified interest. 7. Airline Operations: Airline agrees to operate its business as a commercial operator at the Airport for the use and benefit of the public;to make available all facilities and services to the public,without unjust discrimination; and to refrain from imposing or levying excessive, discriminatory,or otherwise unreasonable charges or fees. 8. Prohibited Uses: Airline shall not do or permit anything to be done in,on, or at the Airport which will in any way conflict with any law,or ordinance of any governmental agency, or with the City's rules and regulations provided for in Section 1 above,or create a nuisance or in any way obstruct or interfere with the rights of other users of the Airport,or damage any property or endanger the health and safety of persons using the Airport. 9. Non-Discrimination and FAA Required Clauses: A. Airline, for itself, heirs, personal representatives, successors in interest,and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the Premises that, in the event facilities are constructed, maintained,or otherwise operated on the said Premises described in this Agreement for a purpose for which a Department of Transportation (DOT) program or activity is extended or for another purpose involving the provision of similar services or benefits,Airline shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49,Code of Federal Regulations, DOT,Subtitle A,Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation— Non-Signatory Airline Operating Permit Page 6 Palm Springs International Airport Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. B. Airline,for itself, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the Premises that: (i) no person on the grounds or race,color,or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (ii) 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 (iii)Airline shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, DOT, 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, and as said Regulations may be amended. C. In the event of breach of any of the above nondiscrimination covenants, City shall have the right to terminate the Agreement and to re-enter and repossess said Premises and the facilities thereon, and hold the same as if an agreement had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 are followed and completed including expiration of appeal rights. D. Airline shall furnish its services on a fair, equal and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable and not unjustly discriminatory prices for each unit of service; provided Airline may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions to volume purchasers. E. Noncompliance with the preceding paragraph shall constitute material breach thereof and, in the event of such noncompliance,City shall have the right to terminate this Agreement and the leasehold interest hereby created without liability therefore or, at the election of City or the United States, either or both said Governments shall have the right to judicially enforce such provisions. F. Airline agrees that it shall insert the provisions in the five preceding paragraphs in any agreement by which Airline grants a right or privilege to any person,firm or corporation to render services to the public on the Airport. G. Airline assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E,to insure that no person, on the grounds or race, color, national origin, or sex be excluded from participating in any employment activities covered in 14 CFR Part 152,Subpart E. Airline assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. Airline assures that it will require that its covered suborganizations provide Non-Signatory Airline Operating Permit Page 7 Palm Springs International Airport assurances to Airline that,similarly, they will undertake affirmative action programs and that they will require assurances from their suborganizations to the same effort, as required by 14 CFR 152, Subpart E. H. City reserves the right to further develop or improve the landing area of the Airport as it sees fit regardless of the desires or view of Airline and without interference or hindrance. I. City reserves the right, but shall not be obligated to Airline, to maintain and keep in repair the landing area of the Airport and all publicly-owned facilities of the Airport,together with the right to direct and control all activities of Airline in this regard. J. This Agreement shall be subordinate to the provisions and requirements of any existing or future agreement between City and the United States, relative to the development, operation or maintenance of the Airport. K. There is hereby reserved to City, its successors and assigns,for the use and benefit of the public, a right of flights for the passage of aircraft in the airspace above the surface of the Airport herein. This public right of flight shall include the right to cause in said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing at,taking off from, or operation on the Airport. L. Airline agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event future construction of a building is planned for the Airport, or in the event of any planned modifications or alterations of any present or future building or structure situated on the Airport. M. Airline, by accepting this Agreement, agrees for itself, its successors and assigns that it will not make use of the Airport in any manner which might interfere with the landing and take- off of aircraft from the Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, City reserves the right to enter upon the Premises hereby leased and cause the abatement of such interference at the expense of Airline. N. It is understood and agreed that nothing contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of 1958 (49 U.S.C. 1349a). O. This Agreement and all the provisions hereof shall be subject to whatever right the United States 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 the time of war or national emergency. 10. Federal Grants: This Agreement shall be subordinate to the provisions of any existing and future agreements between the City and the United States of America, its boards, agencies, or commissions, relative to the operation or maintenance of the Airport,the execution of which Non-Signatory Airline Operating Permit Page 8 Palm Springs International Airport has been, or will be, required as a condition to the expenditure of Federal funds for the development of the Airport. 11. Notice: 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: Airport Director Palm Springs International Airport 300 E.Tahquitz Canyon Way, Suite OFC Palm Springs, CA 92262 and Attention: City Manager 3200 E.Tahquitz Way, PO Box 2743 Palm Springs,CA 92261 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. 12. Damage/ Improvements: The Airline shall promptly repair or replace any property of the City damaged by the Airline operations hereunder. The 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 Director of Aviation. 13. Assignment: Airline shall not assign the Permit or any interest therein, without the prior written consent of the City. For purposes of this Agreement,an assignment shall be deemed to include the transfer of any person or group of persons acting in concert,of more than fifty percent 50% of the present ownership and/or control of Airline, taking all transfers into account on a cumulative basis. An assignment requiring prior written consent of the City under this Section 13 also include, but is not limited to,dual-branding,jointly-operated businesses or other form of joint venture. Notwithstanding the foregoing,Airline may assign this Agreement to any successor-in-interest of Airline with or into which Airline may merge or consolidate or to any entity which may acquire substantially all of the assets of Airline without the consent of the City; provided that said assignee complies with all of the other terms of this Section. Any assignment or subletting without the consent of the City shall be void and constitutes incurable default hereunder. 14. Default: The occurrence of any one or more of the following events shall constitute a default and breach of the Permit by Airline: (i)the failure to pay any rental or other payment required hereunder to or on behalf of City more than three (3)days after written notice from City to Airline that Airline has failed to pay rent when due; (ii)the failure to perform any of Airline's agreement or obligations hereunder exclusive of a default in the payment of money where such Non-Signatory Airline Operating Permit Page 9 Palm Springs International Airport default shall continue for a period of thirty(30) days after written notice thereof from City to Airline which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (iii)the making by Airline of a general assignment of Airline's location at the Airport or of Airlines interest in the Permit; (iv) the filing by any creditor of Airline of an involuntary petition in bankruptcy which is not dismissed within sixty(60)days after filing; or(v)the attachment,execution or other leasehold where such an attachment,execution or seizure is not discharged within sixty(60) days advance written notice. In the event of any such default or breach by Airline's right to possession thereunder. 15. Termination: This Permit may be terminated by either party, with or without cause, upon providing the other party with thirty(30) days advance written notice. Airline shall deliver to the City the possession of any space leased to Airline or jointly to Airline and others, at the termination of this Permit by expiration or otherwise. Such space 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,or any renewal or extension hereof, to remove or sell its trade fixtures and equipment situated on the space that were installed, or placed by it,at its expense in, on or about the space pursuant to the provisions of this Permit subject however to any valid lien that the City may have thereon for unpaid fees or other charges. Any such removal shall be at Airline's expense and accomplished in a good workmanlike manner. Any damage occasioned by such removal shall be repaired at Airline's expense so that the space may be surrendered in a good,clean and sanitary condition. Any holding over by Airline after the cancellation or termination of this Permit shall not operate to extend or renew this Permit for any further term whatsoever. Acceptance by City of payment of rents,fees or charges after cancellation or termination shall be deemed to be payment on account and shall not operate to waive or modify any provision of this paragraph. 16. 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 Airline set forth herein shall be adequate service for such litigation. The parties further agree that Riverside County,California, is 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. 17. Integration: The Permit covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning the Permit, supersedes any and all previous negotiations, agreements and understandings, if any, between the parties,oral or written, and merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Airline acknowledges that City or its agents or representatives have made no representations or warranties of any kind or nature not specifically set forth herein. 18. Corporate Authority: The Persons executing this Permit on behalf of the Airline hereto warrant that (i) such Airline is duly organized and existing, (ii)they are duly authorized to execute and deliver this Permit on behalf of said Airline, (III) by so executing this Permit, such party is formally bound to the provisions of this Permit, and (iv)the entering into this Permit does not violate any provision of any other Permit or Agreement to which said party is bound. Non-Signatory Airline Operating Permit Page 10 Palm Springs International Airport IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: (1 By: David H. Ready City Manager y W� APPROVED AS TO FORM: ATTEST By: By: \ �0& Edward Z. Kotkin, Kathleen D. Hart, MMC, City Attorney Interim City Clerk APPROVED BY CITY COUNCIL: Date: I Agreement No. 1QWr a. Kf,60. o)100 "TENANT", Corporations require two notarized signatures. One signature must be from the 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. BY: Signature(Notarized) ' ignature(Not g zed) i Howard Diamond J2lmes G. Dempsey SVP, General Counsel &Secretary Chief Financial Officer Printed Name/Title Printed Name/Title Non-Signatory Airline Operating Permit Page 11 Palm Springs International Airport COLORADO ALL-PURPOSE ACKNOWLEDGEMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy,or validity of that document. STATE OF COLORADO COUNTY OF DENVER On October 6, 2017 before me,Shannon M. Muir, personally appeared Howard Diamond, who provide to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Colorado that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signaturea•� Signature of Notary Public 3NA STATE C NOTARY 10 20144033346 My COMMISSION EXPIRES AUGUST 25,2018 COLORADO ALL-PURPOSE ACKNOWLEDGEMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF COLORADO COUNTY OF DENVER On October 6, 2017 before me,Shannon M. Muir, personally appeared James Dempsey,who provide to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity,and that by his signature on the instrument the person,or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Colorado that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature &1,2A Signature of Notary Public SHANWW M. MW NOTSTATE OF COLORADO NOTARY ID 20144033345 My COMMISSION EXPIRES AUGUST 25, 2018 CAUFOWHA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE f 1180 A nosey publo or odw dkw the ownfia to whrihae"the ddwwN of dw wKhxkw who sigwd the deamatn as which#a comficats a attached,and not to aparacy or vai ft of dun dDummm state Of Coubmia > C.o n of ) On before nee, Dabs f*"Htaert/fame and Thine of the Officer f kw* Bloomed NaMeN SVWN who proved to me on the beads of subsiactory evidence to be the peraorKs1 whose r e) Wars aibacribed to the with tabu marl and acknowledged to me that hefshaffiwi executed the some in hiaiherlllaar authorized espac aaj,and that by hiathalgai sipnebars(s)an the irratrwnwd the persorgn), or the entdy upon behaaih of which the peraaa(s)acted,mumulad the iraharrwrrl_ I owtify under Pt=MALTY OF PE FUURY urd®r the laws of the State of CaWarnre that the foregoing pea7aph is true and correct MWEI3 my hmd and oirrciel seel NW10tue Pubric t Notwy Bad Above Though!fits aaa:A`an is optima(mom+pV&V But slior rafhon can detse alWabo a of the doohurueh*or fsa dAmt isaffiadvrowit of On tam to an urhir*nded doommmL Ussaipbm of Attached 6ocranw* Tdhs a Type of Document Doc urrwrd Ode: Number at Pages: qj Other Theta Named Above: Cepm:it eel Cloned by Sg 3 3i p% a Names Qgrwra Name- ❑Corporals Officer—TdLs(* ❑CoMerath Officer—Tdta(* ❑Portwr— ❑Lanifed ❑General ❑Partner— ❑Luniled ❑Gerard ❑Indivsdrai ❑Attomay n Fact ❑hnd kkW ❑Atlomer in Fad ❑Tnwtse ❑Gtmrrian cw Conservator ❑Trustee ❑Grardan or Ommerarator ❑Carer. ❑Other: SWw In RepmeenbW_ S*wr Is Repassarding- 14 MrbcTwh Nab"Amoeiatim-www _erg•14)W-G NOTARY(1-800-87"1127) ttnn fi59tf7 Non-Signatory Airline Operating Permit Page 12 Palm Springs International Airport EXHIBIT A Non — Signatory SUPPLEMENTAL SPACE — Frontier Airlines Airline elects to lease Supplemental Space. Said Supplemental Space Lease shall become effective July 1, 2014. Airline elects to lease the following space: Space Type Sq. Ft. Rate Exclusive (Conditioned) Space 220 $37.50/Sq. Ft./Annum Ticket Counter Space 102 $37.50/Sq. Ft/Annum Baggage Make-up Space 330 $18.75/Sq. Ft./Annum Executive Office Space $40.00/Sq. Ft./Annum Lower Level Storage Space $19.00/Sq. Ft./Annum Baggage Service Desk $19.00/Sq. Ft./Annum Curbside Check-In/office $19.00/Sq. Ft./Annum Bono Hold Room $80.00 per use RJ Hold Room $40.00 per use Space S . Ft. Rate Monthly Yearly Office (Conditioned) Space 220 $37.50 $687.50 $ 8,250.00 Ticket Counter Space (shared w/Jet Blue) 102 $37.50 $318.75 $ 3,825.00 Baggage Make-up Space 330 $18.75 $515.62 $ 6,187.44 Baggage Service Desk Curbside Check-in Total square footage 652 Total Payment $1,521.87 $18,262.44 Non-Signatory Airline Operating Permit Page 13 Palm Springs International Airport DATE: September 1, 2004 TO: City Council FROM: Director of Aviation NEW NON-SIGNATORY AIRLINE OPERATING PERMIT RECOMMENDATION: It is recommended that the City Council approve a new standard form Non- Signatory Airline Operating Permit for use with air carriers at Palm Springs International Airport. SUMMARY: This proposed action would result in the establishment of a new standard form operating perrnit for the Airport to utilize with all airlines desiring non-signatory operating status. This agreement is a month-to-month operating permit. The City Council, at its April 7, 2004 meeting, approved a new ten (10) year standard form Airport Use and Lease Agreement for use vfdh airlines desiring signatony operating status (RES 20897). BACKGROUND: The airlines at the Airport operating under signatory status are currently completing the process of executing the standard form Airport Use and Lease Agreement. These airlines are those typically operating year-round. The Airport must operate under restrictions and guidelines set forth by the Federal Government. These restrictions, among other things, states that all airlines must be treated equally. Through the previously approved Airport Use and Lease Agreement, the Airport accomplishes this. The carriers agreeing to the terms of the agreement, which includes guaranteeing certain revenue levels, are known as"signatory airlines" in the aviation industry. There are some airlines choosing not to sign the Airport's agreement and are known as "non-signatory airlines". These non signatory airlines, typically those operating seasonal service, must still provide all the necessary insurance and indemnification under our permit process and are assessed higher rates and charges as they are not required to guarantee airport revenues. The Non-Signatory Airline Operating Permit references terms and sections contained in the standard form Airport Use and Lease Agreement. All airlines intending to operate as a non-signatory airline shall receive a copy of the standard form Airport Use and Lease Agreement to become familiar with its terms as they may affect the terms under this Non-Signatory Airline Operating Permit. These airlines pay a premium to operate at the Airport, 25% above the rates established for Signatory Carriers. This premium applies to Landing Fees, the Special Capital Projects Fund Surcharge,the Joint Use/Common Area Space Fee, and the Passenger Loading Bridge Fee. This agreement has been reviewed and approved by the Finance Subcommitise of the Airport Commission, by the Airport Commission, and by the City Attorney's Office. The attached resolution would approve this agreement as the standard form Non-Signatory Airline Operating Permit and authorize the City Manager to approve all such agreements submitted by airlines in the future. Rieh rd S^61sh,,AAL Directo of Aviaf c�'�a /_ City Manager Attachments: 9. resolution 2. Non-Signatory Airline Operating Permit REVIEWED BY 4DEPl. OF FINANCE Palm Springs international Airport—City of Palm Springs Non-Signatory Airline Operating Permit (Month to Month) Airline Information Name: (hereinafter"Airline") Airline Representative: Title: Address: City/Zip code: Phone: Fax Email; GENERAL PROVISIONS A. Reference to Signatory Airline Agreement: This Permit references terms contained in the Standard Form 04-001A Airport Use and Lease Agreement, dated July 1, 2004, as may be amended ("Signatory Airline Agreemenf) with Signatory Airlines. Unless otherwise stated, all capitalized terms used in this Permit shall have the meaning set forth in the Signatory Airline Agreement. Airline represents that, prior to its execution of this Permit, it has received a copy of the Signatory Airline Agreement and is familiar with its terms as they may affect the terns under this Permit. B. Permitted Use: Commercial"air transportations"of persons, property, cargo and mail. C. Term: Month to Month, commencing on 200 ("Commencement Date"). D. Rates and Charges: The following rates and charges shall be payable by Airline to City in the manner set forth at section 3 below of the Terms and Conditions. Airline acknowledges that the following fees and charges shall be subject to change as described in the Signatory Airline Agreement, including but not limited to, Sections 5.03(E)and 5.08 thereunder. 1. Landing Fee: Airline shall pay a landing fee that is 125% of the Landing Fee paid by Signatory Airlines under Section 5.04 of the Signatory Airline Agreement. For reference purposes, the current landing fee payable by Airline is$1.56 per 1,000 pounds of landed weight (based on 125% of the $1.25 Landing Fee for Signatory Airlines under the Signatory Airline Agreement). 2. Special Capital Projects Fund Surcharge: Airline shall pay a Special Capital Projects Fund Surcharge per enplaned passenger, as described under Section 5.06 of the Signatory Airline Agreement. For fiscal year 7/1104—6/30105, the Special Capital Projects Fund Surcharge is calculated as $300,000 divided by previous fiscal year total enplaned passengers times 125%. The fee beginning 711/04 shall be $.56 per enplaned passenger, which will be recalculated in mid-July of every year of the term based on actual fiscal year statistics. 3. Joint Use/Common Area Space Fee: Airline shall pay a Joint Use/Common Area Space Fee (calculated in the manner set forth at Article V of the Signatory Airline Agreement) based on Airline's number of enplaned passengers times 125%. The Joint Use/Common Area Space Fee beginning 711104 is$2.24 per enplaned passenger, which will be recalculated in mid- July of every year of the term based on the actual fiscal year statistics. 4. Passenger loading Bridge Fee: Airline shall pay a passenger loading bridge fee that is 125% of the Passenger Loading Bridge Fee described in Section 5.03(D)of the Signatory Airline Agreement. For reference purposes, the current fee payable by Airline is $50.00 (340.00 Nnn-Sinnatnry Airlinp rinprafinn Permit Palm Snrinnc Intp.mnfin I Airnn 4 Signatory Airline fee times 125%) per operation. For purposes of this section "operation" shall mean both the enplaning and deplaning of a single aircraft. 5. Passenger Facility Charge: Airline shall pay a passenger facility charge as required by Part 158 of the Federal Aviation Regulations. For reference purposes, the current rate is$4.50 per enplaned passenger. E. Porter Service: Airline shall have the right to participate in nonexclusive porter services in conjunction with all scheduled airlines serving the Airport to assist its passengers with their baggage. Should Airline choose not to provide porter services to assist passengers with luggage, City may solicit for porter services on behalf of Airline with said solicitation to require indemnification by vendor of Airline and City for lost luggage. Any agreement between any porter service vendor and either the Airline or City resulting from said solicitation shall be cost neutral to the City and Airlines. F. Ground Handling: Airline shall arrange with Signatory Airlines or Fixed Based Operators for ground handling services, subject to the City s approval of such arrangement. G. Security Screening Facilities: The Transportation Security Administration ("TSA") provides for all passenger and baggage screening conducted at the Airport. Airlines may be required to provide assistance to TSA in their efforts to carry out their federal mandates. Airline acknowledges that during the term of this Permit, the City or other entity may be authorized to provide these security services and Airline shall cooperate with the transition in security service providers and payment of its pro-rata share of any applicable fees for such services. H. Exclusive Use Space: Airline may utilize the Exclusive Use Space, as such space is described at Exhibit C of the Signatory Airline Agreement, based on availability(as outlined in the Signatory Airline Agreement, at Section and payment of the Exclusive Use Space Rate described at Section 5.03(A)of the Signatory Airline Agreement. I. Supplemental Space: Airline may elect to lease available space at the Airport in the categories of baggage claim desk, office space, storage space,or other space(collectively'Supplemen tal Space")as approved in writing by the Director of Aviation. Rates shall be'as established in the City's Comprehensive Fee Schedule. Specific Supplemental Space shall be identified in a letter agreement executed between Airline and the Director of Aviation, and leased to Airline for a month to month term that may be cancelled by either party upon thirty(30)days written notice. City may relocate or reconfigure the Supplemental Space from time to time with changes occurring via letters agreement executed between Airline and the Director of Aviation. TERMS AND CONDITIONS 1. Rules and Regulations: All activities of Airline pursuant to this permit shall be performed in compliance with all applicable federal, state and local laws, ordinances and regulations. City may adopt additional rules and regulations in accordance with the terms of Section 15.01 of the Airline Use Agreement. 2. Employee Parking: The City shall make available to Airline's employees assigned duty at the Airport, reasonably adequate parking facilities. The City may, at its discretion, charge a reasonable vehicle parking fee based on the City's actual cost of providing, operating and maintaining such facilities. 3. Calculation and Payment of Fees: A Airline shall furnish to the City on or before the tenth(101h)day of each month the"Airline Activity Report"(Exhibit A)signed by an authorized representative of Airline,for the preceding month. The Airline Activity Report will include(i)the total number of enplaned and deplaned passengers and air cargo; (ii)total number of fee landings by aircraft type, seating configuration and certificated maximum landing weight for each type of aircraft; (iii)a list of . Nnn-Sinnatnry Airiina(lnarafinn parmd Palm Snnnnc Irtfarnatmnal Airnnrt 9 the cancelled flights for the previous month. The cancelled flights will be listed individually by date,flight number and reason for cancellation. B. Upon furnishing City with the "Airline Activity Report" described in Section 3.A, City shall forthwith furnish Airline with an invoice setting forth the amount of Landing Fees, Landing Fee Surcharge, Terminal Fees, Passenger Loading Bridge Fees payable by Airline for such preceding month based on rates described on page 1 of this Permit. Within thirty (30) days after the date of such invoice,Airline shall pay to City the amount set forth herein. C. City shall furnish the Airline with an invoice by the tenth (10"') day of each month for the amount of Airline's Exclusive Use Space for the next ensuing month. Not later than the first (f) day of such next ensuing month, Airline shall pay City an amount equal to the Airline's Exclusive Use Space for such month. Q. All fees and charges not timely received by City and within fifteen (15) days after receipt by Airline of a written notice of delinquency will bear a late charge equal to five percent(5%)of the payment due and owing. If such fees and charges are not received within thirty (30) days, interest shall accrue on the unpaid balance plus the unpaid late charge at the rate of eighteen percent (18%) per annum or the highest rate which may be legally charged, whichever is lower, from the due date until paid in full. E. The fees described in this Permit shall be subject to change in accordance with the terms of Section 5.03(E)of the Signatory Airline Agreement. 4. Gate Allocation: By granting this non-signatory operating permit, City is not obligated to provide aircraft gate space. Airline shall arrange gate space via availability with City, Signatory Airlines or Fixed Based Operators, as further described in the Signatory Airline Agreement. 5. Indemnification: Airline agrees to indemnify the City, its officers, agents and employees against,and will not hold and save them harmless from any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, of or in connection with the negligent performance of the work, operations or activities of Airline, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the premises or the Airport by Airline or its employees and customers, or arising from the failure of Airline to keep its exclusive premises in good condition and repair, as herein provided, or arising from the negligent performance of or failure to perform any term, provision or covenant or condition of this permit, unless caused by the sole negligence or willful misconduct on the part of the City, its officers, agents or employees,who are directly responsible to the City, and in connection therewith: A. Airline will defend any action or actions filed in connection with any said claims or liabilities and will pay all costs and expenses, including legal costs and attorney's fees incurred in connection therewith. B. Airline will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of airline hereunder; and Airline agrees to save and hold the City, its officers, agents, and employees harmless there from. C. In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Airline for such damages of other claims arising out of or in connection with the negligent performance of or failure to perform the work, operations or activities of Airline hereunder,Airline agrees to pay the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers,agents or employees in such action or proceeding, including but not limited to legal costs and attorney fees. e A1nn-Sinnarnry Airlines nnPratinn Parmif Palm Snrinnc: Intarnatinnal Airnnrt 11 6. Insurance: A. Airline Public Liability Insurance: Airline agrees to carry and keep in force public liability insurance with an insurance company of recognized responsibility, or provide self insurance, covering personal injury, death and property damage to protect the City, its commissioners, directors, agents, officers, and employees,from liability covered by the indemnification provisions of this section subject to policy terms, conditions, limitations and exclusions. Without limiting its liability as aforesaid. Airline agrees to carry and keep in force such insurance,written on a per occurrence basis,with limits of liability for death, personal injury and property damage in a combined single limit not less than Fifty Million Dollars ($50,000,000), except Twenty Five Million Dollars($25,000,000)with respect to non- passenger personal injury liability. An Airline shall have the right to self-insure the items specified in this section so long as the Airline maintains a net worth satisfactory to the City's Risk Manager. B. Workers Compensation Insurance: Airline shall, at the Airline's sole cost and expense, maintain a policy of worker's compensation insurance in an amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Airline and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Airline in the course of conducting Airline's business at the Airport. C. Airline Insurance on Automobiles and Other Ground Vehicles: Airline shall maintain at it's sole expense and cause to be kept in force at all times during the term of this permit, liability insurance in the form of primary and excess, or layered amounts of insurance covering the operation of Airline's owned or non-owned automobiles and other ground vehicles at the Airport, written on a per occurrence basis in a combined single limit of not less than Twenty Five Million Dollars ($25,000,000)for bodily injury and property damage liability per any one occurrence. D. Commercial General Liability Insurance: A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least$1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsement form CG202010(1185) or equivalent language. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured to the extent of their indemnified interest. E. General Provision Applicable to Airline's Insurance: All of the policies of insurance required to be procured by Airline pursuant to this section shall (i) in a form and content common to the industry and reasonably satisfactory to the City and written by insurers satisfactory to the City; be(ii)primary insurance;and shall (iii)name the City, its officers, employees and agents as additional insureds to the extent of their indemnified interest. Ali of said policies of insurance shall provide that said insurance might not be amended or cancelled without providing 30 days prior written notice by registered mail to the City. Prior to the Effective Date of this permit; and at least 30 days prior to the expiration of any insurance policy,Airline shall provide City with certificates of insurance or appropriate insurance binders evidencing the above insurance coverages written by insurance companies acceptable to the City, licensed to do business in California. In the event the City Manager determines that(i) the Airline's activities at the Airport creates an increased or decreased risk of loss to the City, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, Airline agrees that the minimum limits of any insurance policy and the types of insurance policies required to be obtained by Airline may be changed accordingly upon receipt of written notice from the City Manager, provided that Airline shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within tan (10) days of receipt of notice from the City Nnn 4innnfnry Airlines rinesratinn Permit I7a1m.cZnrinnc Intamat& nrN �y d Manager. City and Airline hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Premises, its contents, or Airline's trade fixtures, equipment, personal property or inventory arising from any risk generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious mischief, theft, sprinkler damage, and earthquake sprinkler leakage. Each of the parties, on behalf of their respective insurance companies insuring such property of either Airport or Airline against such loss,waive any right of subrogation and contribution that it may have against the other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby. "The Liabilities Policies shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsement from CG2010 (1185) or equivalent language. The Liability Insurance shall name the City, its officers, employees and agents as additional insured to the extent of their indemnified interest. 7. Airline Operations: Airline agrees to operate its business as a commercial operator at the Airport for the use and benefit of the public; to make available all facilities and services to the public, without unjust discrimination; and to refrain from imposing or levying excessive, discriminatory, or otherwise unreasonable charges or fees. 8. Prohibited Uses: Airline shall not do or permit anything to be done in, on, or at the Airport which will in any way conflict with any law, or ordinance of any governmental agency, or with the City's rules and regulations provided for in Section 1 above, or create a nuisance or in any way obstruct or interfere with the rights of other users of the Airport, or damage any property or persons thereon, or endanger the health and safety of persons using the Airport. 9. Non-Discrimination and FAA Reauired Clauses: A. Airline,for itself, heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the Premises that, in the event facilities are constructed, maintained, or otherwise operated on the said Premises described in this Agreement for a purpose for which,a Department of Transportation(DOT)program or activity is extended or for another purpose involving the provision of similar services or benefits, Airline shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, DOT, Subtitle A, Office of the Secretary, Part 26, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. B. Airline,for itself, personal representatives, successors in interest,and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the Premises that: (1)no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (2)in the construction of any improvements on, over, or under such Premises and the furnishing or 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(3)Airline 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 26, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended. C. In the event of breach of any of the above nondiscrimination covenants, City shall have the right to terminate the Agreement and to re-enter and repossess said Premises and the facilities thereon, and hold the same as if an agreement had never been made or issued.This provision does not become effective until the procedures of 49 CFR Part 26 are followed and completed including expiration of appeal rights. IF � 7 Knn_Rinnntnry Airlines r)naratinn Pesrmit Palm Cndnna InfAmstinnal Aimnrt F D. Airline shall furnish its services on a fair,equal and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable and not unjustly discriminatory prices for each unit or service; provided Airline may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions to volume purchasers. E. Noncompliance with the preceding paragraph shall constitute material breach thereof and, in the event of such noncompliance, City shall have the right to terminate this Agreement and the leasehold interest hereby created without liability therefore or, at the election of City or the Untied States, either or both said Governments shall have the right to judicially enforce such provisions. F. Airline agrees that it shall insert the provisions in the five preceding paragraphs in any agreement by which Airline grants a right or privilege to any person,firm or corporation to render services to the public on the Airport. G. Airline assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E,to insure that no person, on the grounds of race, creed, color, national origin, or sex be excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E.Airline assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. Airline assures that it will require that its covered suborganizations provide assurances to Airline that, similarly, they will undertake affirmative action programs and that they will require assurances from their suborganizations to the same effort, as required by 14 CFR 152, Subpart E. H. City reserves the right to further develop or improve the landing area of the Airport as it sees fit regardless of the desires or view of Airline and without interference or hindrance. I. City reserves the right, but shall not be obligated to Airline, to maintain and keep in repair the landing area of the Airport and all publicly-owned facilities of the Airport, together with the right to direct and control all activities of Airline in this regard. J. This Agreement shall be subordinate to the provisions and requirements of any existing or future agreement between City and the United States, relative to the development, operation or maintenance of the Airport. K. There is hereby reserved to City, its successors and assigns,for the use and benefit of the public, a right of flights for the passage of aircraft in the airspace above the surface of the Airport herein.This public right of flight shall include the right to cause in said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing at,taking off from, or operation on the Airport. L. Airline agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event future construction of a building is planned for the Airport, or in the event of any planned modifications or alterations of any present or future building or structure situated on the Airport. M. Airline, by accepting this Agreement, expressly agrees for itself, its successors and assigns that it will not erect nor permit the erection of any structure or object, nor permit the growth of any tree on the land leased hereunder above the mean sea level elevation of 600 feet. In the event the aforesaid covenants are breached, City reserves the right to enter upon the Premises and to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of Airline. N. Airline, by accepting this Agreement, agrees for itself, its successors and assigns that it will not make use of the Airport in any manner which might interfere with the landing and take off of aircraft from the Airport or otherwise constitute a hazard. In the event the aforesaid Nnn-Sinnatnry Airlines nnPrf inn PPrmif Palm Snrinna Intarnati A nR n �R covenant is breached, City reserves the right to enter upon the Premises hereby leased and cause the abatement of such interference at the expense of Airline. O. It is understood and agreed that nothing contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of 1958 (49 U.S.C. 1349a). P. This Agreement and all the provisions hereof shall be subject to whatever right the United States 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 the time of war or national emergency. 10. Federal Grants: This Agreement shall be subordinate to the provisions of any existing and future agreements between the City and the United States of America, its boards, agencies, or commissions, relative to the operation or maintenance of the Airport, the execution of which has been, or will be, required as a condifton to the expenditure of Federal funds for the development of the Airport. 11. Notice: 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: Palm Springs International Airport Director of Aviation 3400 E.Tahquitz Canyon Way, Ste OFC Palm Springs, CA 92262 Any such notice or other document shall be deemed to be received as of three days after the date deposited in the mail, if mailed in accordance with this Section. 12. Dama e/lm rovements:The Airline shall promptly repair or replace any property of the City damaged by the Airline operations hereunder. The 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 Director of Aviation. 13. Assignment: Airline shall not assign the Permit or any interest therein, without the prior written consent of the City. For purposes of this Agreement, an assignment shall be deemed to include the transfer to any person or group of persons acting in concert, of more than fifty percent 50% of the present ownership and/or control of Airline,taking all transfers into account on a cumulative basis.An assignment requiring prior written consent of the City under this Section 13 also includes, but is not limited to, dual-branding,jointly-operated businesses or other form of joint venture. Notwithstanding the foregoing, Airline may assign this Agreement to any successor-in-interest of Airline with or into which Airline may merge or consolidate or to any entity which may acquire substantially all of the assets of Airline without the consent of the City; provided that said assignee complies with all of the other terms of this Section. Any assignment or subletting without the consent of the City shall be void and constitute incurable default hereunder. 14. Default: The occurrence of any one or more of the following events shall constitute a default and breach of the Permit by Airline: (i)the failure to pay any rental or other payment required hereunder to or on behalf of City more than three (3) days after written notice from City to Airline that Airline has failed to pay rent when due; (ii) the failure to perform any of Airline's agreement 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 City to Airline which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (W)the making by Airline of a general assignment of Airline's location at the Airport or of Airlines interest in the Permit; (iv) the filing by any creditor of Airline of an involuntary petition in bankruptcy which is not dismissed within sixty(80) days after filing;or(v)the attachment, execution or other leasehold where Nnn-Rinnatnry AirlinA r)nwrgf0n Permit Palm Rnrinne Inlarnatinnal nnrt 17 such an attachment, execution or seizure is not discharged within sixty(60)days. In the event of any such default or breach by Airline's right to possession thereunder. 15, Termination: This Permit may be terminated by either party, with or without cause, upon providing the other party with thirty (30) days advance written notice. Airline shall deliver to the City the possession of any space leased to Airline or jointly to Airline and others, at the termination of this Permit by expiration or otherwise. Such space 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, or any renewal or extension hereof, to remove or sell its trade fixtures and equipment situated on the space that were installed, or placed by it, at its expense in, on or about the space pursuant to the provisions of this Permit subject however to any valid lien that the City may have thereon for unpaid fees or other charges. Any such removal shall be at Airline's expense and accomplished in a good workmanlike manner. Any damage occasioned by such removal shall be repaired at Airline's expense so that the space may be surrendered in a good, clean and sanitary condition. Any holding over by Airline after the cancellation or termination of this Permit shall not operate to extend or renew this Permit for any further term whatsoever. Acceptance by City of payment of rents,fees or charges after cancellation or termination shall be deemed to be payment on account and shall not operate to waive or modify any provision of this paragraph. 16. 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 Airline set forth herein shall be adequate service for such litigation. The parties further agree that Riverside County, California, is 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. 17. Intearation: The Permit covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning the Permit, supersedes any and all previous negotiations, agreements and understandings, if any, between the parties, oral or written, and merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Airline acknowledges that City or its agents or representatives have made no representations or warranties of any kind or nature not specifically set forth herein. 18. Co orate Authorit : The Persons executing this Permit on behalf of the Airline hereto warrant that(i) such Airline is duly organized and existing, (ii) they are duly authorized to execute and deliver this Permit on behalf of said Airline, (iii) by so executing this Permit, such party is formally bound to the provisions of this Permit, and (iv) the entering into this Permit does not violate any provision of any other Permit or Agreement to which said parry is bound. Nnn Rinnnfnry Airlines t)naratinn Permit Palm Snrinnc Iniarnatinnal Airnnrt R 08/20/2004 18:12 FAX 949 222 1180 ALESHIRE & WYHDER, LLP f�003/005 IN WITNESS WME REOF, the parties have executed and ante-ring into this Permit as of the Opmmencement Date.first written above. CITY 415 PALM SPRINGS ATTEST; A municipal corporation By: By; City Clerk City Manager APPROV tD AS TO FORM:-� City Attorney AIRLINE; Corporations require two notarized signatures: One from each of the following: A. Chairman of Board, President or any vice President; AND B. Secretary,Assistant Secretary, Treasurer,Assistant Treasurer, or Chief Financial Officer By: — - By. Signature(notarized) Signature(notarized) Name: Name: Title: Title: State of State of County of _ County of On —before me, On _before me, Personally known to me(or proved to me on the Personally known to me(or proved to me on the basis of satisfactory evidence) to be the person(s) basis of satisfactory evidence)to be the person(s) whose name(s) is/are subscribed to the within whose names;is/are subscribed to the within instrument and acknowledged to me that he/she/ instrument and acknowledged to me that helshe/ they executed the same in his/her/their authorized they executed the same In hlstherltheir authorized capacity(les), and that by his/her/their signature(s) capacity(As),and that by his/her/their signature(s) on the instrument the person(s), or the entity upon on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the behalf of which the person(s)acted, executed the Instrument. instrument, Witness my hand and offloWf seal Witness my hand and official seal Notary Signature; Notary Signature: ___Y Notary Seal: Notary Seal: Non-Signatory Airline Operating Permit Palm;Cprings International Airport 9 Palm Springs Mtemational Airport PSP MONTHLY AIRLINE ACTIVITY REPORT c� COMPLETED BY FOR THE MONTH OF YEAR: PHONE: AIRLINE: EMAIL OR FAX: CITY USE ONLY REVENUE FLIGHTS ENPLANED DNPLANED SURCHARGE PASSENGERS AIR FREIGHTjibs) AIR MAIL AIR EXPRESS CITY USE ONLY TOTAL LANDING WT AIRCRAFT TYPES CONFIGURATION GROSS MAX LANDING WT. TOTAL LANDINGS TOTAL LANDING FEES LOADING BRIDGE USED FOR ABOVE LANDINGS: YES— ND THE FOLLOWING FLIGHTS WERE CANCELLED(LIST INDIVIDUALLY) DATE FLIGHT* REASON Report due by the 10th of each month for the prior month. May be faxed to 760.318.3515 or emalled to JanatB@,d.paJm-sprInUa,ca.us RESOLUTION NO. 21069 ' OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING A NEW STANDARD FORM NON- SIGNATORY AIRLINE OPERATING PERMIT FOR USE WITH AIR CARRIERS SEEKING NON-SIGNATORY STATUS AT PALM SPRINGS INTERNATIONAL AIRPORT AND AUTHORIZING THE CITY MANAGER TO APPROVE AND EXECUTE ALL SUCH AGREEMENTS SUBMITTED BY AIRLINES. -------------------------- WHEREAS, the City's new Standard Form Airport Use and Lease Agreement was approved by the City Council on April 7, 2004; and WHEREAS, the Airport operates under restrictions and guidelines set forth by the Federal Government, which requires treating airlines equally; and WHEREAS, the approved Standard Form Airport Use and Lease Agreement accomplishes this, and airlines agreeing to the terms are known as "signatory airlines" in the aviation industry; and WHEREAS, those airlines choosing not to sign the Airport Use and Lease = Agreement instead complete a Non-Signatory Airline Operating Permit and are known as "non-signatory airlines" in the aviation industry; and WHEREAS, this is a month-to-month agreement that still requires all the necessary insurance and indemnification under the Airport's permit process. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Palm Springs as follows: Section 1. That the City Council does hereby approve the standard form Non- Signatory Airline Operating Permit for use with airlines seeking non- signatory status at Palm Springs International Airport; and Section 2. That the City Manager is hereby authorized to execute on behalf of the City said Non-Signatory Airline Operating Permit submitted by airlines seeking non-signatory status at the Airport. ADOPTED this 1"day of September, 2004. AYES: Foat, McCulloch, Mills, Pougnet and Mayor Oden NOES: None ABSENT: None ATT CITY OF PALM SPRINGS, CALIFORNIA ' 13 g City Clerk. City Man " RESOLUTION NO. OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING A NEW STANDARD FORM NON- SIGNATORY AIRLINE OPERATING PERMIT FOR USE WITH AIR CARRIERS SEEKING NOWSIGNATORY STATUS AT PALM SPRINGS INTERNATIONAL AIRPORT AND AUTHORIZING THE CITY MANAGER TO APPROVE AND EXECUTE ALL SUCH AGREEMENTS SUBMITTED BY AIRLINES. WHEREAS, the City's new Standard Form Airport Use and Lease Agreement was approved by the City Council on April 7, 2004; and WHEREAS,the Airport operates under restrictions and guidelines set forth by the Federal Government,which requires treating airlines equally; and WHEREAS, the approved Standard Form Airport Use and Lease Agreement accomplishes this, and airlines agreeing to the terms are known as °signatory airlines' in the aviation industry;and WHEREAS, those-airlines choosing not to, sign the Airport Use and Lease Agreement instead complete a. Non-Signatory Airline Operating Permit and are known as"non-signatory airlines" in the aviation industry; and WHEREAS, this is a month-to-month agreement that still requires all the necessary insurance and indemnification under the Airport's permit process. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Palm Springs as follows: Section 1. That the City Council does hereby approve the standard form Non- Signatory Airline Operating Permit for use with airlines seeking non- signatory status at Palm Springs International Airport;and Section 2. That the City Manager is hereby authorized to execute on behalf of the City said Non-Signatory Airline Operating Permit submitted by airlines seeking non-signatory status at the Airport. ADOPTED this day of 2004. AYES: NOES: ABSENT: ATTEST: CITY OF PALM SPRINGS, CALIFORNIA By City Clerk City Manager REVIEWED &APPROVED AS TO FORMLe Palm Springs International Airport-City of Palm Springs Non-Signatory Airline Operating Permit (Month to Month) Airline Information Name: Frontier Airlines Incorporated (hereinafter"Airline") Airline Representative: 4tdL -6 Title: may w -►d F —L Address: Frontier Center One, 7001 Tower Road l c� r.l A/et:ccs City/Zip code: Denver, Colorado80249 V i cry �iG::d..o..t I!{�(r-Jwi6�vr1l.w Phone: (720) 374-4499 Fax: (720) 374-4388 Email: frontieraidines.com 1».[;.� aPoU; 2n yL 2 G GENERAL PROVISIONS A. Reference to Signatory Airline Agreement: This Permit references terms contained in the Standard Form 04-001A Airport Use and Lease Agreement, dated July 1, 2004, as may be amended ("Signatory Airline Agreement') with Signatory Airlines. Unless otherwise stated, all capitalized terms used in this Permit shall have the meaning set forth in the Signatory Airline Agreement. Airline represents that, prior to its execution of this Permit, it has received a copy of the Signatory Airline Agreement and is familiar with its terms as they may affect the terms under this Permit. B. Permitted Use: Commercial "air transportations"of persons, property, cargo and mail. C. Term: Month to Month, commencing on .0.+c-4w 1, 20$L("Commencement Date"). D. Rates and Charges: The following rates and charges shall be payable by Airline to City in the manner set forth at section 3 below of the Terms and Conditions. Airline acknowledges that the following fees and charges shall be subject to change as described in the Signatory Airline Agreement, including but not limited to, Sections 5.03(E)and 5.08 thereunder. 1. Landing Fee: Airline shall pay a landing fee that is 125% of the Landing Fee paid by Signatory Airlines under Section 5.04 of the Signatory Airline Agreement. For reference purposes, the current landing fee payable by Airline is $1.56 per 1,000 pounds of landed weight (based on 125% of the $1.25 Landing Fee for Signatory Airlines under the Signatory Airline Agreement). 2. Special Capital Projects Fund Surcharge: Airline shall pay a Special Capital Projects Fund Surcharge per enplaned passenger, as described under Section 5.06 of the Signatory Airline Agreement. For fiscal year 7/1/04-6130/05, the Special Capital Projects Fund Surcharge is calculated as $300,000 divided by previous fiscal year total enplaned passengers times 125%. The estimated fee beginning 7/1/04 shall be $.58 per enplaned passenger, which will be recalculated in mid-July of every year of the term based on actual fiscal year statistics. 3. Terminal Fee: Airline shall pay a Terminal Fee calculated based on the prior fiscal year average cost per enplaned passenger for Signatory Airlines based on rates and charges, deleting the high and low numbers, and then averaged times 125%. Estimated fee beginning 7/1/04 =$1.99 per enplaned passenger. Fee will be recalculated mid-July based on actual fiscal year statistics FY 7/1/03-6/30/04. 4. Passenger Loading Bridge Fee: Airline shall pay a passenger loading bridge fee that is 125% of the Passenger Loading Bridge Fee described in Section 5.03(D) of the Signatory Airline Agreement. For reference purposes, the current fee payable by Airline is $50.00 ($40.00 Non-Signatory Airline Operating Permit Palm Springs International Airport 1 ORIGINAL 130 AND/OR AGREEMENT Signatory Airline fee times 125%) per operation. For purposes of this section "operation" shall mean both the enplaning and deplaning of a single aircraft. 5. Passenger Facility Charge: Airline shall pay a passenger facility charge as required by Part 158 of the Federal Aviation Regulations. For reference purposes, the current rate is $4.50 per enplaned passenger. E. Porter Service: Airline shall have the right to participate in nonexclusive porter services in conjunction with all scheduled airlines serving the Airport to assist its passengers with their baggage. Should Airline choose not to provide porter services to assist passengers with luggage, City may solicit for porter services on behalf of Airline with said solicitation to require indemnification by vendor of Airline and City for lost luggage. Any agreement between any porter service vendor and either the Airline or City resulting from said solicitation shall be cost neutral to the City and Airlines. F. Ground Handling: Airline shall arrange with Signatory Airlines or Fixed Based Operators for ground handling services, subject to the City's approval of such arrangement. G. Security Screening Facilities: The Transportation Security Administration ("TSK) provides for all passenger and baggage screening conducted at the Airport. Airlines may be required to provide assistance to TSA in their efforts to carry out their federal mandates. Airline acknowledges that during the term of this Permit, the City or other entity may be authorized to provide these security services and Airline shall cooperate with the transition in security service providers and payment of its pro-rata share of any applicable fees for such services. H. Exclusive Use Space: Airline may utilize the Exclusive Use Space, as such space is described at Exhibit C of the Signatory Airline Agreement, based on availability (as outlined in the Signatory Airline Agreement, at Section and payment of the Exclusive Use Space Rate described at Section 5.03(A) of the Signatory Airline Agreement. I. Supplemental Space: Airline may elect to lease available space at the Airport in the categories of baggage claim desk, office space, storage space or other space as approved in writing by the Director of Aviation. Rates shall be as established in the City's Comprehensive Fee Schedule. Specific space shall be identified in Exhibit"B"to this permit, and lease to Airline for a month to month term that may be cancelled by either party upon thirty(30)days written notice. The above referenced supplemental space may change from time to time with changes occurring via letters of mutual agreement between Airline and the Director of Aviation. TERMS AND CONDITIONS 1. Rules and Regulations: All activities of Airline pursuant to this permit shall be performed in compliance with all applicable federal, state and local laws, ordinances and regulations. City may adopt additional rules and regulations in accordance with the terms of Section 15.01 of the Airline Use Agreement. 2. Employee Parking: The City shall make available to Airline's employees assigned duty at the Airport, reasonably adequate parking facilities. The City may, at its discretion, charge a reasonable vehicle parking fee based on the City's actual cost of providing, operating and maintaining such facilities. 3. Calculation and Payment of Fees: A. Airline shall furnish to the City on or before the tenth (1 O' )day of each month the"Airline Activity Report" (Exhibit A)signed by an authorized representative of Airline, for the preceding month. The Airline Activity Report will include(i)the total number of enplaned and deplaned passengers and air cargo; (ii)total number of fee landings by aircraft type, seating configuration and certificated maximum landing weight for each type of aircraft; (iii)a list of the cancelled flights for the previous month. The cancelled Flights will be listed individually by date,flight number and reason for cancellation. Non-Signatory Airline Operating Permit Palm Springs International Airport 2 B. Upon furnishing City with the "Airline Activity Report" described in Section 3.A, City shall forthwith furnish Airline with an invoice setting forth the amount of Landing Fees, Landing Fee Surcharge, Terminal Fees, Passenger Loading Bridge Fees payable by Airline for such preceding month based on rates described on page 1 of this Permit. Within thirty (30) days after the date of such invoice, Airline shall pay to City the amount set forth herein. C. City shall furnish the Airline with an invoice by the tenth (10t0) day of each month for the amount of Airline's Exclusive Use Space for the next ensuing month. Not later than the first (1s`) day of such next ensuing month, Airline shall pay City an amount equal to the Airline's Exclusive Use Space for such month. D. All fees and charges not timely received by City and within fifteen (15) days after receipt by Airline of a written notice of delinquency will bear a late charge equal to five percent (5%) of the payment due and owing. If such fees and charges are not received within thirty (30) days, interest shall accrue on the unpaid balance plus the unpaid late charge at the rate of eighteen percent (18%) per annum or the highest rate which may be legally charged, whichever is lower, from the due date until paid in full. 4. Gate Allocation: By granting this non-signatory operating permit, City is not obligated to provide aircraft gate space. Airline shall arrange gate space via availability with City, Signatory Airlines or Fixed Based Operators, as further described in the Signatory Airline Agreement. 5. Indemnification: Airline agrees to indemnify the City, its officers, agents and employees against, and will not hold and save them harmless from any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, of or in connection with the negligent performance of the work, operations or activities of Airline, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the premises or the Airport by Airline or its employees and customers, or arising from the failure of Airline to keep its exclusive premises in good condition and repair, as herein provided, or arising from the negligent performance of or failure to perform any term, provision or covenant or condition of this permit, unless caused by the sole negligence or willful misconduct on the part of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: A. Airline will defend any action or actions filed in connection with any said claims or liabilities and will pay all costs and expenses, including legal costs and attorney's fees incurred in connection therewith. B. Airline will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of airline hereunder' and Airline agrees to save and hold the City, its officers, agents, and employees harmless there from. C. In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Airline for such damages of other claims arising out of or in connection with the negligent performance of or failure to perform the work, operations or activities of Airline hereunder, Airline agrees to pay the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to legal costs and attorney fees. 6. Insurance: A. Airline Public Liability Insurance: Airline agrees to carry and keep in force public liability insurance with an insurance company of recognized responsibility, or provide self insurance, covering personal injury, death and property damage to protect the City, its commissioners, directors, agents, officers, and employees, from liability covered by the indemnification provisions of this section subject to policy terms, conditions, limitations and exclusions. Non-Signatory Airline Operating Permit Palm Springs International Airport 3 Without limiting its liability as aforesaid. Airline agrees to carry and keep in force such insurance, written on a per occurrence basis, with limits of liability for death, personal injury and property damage in a combined single limit not less than Fifty Million Dollars ($50,000,000), except Twenty Five Million Dollars($25,000,000)with respect to non- passenger personal injury liability. An Airline shall have the right to self-insure the items specified in this section so long as the Airline maintains a net worth satisfactory to the City's Risk Manager. B. Workers Compensation Insurance: Airline shall, at the Airline's sole cost and expense, maintain a policy of worker's compensation insurance in an amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Airline and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Airline in the course of conducting Airline's business at the Airport. C. Airline Insurance on Automobiles and Other Ground Vehicles: Airline shall maintain at it's sole expense and cause to be kept in force at all times during the term of this permit, liability insurance in the form of primary and excess, or layered amounts of insurance covering the operation of Airline's owned or non-owned automobiles and other ground vehicles at the Airport, written on a per occurrence basis in a combined single limit of not less than Twenty Five Million Dollars ($25,000,000) for bodily injury and property damage liability per any one occurrence. D. Commercial General Liability Insurance: A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsement form CG202010(1185) or equivalent language. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured to the extent of their indemnified interest. E. General Provision Applicable to Airline's Insurance: All of the policies of insurance required to be procured by Airline pursuant to this section shall (i) in a form and content common to the industry and reasonably satisfactory to the City and written by insurers satisfactory to the City; be(ii) primary insurance; and shall(iii) name the City, its officers, employees and agents as additional insureds to the extent of their indemnified interest. All of said policies of insurance shall provide that said insurance might not be amended or cancelled without providing 30 days prior written notice by registered mail to the City. Prior to the Effective Date of this permit; and at least 30 days prior to the expiration of any insurance policy,Airline shall provide City with certificates of insurance or appropriate insurance binders evidencing the above insurance coverages written by insurance companies acceptable to the City, licensed to do business in California. In the event the City Manager determines that (i) the Airline's activities at the Airport creates an increased or decreased risk of loss to the City, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained,Airline agrees that the minimum limits of any insurance policy and the types of insurance policies required to be obtained by Airline may be changed accordingly upon receipt of written notice from the City Manager, provided that Airline shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. City and Airline hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Premises, its contents, or Airline's trade fixtures, equipment, personal property or inventory arising from any risk generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious mischief, theft, sprinkler damage, and earthquake sprinkler leakage. Each of the parties, on behalf of their respective insurance companies insuring such property of either Airport or Airline against such loss, waive any right of subrogation and contribution that it may Non-Signatory Airline Operating Permit Palm Springs International Airport 4 have against the other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby. "The Liabilities Policies shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsement from CG2010 (1185) or equivalent language. The Liability Insurance shall name the City, its officers, employees and agents as additional insured to the extent of their indemnified interest. 7. Airline Ooerations: Airline agrees to operate its business as a commercial operator at the Airport for the use and benefit of the public; to make available all facilities and services to the public, without unjust discrimination; and to refrain from imposing or levying excessive, discriminatory, or otherwise unreasonable charges or fees. 8. Prohibited Uses: Airline shall not do or permit anything to be done in, on, or at the Airport which will in any way conflict with any law, or ordinance of any governmental agency, or with the City's rules and regulations provided for in Section 1 above, or create a nuisance or in any way obstruct or interfere with the rights of other users of the Airport, or damage any property or persons thereon, or endanger the health and safety of persons using the Airport. 9. Non-Discrimination and FAA Required Clauses A. Airline,for itself, heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the Premises that, in the event facilities are constructed, maintained, or otherwise operated on the said Premises described in this Agreement for a purpose for which a Department of Transportation (DOT) program or activity is extended or for another purpose involving the provision of similar services or benefits,Airline shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, DOT, Subtitle A, Office of the Secretary, Part 26, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. B. Airline, for itself, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the Premises that: (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (2)in the construction of any improvements on, over, or under such Premises and the furnishing or 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 (3)Airline 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 26, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended. C. In the event of breach of any of the above nondiscrimination covenants, City shall have the right to terminate the Agreement and to re-enter and repossess said Premises and the facilities thereon, and hold the same as if an agreement had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 26 are followed and completed including expiration of appeal rights. D. Airline shall furnish its services on a fair, equal and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable and not unjustly discriminatory prices for each unit or service; provided Airline may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions to volume purchasers. E. Noncompliance with the preceding paragraph shall constitute a material breach thereof and, in the event of such noncompliance, City shall have the right to terminate this Agreement and Non-Signatory Airline Operating Permit Palm Springs International Airport 5 the leasehold interest hereby created without liability therefore or, at the election of City or the Untied States, either or both said Governments shall have the right to judicially enforce such provisions. F. Airline agrees that it shall insert the provisions in the five preceding paragraphs in any agreement by which Airline grants a right or privilege to any person, firm or corporation to render services to the public on the Airport. G. Airline assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to insure that no person, on the grounds of race, creed, color, national origin, or sex be excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E. Airline assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. Airline assures that it will require that its covered suborganizations provide assurances to Airline that, similarly, they will undertake affirmative action programs and that they will require assurances from their suborganizations to the same effort, as required by 14 CFR 152, Subpart E. H. City reserves the right to further develop or improve the landing area of the Airport as it sees fit regardless of the desires or view of Airline and without interference or hindrance. I. City reserves the right, but shall not be obligated to Airline, to maintain and keep in repair the landing area of the Airport and all publicly-owned facilities of the Airport, together with the right to direct and control all activities of Airline in this regard. J. This Agreement shall be subordinate to the provisions and requirements of any existing or future agreement between City and the United States, relative to the development, operation or maintenance of the Airport. K. There is hereby reserved to City, its successors and assigns, for the use and benefit of the public, a right of flights for the passage of aircraft in the airspace above the surface of the Airport herein. This public right of flight shall include the right to cause in said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing at, taking off from, or operation on the Airport. L. Airline agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event future construction of a building is planned for the Airport, or in the event of any planned modifications or alterations of any present or future building or structure situated on the Airport. M. Airline, by accepting this Agreement, expressly agrees for itself, its successors and assigns that it will not erect nor permit the erection of any structure or object, nor permit the growth of any tree on the land leased hereunder above the mean sea level elevation of 600 feet. In the event the aforesaid covenants are breached, City reserves the right to enter upon the Premises and to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of Airline. N. Airline, by accepting this Agreement, agrees for itself, its successors and assigns that it will not make use of the Airport in any manner which might interfere with the landing and take off of aircraft from the Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, City reserves the right to enter upon the Premises hereby leased and cause the abatement of such interference at the expense of Airline. 0. It is understood and agreed that nothing contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of 1958(49 U.S.C. 1349a). Non-Signatory Airline Operating Permit Palm Springs International Airport 6 P. This Agreement and all the provisions hereof shall be subject to whatever right the United States 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 the time of war or national emergency. 10. Federal Grants: This Agreement shall be subordinate to the provisions of any existing and future agreements between the City and the United States of America, its boards, agencies, or commissions, relative to the operation or maintenance of the Airport, the execution of which has been, or will be, required as a condition to the expenditure of Federal funds for the development of the Airport. 11. Notice: 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: Palm Springs International Airport Director of Aviation 3400 E. Tahquitz Canyon Way, Ste OFC Palm Springs, CA 92262 Any such notice or other document shall be deemed to be received as of three days after the date deposited in the mail, if mailed in accordance with this Section. 12, Damage/Improvements: The Airline shall promptly repair or replace any property of the City damaged by the Airline operations hereunder. The 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 Director of Aviation. 13. Assignment: Airline shall not assign the Permit or any interest therein, without the prior written consent of the City. For purposes of this Agreement, an assignment shall be deemed to include the transfer to any person or group of persons acting in concert, of more than fifty percent 50% of the present ownership and/or control of Airline, taking all transfers into account on a cumulative basis. An assignment requiring prior written consent of the City under this Section 13 also includes, but is not limited to, dual-branding, jointly-operated businesses or other form of joint venture. Notwithstanding the foregoing, Airline may assign this Agreement to any successor-in-interest of Airline with or into which Airline may merge or consolidate or to any entity which may acquire substantially all of the assets of Airline without the consent of the City; provided that said assignee complies with all of the other terms of this Section. Any assignment or subletting without the consent of the City shall be void and constitute incurable default hereunder. 14. Default: The occurrence of any one or more of the following events shall constitute a default and breach of the Permit by Airline: (i)the failure to pay any rental or other payment required hereunder to or on behalf of City more than three (3) days after written notice from City to Airline that Airline has failed to pay rent when due; (ii) the failure to perform any of Airline's agreement 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 City to Airline which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (iii) the making by Airline of a general assignment of Airline's location at the Airport or of Airlines interest in the Permit; (iv) the filing by any creditor of Airline of an involuntary petition in bankruptcy which is not dismissed within sixty (60)days after filing; or (v)the attachment, execution or other leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days. In the event of any such default or breach by Airline's right to possession thereunder. 15. Termination: This Permit may be terminated by either party, with or without cause, upon providing the other party with thirty (30) days advance written notice. 16. 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 Airline set forth herein shall be Non-Signatory Airline Operating Permit Palm Springs International Airport 7 adequate service for such litigation. The parties further agree that Riverside County, California, is 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. 17. Integration: The Permit covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning the Permit, supersedes any and all previous negotiations, agreements and understandings, if any, between the parties, oral or written, and merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Airline acknowledges that City or its agents or representatives have made no representations or warranties of any kind or nature not specifically set forth herein. 18. Corporate Authority: The Persons executing this Permit on behalf of the Airline hereto warrant that(i) such Airline is duly organized and existing, (ii) they are duly authorized to execute and deliver this Permit on behalf of said Airline, (iii) by so executing this Permit, such party is formally bound to the provisions of this Permit, and (iv) the entering into this Permit does not violate any provision of any other Permit or Agreement to which said party is bound. Non-Signatory Airline Operating Permit Palm Springs International Airport 8 : IN WITNESS WHEREOF, the parties have executed and entering into this Permit as of the Commencement Date first written above. CITY OF PALM SPRINGS ATTEST: A municipal corporation By: By: City Clerk City Manager APPROVED AS TO FOR By: City Attor ey AIRLINE: Corporati uire two notarized signatures: One from each of the following: A. Chairma f and, Pres t any Vice President; AND B. Secret sistant S reta ,Treasurer,Assistant Treasurek,7or Chief Financ70ffir i By, By: ignature(no rized) Signa notarizzeed) Name: 5w" f l Name: I r+A R . LeT Title: Title: !Ej State of 7 ck L! ,t/q State of j County of / A'n/l)A) County of /l'4-it/n A/ On ' before me,�.SS On before me, //rrld7 l 4 lie, (/ Perso a I known to me(or proved to me on the Persona known to me(or proved to the on the J t basis of satisfactory evidence)to be the person(s) basis of satisfactory evidence)to be the person(s) whose name(s)is/are subscribed to the within whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/ instrument and acknowledged to me that he/she/ 1 they executed the same in his/her/their authorized they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s) capacity(ies),and that by his/hedtheir signature(s) I on the instrument the person(s),or the entity upon on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the behalf of which the person(s)acted, executed the instrument. instrument. Witness my he and official Witness my had d official Notary Signatu k a—_ Notary Signatur \\\\ itltnN//// \\1p1111 111171j)1 Notary Seal: `\.` 6t . INM�/ Notary Seal: \ Gj L. II\Fle /o P Von l NU{P8V PUBLIC f Comm9553511 CPmmS=�c, C NOTARY SEPC ;!4� Comm�s5!L4:' J'/ OF 11V0\P\ 'i /10/1/l11111111\OO �//rt:'1i171I101\\\\� Non-Signatory Airline Operating Permit Palm Springs International Airport g IN WITNESS WHEREOF, the parties have executed and entering into this Permit as of the Commencement Date first written above. CITY OF PALM SPRINGS ATTEST: A municipal corporation B . By: City Clerk 0112 EOIZ. City Manager �p APPROVED AS TO FORM: 'x APPROVED BY CITY COUNCIL Q�y By: ,dam oh-4b 31VA 1'�rblV City Attorney AIRLINE: Corporat' s require two rued signatures: One from each of the following: A. Chairm of oard, Pr den or any Vice President; AND B. Secr ry ssista ecre "ry, Treasurer,Assistant Treasu , or Chief Financial Wer By By: Signature d arized) Sig tur (notarized) Name: 'JJfr� /� l Name: M om( Title: VP Title: 0 P CC L State of ZT�it ! 7'w A— State of County of t 0^- County of On before me,Jam//A) On // before me, J /�1 2// IC Personall known to me(or proved to me on the Personally known to me(or proved to mefon the J basis of satisfactory evidence)to be the person(s) basis of satisfactory evidence)to be the person(s) whose name(s) is/are subscribed to the within whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/ instrument and acknowledged to me that he/she/ they executed the same in his/her/their authorized they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) capacity(ies),and that by his/her/their signature(s) on the instrument the person(s), or the entity upon on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the behalf of which the person(s)acted, executed the instrument. instrument. Witness my han and official at Witness my he i 'al se Notary Signatu w� Notary Signatur . i~ Notary Seal: Notary Seal: ""1011 jrtm IN NOIA^Y PURt IC P Non-Signatory Airline Operating Permit Palm Springs International Airport 9 Z 0 PWM SprdVn kkMatimal AoW Cl) m PSP AiONTH4 Y AIRLINE ACTtifITY REi'ORT 0 > GGAIPLE7ED ett D FOR 701E MONTH Of YEACi: PhL'lI:C O AIRWHE. EMNLCRFAX: O 0) O1 � Cn RENEWS FLIGNT3 ~EtR°LANEO •�DEPLAIED SURCHARGE. N PASSP. RO 3 O AIR ART ma Z 1 AIRMAIL r Aft EXPRESS < D m CITY um L'Y x TOTAL LANDING WI T' _ AtRCRAFTTYPE3 nUR GROSS OY7T. _ GTAl LANLSI}4l'S$ TOTAL LMcilw FEES Z W m n D G C _ _ m � v LOADING BRIDGE USED FOR ABOVE LANDINGS. YES_,,, No_ O ATHE FOLLOWING FLIGHTS WU&dAN4ME5 NST IMOWNDUALLY) •••••»'...••_"'..•.•.'".•• �.^•.�-._ CD DATE FLNNRfp REASON Ol O N D Rdpart Cud by Ma 101h of wCh moron for Wta pR raoalh. May be taxed to 768.SIS.9816 or dntailed to Janat8@Gi4Waraprinpa.r ue 0 EXHIBIT"B" ' /• REVISED PSP AIRLINE TICKET COUNTERS y OUTBOUND SPACE \ FRONTIER 4 SPOT 9B OR'icel Back ofCounter220s.f. Outbound Baggage Make-up 330 s.f. 'A LIE 2 SPOT T 9B «I' 96 \ yACANT 2 SPOT 4 X"•-� WE ET 45POT H Exclusive Use Space w.. �. (conditioned space) 5$ ESrJCrSDX - EDS Space "^ Outbound Baggage Space (non-conditioned space) s � SPACE SOT.F 1 Exclusive 3106.0 ANTE 'M EDS 774.0 v 1 Outbound 1350.0 e - 2 Exclusive 2137.5 ' — § ,• I I EDS 900.0 ,. Outbound 1350.0 3 Exclusive 562.5 P" n EDS 450.0 Outbound 450.0 F _ K` Ti - • 2 4 Exclusive 349.0 ' �' - •; EDS 450.0 Outbound 4,,90.0 ! n Non-Signatory Airline Operating Permit Palm Springs International Airport 11