Palm Springs City Council
June 25, 2025

(Revised 09 13 18)

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
Who Must File?
Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials . Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City’s board or commissions.

Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of int erest. The City ’s Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City’s interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person , with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney.

Note: A material financial relationship is a relationship between someone who is an owner/investor in the applic ant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following:
(1) the owner/investor and the official have done business together during the year prior to the application;
(2) the official has earned income from the owner/investor during the year prior to the filing of the application;
(3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or
(4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor’s interest in the applicant entity, in relation to the application’s outcome.

When Must I File?
You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed.

Item 1L - Page 25

CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTION FOR APPLICANTS)

(Revised 09 13 18)

What Must I Disclose?

A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).

Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed).

B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant’s application, or with the City Manager or City Attorney.

PENALTIES

Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.

Item 1L - Page 26

CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

(Revised 09 13 18)

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principle Place of Business)

3. Local or California Address (if different than #2)

4. State where Entity is Registered with Secretary of State

If other than California, is the Entity also registered in California?  Yes  No

5. Type of Entity

 Corporation  Limited Liability Company  Partnership  Trust  Other (please specify)

6. Officers, Directors, Members, Managers , Trustees, Other Fiduc iaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity

_________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner

 Other ____________________________________

_________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner

 Other ____________________________________

_________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner

 Other ____________________________________

Action Park Alliance, Inc.
6824 S. Centinela Avenue, Los Angeles, CA 90230
Wyoming
Kirsten Dermer
Mark Laue
Aaron Spohn
Item 1L - Page 27
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vi'
vi'
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vi'
vi'
v'
I I

CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

(Revised 09 13 18)

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE

JANE DOE

[name of owner/investor]

50%, ABC COMPANY, Inc.

[percentage of beneficial interest in entity
and name of entity]
A.

[name of owner/investor]

[percentage of beneficial interest in
entity
and name of entity]
B.

[name of owner/investor]

[percentage of beneficial interest in
entity
and name of entity]
C.

[name of owner/investor]

[percentage of beneficial interest in
entity
and name of entity]
D.

[name of owner/investor]

[percentage of beneficial interest in
entity
and name of entity]
E.

[name of owner/investor]

[percentage of beneficial interest in entity
and name of entity]

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title

Date

Mark Laue
30%
Aaron Spohn
Kirsten Dermer
Mark Bradford
Damon Spohn
21%

17.5%

15.75%

15.75%
Kirsten Dermer, CEO
6/18/25
Item 1L - Page 28

CITY COUNCIL STAFF REPORT
06/25/2025
SUBJECT:

APPROPRIATION OF FY 2024 SETTLEMENT AND AIRPORT REVENUE SHARING

CREDITS TO SIGNATORY AIRLINES OPERATING AT PALM SPRINGS

INTERNATIONAL AIRPORT PER THE TERMS OF THE AIRPORT USE AND

LEASE AGREEMENT
RECOMMENDATION:

Approve appropriation and remittance of the FY 2024 Settlement and Airport Revenue Sharing credits to the Airport’s seven Signatory Airlines; Air Canada, Alaska Airlines, American Airlines, Delta Air Lines, Southwest Airlines, United Airlines and WestJet (Signatory Airlines).

1. Authorize the City Manager or designee to remit payments to each Signatory Airline in the amounts calculated by the Airport and Finance Department.

2. Attachments
1M OCR

CITY COUNCIL STAFF REPORT

DATE: JUNE 25, 2025 CONSENT CALENDAR

SUBJECT: APPROPRIATION OF FY 2024 SETTLEMENT AND AIRPORT REVENUE

SHARING CREDITS TO SIGNATORY AIRLINES OPERATING AT PALM

SPRINGS INTERNATIONAL AIRPORT PER THE TERMS OF THE

AIRPORT USE AND LEASE AGREEMENT

FROM: Scott C. Stiles, City Manager

BY: Department of Aviation

SUMMARY:

This action approves the appropriation and remittance of the FY 2024 Settlement and Airport Revenue Sharing credits pursuant to the contractual requirements of Sections of

6.05 and 6.06 of the Airport Use and Lease Agreement (AULA) (Attachment A) for the Palm Springs International Airport (Airport), as previously approved by City Council.

RECOMMENDATION:

1. Approve appropriation and remittance of the FY 2024 Settlement and Airport Revenue Sharing credits to the Airport’s seven Signatory Airlines; Air Canada, Alaska Airlines, American Airlines, Delta Air Lines, Southwest Airlines, United Airlines and WestJet (Signatory Airlines).

2. Authorize the City Manager or designee to remit payments to each Signatory Airline in the amounts calculated by the Airport and Finance Department.

BACKGROUND:

The current AULA was approved by City Council on April 27, 2023 and took effect July 1, 2023 for a term of five (5) years, expiring June 30, 2028. In the approximately 20 years prior to the current AULA taking effect, airline rates and charges were calculated on a fully residual basis. Under these residual calculations, all non-airline revenues generated at the Airport were credited to airlines rates, keeping airline rates low which limited the Airport’s near- and long-term capital financing capacity by limiting the accumulation of cash reserves. With the implementation of the current AULA, the Airport and the Signatory Airlines share equally any net revenues at the end of each fiscal year, improving the Airport’s funding capacity by allowing the Airport to accumulate cash reserves for capital Item 1M - Page 1
City Council Staff Report
June 25, 2025 -- Page 2
Airline Settlement and Revenue Sharing Payments

investment. Per this AULA contractual requirement, after the close of the year and the payment of all Airport financial requirements has been satisfied, the Airport must remit a portion of the Airport net revenues generated in the prior fiscal year to the Signatory Airlines.

The amounts to be paid by the City to each Signatory Airline under this appropriation are contractually required per the terms of the AULA and are comprised of two components, each described below.

First, the Settlement calculation (or “true-up”) of airline rates and charges is specified by the AULA and is performed after the close of the Fiscal Year and is the difference between: A) Signatory Airline payments made based on rates and charges set assuming budgeted revenues, expenses, and air traffic activity; and B) the amounts owed per the airline rates and charges calculated based on actual revenues , expenses, and air traffic activity.

Section 6.05 of the AULA states:

As soon as possible following the completion of the City’s annual independent financial audit, City shall furnish Airline with an accounting of the costs and expenses actually incurred, actual allocations for direct and indirect expenses, revenues and other credits actually realized (reconciled to the annual independent financial audit of the City), and actual Enplaned Passengers and Landed Weight during such Fiscal Year with respect to each of the components of the calculation of the various rates, fees, and charges identified in Exhibit D and shall recalculate the rates, fees, and charges required for the Fiscal Year based on those actual costs and revenues.

In the event that Airline’s rentals, fees, and charges billed and paid during the prior Fiscal Year were more than the amount of Airline’s rentals, fees, and charges required (as recalculated based on actual costs and revenues), such excess amount shall be paid in a lump sum by City to Airline within sixty (60) days of the calculation of such final settlement.

In the event that Airline’s rentals, fees, and charges billed and paid during the prior Fiscal Year were less than the amount of Airline’s rentals, fees, and charges required (as recalculated based on actual costs and revenues), such deficiency shall be billed to Airline and payable by Airline within sixty (60) days of the date of invoice.

The Airport, in coordination with the Finance Department, has calculated the payments owed to the Airport that reflect actual activity, revenues, and expenses for FY 2024. The Settlement calculation of airline rates and charges incorporated actual airline activity (enplaned passengers, aircraft turns, and landed weight), actual revenues, and actual expenses. Airline payments were calculated to total $13,185,182 versus the $12,889,157 in payments the airlines made during the course of FY 2024. The underpayment of airline Item 1M - Page 2
City Council Staff Report
June 25, 2025 -- Page 3
Airline Settlement and Revenue Sharing Payments

rates to the Airport totals $296,025, the difference between these two amounts.

Second, the Airport Revenue Sharing calculation is specified in Section 6.06 of the AULA, whereby Signatory Airlines operating at the Airport are entitled to fifty percent (50%) of Net Remaining Airport Revenues at the end of each Fiscal Year.

Section 6.06 of the AULA states:

Beginning with Fiscal Year 2024 and continuing for each Fiscal Year thereafter, in conjunction with calculation of Settlement described in Section 6.05, City will share with the Signatory Airlines a portion of Net Remaining Airport Revenues calculated in accordance with Exhibit D. The Signatory Airlines’ percentage of Revenue Sharing on Net Remaining Airport Revenues will be Fifty percent (50%) for Fiscal Year 2024 – Fiscal Year 2028. Should this Agreement be extended in accordance with Section 2.02, the Signatory Airlines’ percentage of Revenue Sharing on Net Remaining Airport Revenues will be Fifty percent (50%).

Airline’s portion of the Revenue Sharing on Net Remaining Airport Revenues shall be an amount equal to the Airline’s proportionate share of total Signatory Airlines’ Total Enplaned Passengers during a Fiscal Year. City shall prepare statements of adjusted rates for rentals, fees, and charges with the calculation of Revenue Sharing included and transmit the same to Airline for the Fiscal Year for which Airport Revenue Sharing has been calculated. Within sixty (60) days of the calculation of such Fiscal Year Settlement, City shall remit a lump sum payment representing Airline’s proportionate share of such Revenue Sharing.

While the Settlement amounts may result in airline overpayments in some fiscal years and underpayments in others, the Airport Revenue Sharing amounts will always result in a credit owed from the Airport to the Signatory Airlines.

Prior to the current AULA, airline payments from FY2014 to FY2019 were calculated on a fully residual basis, meaning that one hundred percent (100%) of Airport non-airline revenues were automatically credited to the Signatory Airlines throug h in the rate calculations themselves. The term of the prior agreement. Airline rates and charges were fixed from FY 2020 to FY 2023, as the City used federal COVID -19 relief grants to meet any airline revenue deficiencies, and there was no settlement during this period.

In FY 2024, the Net Remaining Airport Revenues calculation was based on total Operating Revenues of $45,117,828, total Operating Expenses of $33,835,430, and total Capital Expenditures and Capital Outlays of $1,571,779 resulting in Net Remaining Airport Revenues of $9,710,620. This amount is to be shared equally between the Signatory Airlines (allocated on the basis of FY 2024 enplaned passengers) and the Airport. Fifty percent (50%) of Net Remaining Airport Revenues equals $4,855,310.

The underpayment owed to the Airport per the Settlement calculation is netted out of the airline share of the Airport Revenue Sharing amount resulting in a total payment to the Item 1M - Page 3
City Council Staff Report
June 25, 2025 -- Page 4
Airline Settlement and Revenue Sharing Payments

Signatory Airlines for FY 2024 of $4,559,285.

STAFF ANALYSIS:

The prior AULA prescribed an airport-wide full residual ratemaking methodology wherein one hundred percent (100%) of all non- airline revenues generated at the Airport were credited against the calculation of airline rates and fees.

FY 2024 was the first Fiscal Year the current AULA was in effect and wherein the City retained 50% of Net Remaining Airport Revenues for the purposes of meeting future capital needs. Amounts of similar magnitude are anticipated to be owed to the Signatory Airlines in each subsequent Fiscal Year the AULA is in effect per Section 6.06.

ENVIRONMENTAL ASSESSMENT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in th e environment. According to Section 15378(b), a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council priority 3A, Community Infrastructure – Improve City Facilities , and it also supports the Airport’s 2025- 2029 Strategic Plan’s Strategic Priorities for Operational Excellence and Infrastructure.

FISCAL IMPACT:

The following table presents the payments calculated pursuant to the AULA and reflective of A) the Settlement calculation of rates and charges and B) the fifty percent (50%) share of Net Remaining Airport Revenues.

Item 1M - Page 4
City Council Staff Report
June 25, 2025 -- Page 5
Airline Settlement and Revenue Sharing Payments

FY 2024 Amount
Owed
Air Canada $93,892
Alaska $917,125
American $955,246
Delta $464,182
Southwest $1,025,453
United $676,339
Westjet $427,048
Total $4,559,285

REVIEWED BY:

Executive Director of Aviation: Harry Barrett Jr.

Director of Finance & Treasurer: Kristopher Mooney
City Attorney: Geremy Holm
City Manager: Scott Stiles

ATTACHMENTS:

A. Palm Springs International Airport Use and Lease Agreement

Item 1M - Page 5

ATTACHMENT A

PALM SPRINGS INTERNATIONAL AIRPORT

USE AND LEASE AGREEMENT
Item 1M - Page 6
Final

Airport Use and Lease Agreement
July 1, 2023

Item 1M - Page 7
Airport Use and Lease Agreement – Final Dated October 24, 2022 i

AIRPORT USE AND LEASE AGREEMENT

TABLE OF CONTENTS
DEFINITIONS ..................................................................................................................... 2 TERM ................................................................................................................................ 11 RIGHTS, SPECIFIC PRIVILEGES, AND AIRLINE PREMISES ...................................... 14 CAPITAL EXPENDITURES ............................................................................................. 31 RENTALS AND FEES ...................................................................................................... 35 Item 1M - Page 8
Article 1.

Section 1.01 Definitions .. .................. ....................................................... ................ ........ .......... 2 Section 1.02 Cross-References ............................................................ ................................... 10 Article 2.

Section 2.01 Term ................................................................................................................... 11 Section 2.02 Extension of Agreement ..... ........ .. .. ......................................... ................ ............ 11 Section 2.03 Release of Exclusive Use Space and I or Preferential Use Space ..................... 12 Section 2.04 Surrender of Airline Premises .................................................................. ........... 12 Article 3.

Section 3.01 Use of the Airport ............................................. ........................... ........................ 14 Section 3.02 Specific Rights of Airline at the Airport ............ ................................ .... .... ............ 14 Section 3.03 Limitations on Use of Airport .................... ........................... .. ...... .. ...................... 19 Section 3.04 Airline Space ....................................................................................................... 21 Section 3. 05 Availability of Adequate Facilities ................................ ........ ........ ........ ........ ........ 22 Section 3.06 Accommodation of Air Transportation Companies .. .................................... .... .... 23 Section 3.07 Accommodation of Specific Flights ......................... ........ .................................... 25 Section 3.08 Accommodation of Airline .............. ..................................................................... 26 Section 3.09 Assignment of Preferential Use Space ............................................................... 26 Section 3. 10 Minimum Activity Level ....................................................................................... 27 Section 3. 11 Reassignment of Preferential Use Space ........................................................... 27 Section 3. 12 Additional Preferential Use Space ............................................ .......................... 28 Section 3.13 Use of Aircraft Gates Not Assigned on a Preferential Use Basis ...... .............. .... 28 Section 3. 14 Relocation Expenses ....... ............... ......................... ......... ............ ........ .............. 28 Section 3. 15 Employee Parking Facilities ............. ................................................... ........ ........ 29 Section 3. 16 Access ..................................... ........................................................................... 29 Article 4.

Section 4.01 Need for Capital Expenditures ............. ............................................................... 31 Section 4.02 Issuance of Bonded Indebtedness ...................................................................... 31 Section 4.03 Review of Capital Expenditures .............................................................. ............ 31 Article 5.

Section 5.01 Landing Fees ...................................................................................................... 35 Section 5.02 Baggage Handling System Fees ......................................................................... 35 Section 5.03 Loading Bridge Fees ........... .......... ................................ .......................... ............ 36 Section 5.04 Terminal Building Rentals .. ......................................................... ........ ........ ........ 36 Section 5. 05 Monthly Activity Report ....................................................................... ............. ... 37 Section 5.06 Time of Payment .......... ....................................................................................... 37 Section 5.07 Payments ......................... ................................................................................... 38 Section 5.08 Additional Charges ................... ........................................................................... 39 Section 5.09 Passenger Facility Charges ................................................................................ 39 Airport Use and Lease Agreement – Final Dated October 24, 2022 ii ADJUSTMENT OF AIRLINE RENTALS AND FEES ....................................................... 44 MAINTENANCE, REPAIR, ALTERATIONS AND IMPROVEMENTS ............................. 48

DAMAGE OR DESTRUCTION, INSURANCE, INDEMNIFICATION AND
RELEASE OF LIABILITY ................................................................................................. 54 ENVIRONMENTAL COMPLIANCE ................................................................................. 62 ASSIGNMENT, SUBLEASE, REASSIGNMENT, MERGER, BANKRUPTCY ................ 70 CONDEMNATION ............................................................................................................ 71

RULES AND REGULATIONS, COMPLIANCE WITH LAW,
NONDISCRIMINATION .................................................................................................... 73 Item 1M - Page 9
Section 5. 10 Interest on Overdue Payments ........................................... ........ ........ ................ 39 Section 5. 11 Provision Against Setoffs .................................................................................... 40 Section 5. 12 Contract Security ........................................................................ ........................ 40 Section 5. 13 Non-Signatory Airline Rates and Charges ................... ............. .......... ........ ........ 42 Section 5. 14 Payment of Utility Charges .................................................................................. 42 Section 5. 15 No Other Fees and Charges ............................................................. .................. 43 Section 5. 16 Audit ........ ........ ........ ........ ...... .. ........ ........ ........ ........ ........ ........ ........ ........ ........ .... 43 Article 6.

Section 6.01 Effective Date of Adjustments .... ............................. .... ............ .... .... ........ ........ .. .. 44 Section 6.02 City Records ....................................................................................................... 44 Section 6.03 Reports ............................................................................................................... 44 Section 6.04 Midyear Adjustments ...................................................................................... .... 45 Section 6. 05 Settlement .. ......................................................................................... ........ ........ 46 Section 6.06 Airport Revenue Sharing ............................... ........ .............................................. 46 Section 6.07 Incorporation of Exhibit D .................................................................................... 47 Article 7.

Section 7.01 Designation of Maintenance and Operation Responsibilities .... .. ...... .................. 48 Section 7.02 Airline 's Responsibilities ................................................................. ........ ............ 48 Section 7.03 City's Responsibilities ......................................................................................... 49 Section 7.04 City's Right to Inspect and Make Repairs ............................... ........ ........ ........ .... 50 Section 7. 05 Alterations and Improvements ............................................................................ 50 Article 8.

Section 8.01 Damage or Destruction ............................................... ........................................ 54 Section 8.02 Insurance .. .. .............. .......... ........................ ........ ........ ........ ................................ 55 Section 8.03 Indemnification .................................................................... ........ ........ ........ ........ 59 Section 8.04 Release of Liability Regarding Certain Damages ................................................ 60 Article 9.

Section 9.01 Definitions .. .. ...... ........ .. ...... ........ .. .. ................. ........ ........................ ........ ........ .... 62 Section 9.02 Duty to Comply with Environmental Laws ....................................................... .... 65 Section 9.03 Liability and Responsibility for Corrective Action ............................................. .... 65 Section 9.04 Right to Inspect and Test .................................................................................... 66 Section 9. 05 Duty to Furnish Information ................................................................. ........ ........ 67 Section 9.06 Term of Environmental Provisions ...................................................... ........ ........ 69 Section 9.07 Sustainability ................................................................................................... .... 69 Article 10.

Section 10.01 Assignment and Sublease ......... ............................................................... .......... 70 Section 10. 02 Remedies Under Federal Bankruptcy Laws .................................... .................... 70 Article 11 .

Article 12.

Airport Use and Lease Agreement – Final Dated October 24, 2022 iii AGREEMENT TO NOT GRANT MORE FAVORABLE TERMS ..................................... 78 DEFAULT AND TERMINATION ...................................................................................... 79 NOTICES .......................................................................................................................... 87 MISCELLANEOUS ........................................................................................................... 88 Item 1M - Page 10
Section 12.01 Covenant Against Discrimination . ....................................................................... 73 Section 12. 02 Airport Rules and Regulations .......... ............ ........ ........ ........ ........ ...................... 7 4 Section 12. 03 Compliance with Law ....................... ................................................................... 75 Section 12. 04 Amendment Required by FAA ......... ........................................ ........................... 76 Section 12. 05 Assurances Required By FAA. ............................................................................ 76 Section 12. 06 14 CFR Part 382 Boarding Assistance for Aircraft Compliance .......... ........ .... .... 76 Article 13.

Section 13.01 Agreement To Not Grant More Favorable Terms .................... ........ ........ ........ .... 78 Article 14.

Section 14.01 Airlines Default and Default Notices ........ ............................................................ 79 Section 14.02 City 's Remedies .................................................................................................. 81 Section 14.03 Possession by City. ............................................................................................. 84 Section 14.04 No Remedy Exclusive ........ ............ ....................................... ........ ........ ........ ...... 84 Section 14.05 Waiver and Voluntary Acts ........................... ....................................... ........ ........ 84 Section 14.06 Additional Remedy in Bankruptcy ........................ .................... ........................... 85 Section 14.07 Events Permitting Termination of Agreement by Airline ........... ........................... 85 Section 14.08 Statement Regarding a Certified Access Specialist ...... ........ .......... .... ........ .... .... 85 Article 15.

Section 15.01 Delivery of Notices .............................................................................................. 87 Article 16.

Section 16.01 Successors and Assigns Bound ................ ........ ........ ............ ........................ .. .... 88 Section 16. 02 Governing Law .................................................................. .................................. 88 Section 16. 03 Jurisdiction and Venue ........................................................................................ 88 Section 16. 04 Non-Liability ............................. ........ ........ ........ ................................... ........ ........ 88 Section 16. 05 Attorneys ' Fees and Costs .................... .............................................................. 88 Section 16. 06 Noninterference with Operation of the Airport .................. ........ ........ ........ ........... 89 Section 16.07 Quiet Enjoyment ......... ......... ...................... ................................................. ........ 89 Section 16. 08 Taxes .................................................................................................................. 89 Section 16. 09 Liens ............................................................................................ ....................... 91 Section 16. 10 Subordination to Agreements with the U.S. Government ........ ..................... ....... 91 Section 16. 11 Incorporation of Exhibits ................................................. .................................... 92 Section 16. 12 Affiliate Designation and Requirements ...... ........................................................ 92 Section 16. 13 Incorporation of Required Provisions ............... ........ ................... .. ...................... 92 Section 16. 14 Force Majeure ..................................................................................................... 92 Section 16. 15 Headings ............................................................................................................. 93 Section 16. 16 Remedies ........... ................................................................................................. 93 Section 16. 17 Nonexclusive Rights .. ......................................................................................... 93 Section 16. 18 Inspection of Books and Records ........... ........ ........................ .... .... ........ ........ .... 93 Section 16. 19 Generally Accepted Accounting Principles ........... ............. ............ ........ ............. 93 Section 16. 20 General Interpretation ............................... ................................... ....................... 94 Section 16.21 Surrender of Possession - Holding Over ............................................................. 94 Section 16.22 Consent Not to be Unreasonably Withheld ................................. ............. ... ........ 95 Section 16. 23 Authority of Executive Director .................................... ........ ........ ........ ........ ........ 95 Section 16. 24 Invalid Provision ............................... ........ ........ ........ ........ ........ ................ ........... 95 Airport Use and Lease Agreement – Final Dated October 24, 2022 iv

LIST OF EXHIBITS
Item 1M - Page 11
Section 16.25
Section 16. 26
Section 16.27
Section 16.28
Section 16. 29
Section 16.30
Section 16.31
Section 16.32
Section 16.33
Section 16.34
Section 16.35
Section 16.36
Section 16.37
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Public Address System ....................................................................... ................ 96 Employees of Airline ........................................................................................... 96 Removal of Disabled Aircraft ............................................................ ................... 96 Licenses , Fees and Permits ............. ................................................................... 97 Airport Access License Permit ............................................................................ 97 14 Code of Federal Regulations Part 77 Compliance ....... .. ........ ........ ........ ........ 97 Reservations -Airspace and Noise ..................................................................... 97 National Emergency. ............................ ................................. .................. ............ 97 Time is of the Essence ..................... ................................................................... 98 Noise Abatement and Mitigation ......................................................................... 98 Authority for Agreement .................. ...................... .............................................. 98 No Oral Agreements ........................................................................................... 98 Entire Agreement ............. ................................................... ........ ........ ........ ........ 99 Airport Boundary
Terminal Building Space Maps
Summary of Terminal Building Areas
Rates for Rentals , Fees and Charges
Responsibilities of City and Airline for Operation and Maintenance of the Terminal Building
Affiliate Identification and Requirements
Monthly Activity Report
Federal Nondiscrimination Requirements

Airport Use and Lease Agreement – Final Dated October 24, 2022 1

AIRPORT USE AND LEASE AGREEMENT

This AIRPORT USE AND LEASE AGREEMENT (“Agreement”) made and entered into as of the day of by and between the CITY OF
PALM SPRINGS, a charter city and municipal corporation organized and existing under the laws of the State of California (“City”), and , a corporation organized and existing under the laws of the State of _ (“Airline”).

RECITALS

A. The City owns and operates the Palm Springs International Airport (“Airport”), located in the City of Palm Springs, County of Riverside, State of California.

B. City operates the Airport as a governmental function for the primary purpose of providing to the public the service of air transportation.

C. Airline is engaged in the business of commercial air transportation of persons, property, cargo and mail (“Air Transportation”) and desires to enter into a use and lease agreement covering certain premises, facilities, rights, licenses, services and privileges at the Airport.

D. City and Airline mutually desire to enter into an Agreement to set forth the rights, privileges, and obligations of both parties with respect to the leased portions of the Airport, and to grant operating privileges at the Airport subject to the terms and conditions hereinafter set forth.

E. City and Airline desire to enter into this Agreement also to facilitate the development, promotion, and improvement of air commerce for the Coachella Valley region and its visitors.

F. City has the right to permit and to grant the use of its property at the Airport to Airline for the operation of Airline’s Air Transportation services.

G. To the extent this Agreement may be construed as an exclusive or limited agreement in connection with the management of the Airport ’s facilities and concessions, which is not the parties intent, the Airline acknowledges that this Agreement is being entered into under the provisions of California Public Utilities Code Section 21690.5 et seq.

NOW, THEREFORE, in consideration of the mutual covenants and promises in this Agreement, the parties hereto covenant, agree and bind themselves as follows:

Item 1M - Page 12
Airport Use and Lease Agreement – Final Dated October 24, 2022 2

DEFINITIONS
Definitions
When used elsewhere in this Agreement , the words and phrases in this Section

1.01 shall have the following meanings:

A. “ Affiliate” shall mean any Air Transportation Company that:
(1) is a parent or subsidiary of Airline, a subsidiary of the parent of Airline or otherwise under common control with Airline.
(2) shares an International Air Transport Association (IATA) code with Airline at the Airport.
(3) otherwise operates under essentially the same trade name as Airline or its parent or subsidiary at the Airport or uses essentially the same livery as Airline or its parent or subsidiary; provided that no “major” airline, as such term is defined by the FAA, shall be classified as an Affiliate of another “major” airline unless either clause (1) or (3) above defines the relationship between such airlines at the Airport. A Signatory Airline must designate in writing to the City any Air Transportation Company that will be an Affiliate of that Signatory Airline at the Airport. A Signatory Airline must also designate in writing to the City to terminate such Affiliate status of an Air Transportation Company. Affiliates shall have the rights afforded Airline without payment of any additional charges or premiums, provided Airline:
(a) remains a Signatory Airline to this Agreement.
(b) agrees to be billed for Affiliate’s activity at the Airport related to activity under Airline’s brand; while it is flying on the behalf of Airline at the Airport.
(c) agrees and shall be obligated to serve as a financial guarantor for all rentals, fees, and charges incurred by any Affiliate of Airline while it is Item 1M - Page 13
Article 1.

Section 1.01
Airport Use and Lease Agreement – Final Dated October 24, 2022 3 flying on behalf of Airline at the Airport. Airline shall be responsible for any and all unpaid rentals, fees, and charges of any such Affiliate while such Affiliate operates at the Airport as an Affiliate of Airline; provided however, Airline shall only be responsible for such payments as relate to any terminated Affiliate’s operations before such termination as an Affiliate of Airline took effect. Termination as an Affiliate of Airline will not occur until Airline notifies City in writing and such termination will be effective as of the date of such notification.

B. “Agreement” shall mean this Signatory Airline-Airport Use and Lease Agreement between City and Airline, as the same may be amended, modified or altered from time to time pursuant to the terms hereof.

C. “Aircraft Aprons” shall mean those areas of the Airport that are designated by the City for the parking of Airline aircraft and support vehicles, and the loading and unloading of passenger aircraft.

D. “ Aircraft Arrivals ” shall mean any and all landings by aircraft at the Airport but shall exclude any landings by general aviation aircraft or by aircraft owned or operated by the U.S. Government.

E. “Aircraft Gate” shall mean a specific portal located in the Bono and RJ Concourse passenger holdrooms which provides passenger access to and from an Aircraft Parking Position. Bono Concourse Aircraft Gates include, CUPPS system and equipment, a gate podium, a Loading Br idge, and adjoining Aircraft Parking Position while RJ Concourse Aircraft Gates include CUPPS system and equipment, a gate podium, and an adjoining ground level Aircraft Parking Position.

Aircraft Gates are shown on Exhibit B.

F. “Aircraft Parking Position” shall mean the marked positions located on the Aircraft Aprons adjacent to the Bono and RJ Concourses where Airline aircraft are required to park to enplane and deplane passengers.

G. “Airfield” shall mean those portions of the Airport provided for the Item 1M - Page 14
Airport Use and Lease Agreement – Final Dated October 24, 2022 4 landing, taking off, and taxiing of aircraft, including runways, taxiways, approach and runway protection zones, safety areas, infield areas, landing and navigational aids, and land areas required by or related to aeronautical use of the Airport (other than the Aircraft Aprons).

H. “Airline” shall mean the Air Transportation Company executing this Agreement.

I. “ Airline Premises ” shall mean those areas in the Terminal Building assigned to Airline as Exclusive Use Space, Preferential Use Space or Joint Use Space, as defined herein, and shown in Exhibits B and C , attached hereto and incorporated herein.

J. “ Airport” shall mean the Palm Springs International Airport owned and operated by the City of Palm Springs, the location of which is 3400 East Tahquitz Canyon Way, Pal m Springs, California, Riverside County, as it exists as of the effective date of this Agreement and as it may be changed from time to time in the future.

K. “Airport Budget” shall have the meaning set forth in Exhibit D, Section I – Definitions.

L. “Airport Cost Center” shall have the meaning set forth in Exhibit D.

M. “ Airport Purpose” shall mean any action or undertaking by City directly or indirectly related to the development and preservation of the Airport for air commerce.

N. “Airport Revenue” shall have the meaning set forth in Exhibit D, Section I – Definitions.

O. “Airport Revenue Sharing” shall mean a portion of Net Remaining Airport Revenues that the City will share with the Signatory Airlines as further described in Section 6.06 and will be calculated in accordance with Table D -7 of Exhibit D.

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Airport Use and Lease Agreement – Final Dated October 24, 2022 5 P. “Airport Rules and Regulations” shall mean those certain rules and regulations adopted by the City for the use and occupancy of the Airport as described further in Section 12.02.

Q. “Air Transportation” shall mean the carriage of persons, property, cargo, baggage, or mail by aircraft.

R. “Air Transportation Business” shall mean the business operated by Airline at the Airport for the commercial transportation by air of persons, property, mail, parcels, or cargo and associated services.

S. “Air Transportation Company” shall mean a legal entity engaged in the business of scheduled or non- scheduled commercial transportation by air of persons, property, mail, parcels or cargo and associated services.

T. “Baggage Handling System , or BHS ” shall mean the City -owned systems and equipment at the Airpor t, exclusive of the TSA inspection systems and equipment, used for the transportation of checked baggage.

U. “ Bonds” shall mean any bonds issued by the City for Capit al Expenditures in accordance with a Master Indenture of Trust.

V. “ Bond Coverage” shall mean, for any series of Bonds, a given percentage of the Annual Bond Debt Service as identified in the Master Indenture at the time of the issuance of the Bonds.

W. “Capital Expenditure” shall have the meaning set forth in Exhibit D, Section 1 – Definitions.

X. “City” shall mean the City of Palm Springs, California.

Y. “City Council” shall mean the governing body of the City of Palm Springs.

Z. “City Manager” shall mean the City Manager of the City of Palm Item 1M - Page 16
Airport Use and Lease Agreement – Final Dated October 24, 2022 6 Springs, or the City Manager’s designee.

AA. “Code of Federal Regulations, or CFR” shall mean the codification of the general and permanent rules published in the Federal Register by executive departments and agencies of the United States of America.

BB. “Common Use Passenger Processing System (CUPPS)” shall m ean City-owned IT systems and equipment provided, by the City for use by Airline, including but not limited to systems and equipment for passenger processing, flight and baggage information display, and baggage handling.

CC. “Debt Service” shall have the meaning set forth in Exhibit D, Section I – Definitions.

DD. “ Default” or “Event of Default ” shall mean the events set forth in Section 14.01.

EE. “Deplaned Passenger” shall mean any revenue passenger disembarking an aircraft at the Terminal Building, including any such passenger that shall subsequently board another aircraft of the same or a different Air Transportation Company or the same aircraft, previously operating under a different flight number.

FF. “Effective Date” shall mean July 1, 2023.

GG. “Executive Director” shall mean t he person designated Executive Director by City, or such other person, division, department, bureau or agency, as may be desig nated by the City Council or the City Manager from time to time to exercise functions equivalent or similar to those now exercised by the Executive Director; the term also includes any person expressly designated by the Executive Director to exercise right s/and or obligations empowered in the “Executive Director” under this Agreement.

HH. “Expiration Date” shall mean June 30, 2028 unless e xtended in accordance with Section 2.02 of this Agreement.

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Airport Use and Lease Agreement – Final Dated October 24, 2022 7 II. “Enplaned Passenger” shall mean any revenue passenger boarding an aircraft at the Terminal Building, including any such passenger that previously disembarked from another aircraft of the same or a different Air Transportation Company or from the same aircraft, previously operating under a different flight number.

JJ. “ Exclusive Use Space ” shall mean that space set forth in Exhibits B and C consisting of A irline office, operations, and curb- side check in space and leased by City to Airline for Airline’s sole use.

KK. “ FAA” shall mean the Federal Aviation Administration of the United States Government or any federal agency or agencies succeeding to its jurisdiction.

LL. “ Fiscal Year” shall mean the twelve (12) month period beginning July 1 of any year and ending June 30 of the following year or any other period adopted by City for its financial affairs.

MM. “Joint Use Charge” shall have the meaning set forth in Exhibit D, Section I – Definitions.

NN. “ Joint Use Space” shall mean that space set forth in Exhibit B , which is attached hereto and incorporated herein, and leased by City to Airline for shared use with one or more other airlines.

OO. “ Majority In Interest of Airlines ” (“MII”) shall mean Signatory Airlines who together had at least fifty -one percent ( 51%) of the Signatory Airlines’ Enplaned Passengers, including those carried by the Signatory Airlines’ Affiliates, and at least fifty -one percent (51%) of the signatory Airlines in count, during the immediately preceding Fiscal Year for any Capital Expenditures in the Airfield, Baggage Handling System (BHS), Loading Bridge, or Ter minal Building Cost Centers, which are subject to review of Capital Expenditures as described in Section 4.03
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Airport Use and Lease Agreement – Final Dated October 24, 2022 8 PP. “ Master Indenture” shall mean the Master Indenture of Trust, dated as of July 1, 2019, between the City and U.S. Bank National Association, as trustee and any subsequent ordinance or resolution, heretofore or hereafter adopted, amendatory or supplemental thereto, authorizing the issuance of B onds or other securities or obligations which are payable from or secured by all or any part of the Airport Revenue.

QQ. “ Maximum Gross Landing Weight ” shall mean that maximum certificated weight, in thousand (1,000) pound units, of each aircraft authorized by the FAA to land at the Airport as recited in Airline’s flight manual governing that aircraft type.

RR. “Net Remaining Airport Revenue” shall have the meaning set forth in Exhibit D, Section I – Definitions.

SS. “Non-Signatory Airline” shall mean an Airline or its Affiliate or any other Aircraft Operator serving the Airport that has entered into an airport non-signatory permit agreement with the City, which meets the requirements and is paying 1.25 times the rates as outlined in Exhibit D.

TT. “Non-Signatory Airline Rates” shall mean the rates described in Section 5.13 of this Agreement.

UU. “Operation and Maintenance Expenses or O&M Expenses” shall have the meaning set forth in Exhibit D, Section I – Definitions.

VV. “Passenger Facility Charge (PFC)” shall mean a fee authorized by 49 United States Code (U SC) 40117 and regulated by 14 CFR Part 158 as such statute and regulations currently exist or as they may be amended during the Term of this Agreement.

XX. “Preferential Use” shall mean nonexclusive use to which an airline has priority over all other users, subject to the terms and conditions of this Agreement, in common with others.

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Airport Use and Lease Agreement – Final Dated October 24, 2022 9 YY. “ Preferential Use Space” shall mean that portion of Airline Premises that is not Exclusive Use Space or Joint Use Space in which Airline has priority over all other users, subject to the terms and conditions of this Agreement, thereof and as set forth in Exhibit B and Exhibit C.

ZZ. “Public Areas” shall mean those Terminal Building areas not leased on an Exclusive , Preferential, or Joint Use basis, or otherwise, to any person, company or corporation, which are open to the general public. Such areas are shown in Exhibit B.

AAA. “ Public View” shall mean those areas within the Terminal Building which are reasonably expected to be seen by the general public when in the Terminal Building.

BBB. “Signatory Airlines” shall mean each Airline and its A ffiliates and other Air Transportation Companies serving the Airport that are party to a Signatory Agreement substantially similar to this Agreement selling tickets under their own name and is obligated to pay City rentals and fees in the amount of at least $250,000 per year.”
CCC. “ Special Purpose Facilities” shall mean capital improvements or facilities located on any property owned or leased by City and located at Airport which are financed by the issuance of Special Facilities Revenue Bonds.

DDD. “ Special Purpose Facilities Revenue Bonds” shall mean any debt of City which is secured by and payable solely from rentals or other charges derived by City under a lease, sale or other agreement (or any document securing the same) between C ity and the person, firm or corporation utilizing the Special Facilities financed thereby.

EEE. “ Substantial Completion” shall mean the date on which City’s architects or engineers certify any premises, or project, at the Airport to be substantially complete as to permit use and occupancy.

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Airport Use and Lease Agreement – Final Dated October 24, 2022 10 FFF. “Terminal Building” shall mean the passenger terminal building and associated curbside entrance areas located on the Airport as shown on Exhibit B.

GGG. “Total Landed Weight” shall have the meaning set forth in Exhibit D, Section I – Definitions.

HHH. “ TSA” shall mean the Office of Homeland Security and Transportation Security Administration, or their authorized successor(s).

III. “Turn” shall mean the arrival and departure of an aircraft from an Airline Gate. The movement of an empty aircraft to or from an Airline Gate shall not constitute a Turn, unless said movement is immediately (a) followed by the enplaning of passengers or (b) preceded by the deplaning of passengers.

Cross-References
All references to articles, sections, and exhibits in this Agreement relate to material in this Agreement unless specifically noted otherwise.

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Section 1.02
Airport Use and Lease Agreement – Final Dated October 24, 2022 11 TERM
Term
This Agreement shall commence upon execution by City and Airline but no sooner than July 1, 2023 and shall terminate at 11:59 PM ( Pacific Time) on June 30, 2028, unless terminated sooner as provided herein (the “Initial Term”).

Extension of Agreement
Provided Airline is not in default of any of the terms and conditions of this Agreement beyond the expiration of applicable notice and cure period, this Agreement shall be automatically extended for two separate two-year periods (the first extension period beginning July 1, 2028 and ending June 30, 2030 [“First Term Extension”] and the second extension period beginning July 1, 2030 and ending June 30, 2032 [“Second Term Extension”]), unless:

A. Should sixty-six percent (66%) or more of Signatory Airlines operating at the Airport provide written notice to City on or before September 30, 2027 for the First Term Extension or on or before September 30, 2029 for the Second Term Extension, of their intent to terminate their individual Agreements with City; or B. City provides written notice to Airline no later than September 30, 2027 for the First Term Extension or on or before September 30, 2029 for the Second Term Extension, of City’s intent to terminate this Agreement.

The parties acknowledge and agree that, if Airline provides notice on or before September 30, 2027 or September 30, 2029 of its intent to terminate this Agreement, the term shall not be extended with respect to Airline, irrespective of whether the Signatory Airline Agreements are extended with other Signatory Airlines. Except as otherwise provided for herein, the renewal term shall be upon the same terms and conditions set forth herein. It is agreed and understood that Airline is under no obligation to remain a Signatory Airline during the First Term Extension or Second Term Extension as provided herein provided Airline notifies Item 1M - Page 22
Article 2.

Section 2.01
Section 2.02
Airport Use and Lease Agreement – Final Dated October 24, 2022 12 City of its decision to no longer remain a Signatory Airline on or before September 30, 2027 or September 30, 2029. No further action shall be required by Airline or City for the extension to take effect.

Release of Exclusive Use Space and / or Preferential Use Space Should this Agreement be extended subject to Section 2.02, Airline will be entitled to release all or part of its Exclusive Use Space or Preferential Use Space provided such release occurs at the same effective dates as the First Term Extension and Second Term Extension. Such changes to Exclusive Use Space or Preferential Use Space will be reflected in updated Exhibits B and C prepared by City.

Surrender of Airline Premises
Airline covenants and agrees that on expiration of the term of this Agreement, or on earlier termination as hereinafter provided, or on reassignment of the Airline Premises to others as hereinafter provided, it will peaceably surrender possession of the Airline Premises, or that portion of the Airline Premises that has been reassigned, as applicable, leased hereunder in good condition, reasonable wear and tear, acts of God, acts of terrorism, fire and other casualties excepted, and City shall have the right to take possession of said Airline Premises, or that portion of the Airline Premises that has been reassigned, as applicable.

Airline shall have the right, on termination or reassignment and within thirty (30) days thereafter, to remove all trade fixtures, equipment and other personal property installed or placed by it at its expense, in, on or about the Airport, subject to any valid lien that City may have thereon for unpaid rentals or fees. All City property damaged by, or as the result of, the removal of Airline’s property shall be restored by Airline, at its own expense, to the condition existing prior to such damage.

Airline shall not abandon any of its property on the Airline P remises. Any and all property not removed by Airline within thirty (30) calendar days from Item 1M - Page 23
Section 2.03
Section 2.04
Airport Use and Lease Agreement – Final Dated October 24, 2022 13 termination or reassignment shall be disposed of by the City and all direct and indirect costs associated with the disposal shall be paid by Airline.

This Section 2.04 shall survive the expiration or termination of this Agreement.

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Airport Use and Lease Agreement – Final Dated October 24, 2022 14

RIGHTS, SPECIFIC PRIVILEGES, AND AIRLINE PREMISES
Use of the Airport
The parties agree that the purpose of this Agreement is to enable Airline to provide an Air Transportation Business at the Airport. Consistent with this purpose, Airline, its officers, representatives, agents, employees, passengers, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, and suppliers shall have the right to the use of the Airport and appurtenances, together with all facilities, improvements, equipment, and services that have been or may hereafter be provided for use at or in connection with the Airport, subject to the Airport Rules and Regulations and the terms of this Agreement.

Specific Rights of Airline at the Airport
Consistent with the purpose set forth in Section 3.01, and subject to the terms and conditions of this Agreement , Airline shall have the right to use, in common with others so authorized by City, areas, other than areas leased exclusively or preferentially to others (except as set forth herein), facilities, equipment, and improvements at the Airport for the operation of Airline 's Air Transportation Business and all activities reasonably necessary to such operations, to include the following:

A. The landing, taking off, flying over, taxiing, towing, provisioning, and conditioning of A irline's aircraft and, in areas designated by C ity, the ext ended parking, servicing, loading or unloading, storage, or maintenance of A irline's aircraft and support equipment subject to the availability of spac e; provided, however, that Airline will not permit the use of the Airfield by any aircraft operated or controlled by Airline that exceeds the design strength or capability of the Airfield as described in the then- current FAA -approved Airport Layout Plan (ALP) or subsequent engineering evaluation report.

B. The loading and unloading of persons, property, parcels, mail and belly cargo by motor vehicles or other means of conveyance reasonably approved by Item 1M - Page 25
Article 3.

Section 3.01
Section 3.02
Airport Use and Lease Agreement – Final Dated October 24, 2022 15 City at Aircraft Aprons or such other locations as may be designated by the Executive Director.

C. Subject to the provisions of Section 12.02 hereof, Airline shall have the right to perform ground handling services for itself or other airlines engaged in an Air Transportation Business. Said ground handling services may be provided via an independent vendor so long as said vendor is properly licensed by the City to operate on the Airport.

In the event Airline agrees to ground handle any portion of the operations of another Air Transportation Company, excluding Affiliates, Airline shall provide C ity advance written notice of such proposed activities, including a description of the type and extent of services to be provided. Consent shall be in writing and shall not be unreasonably withheld. Notwithstanding the foregoing, Airline shall not provide ground handling services to any Air Transportation Company which does not have the consent of C ity for the operation of its Air Transportation Business at the Airport and a handling agreement between Airline and the Air Transportation Company.

D. The sale of air transportation tickets and services, the procession of passengers and their baggage for air travel, the sale, handling and providing of mail, freight, and express services, and other reasonable and customary activities associated with Airline’s Air Transportation Business.

E. This Agreement does not convey any rights to Airline to provide commercial ground transportation services to any person upon payment of any fee or charge. However, so long as all applicable ground transportation ordinances, laws, Airport Rules and Regulations are complied with, Airline may provide, directly or by agreement with third parties, prearranged ground transportation services for its employees, or passengers who must be transported to or from the Airport due to weather or other extraordinary event, without the imposition by the City of any ground transportation fees or other charges in addition to those specified in this Agreement, provided that approval of the Executive Director is secured in advance of such transportation. If a third party is utilized to provide such ground Item 1M - Page 26
Airport Use and Lease Agreement – Final Dated October 24, 2022 16 transportation services, then Airline shall provide (or cause to be provided) documentation tha t the third party’s transportation was provided exclusively to Airline’s employees, or passengers who must be transported to or from the Airport due to weather or other extraordinary event, to the satisfaction of the Executive Director, to receive an exemption from the City of its ground transportation fees and other charges.

F. The purchase at the Airport or elsewhere, of fuels, lubricants, and any other supplies and services, from any person or company, subject to City's right to require that each provider of services or supplier to A irline secures written authorization from City to conduct such activity at the Airport, pays required applicable service-oriented fees, and abides by all reasonable Airport Rules and Regulations established by C ity. No discriminatory limitations or restrictions shall be imposed by C ity that interferes with such purchases; provided, however, nothing herein shall be construed to permit A irline to store aviation fuels at the Airport. The granting of the right to store aviation fuels shall be subject to the execution of a separate agreement between Airline and City.

G. The training at the Airport of employees of Airline. Training is to be limited to that incidental to Airline’s Air Transportation Business at the Airport.

Flight training and testing of aircraft and other equipment shall be undertaken by Airline only with the prior written approval of the Executive Director, and to the extent permitted by, and subject to, the conditions of the Airport Rules and Regulations. All training and testing conducted by Airlines shall be incidental to the use of the Airport in the operation by Airline of its Air Transportation Business and shall not unreasonably hamper or interfere with the use of the Airport and its facilities by others entitled to the use of same. City reserves the right to restrict or prohibit such training and testing operations which it deems to unreasonably interfere with the use of the Airport, including excessive noise as reasonably determined by City.

H. The purchase of Airline’s requirements of personal property, services, Item 1M - Page 27
Airport Use and Lease Agreement – Final Dated October 24, 2022 17 food, beverage, other passenger supplies, and any other materials and supplies used by Airline that are incidental to the operation of Airline’ s Air Transportation Business. Airline may: (i) provide food and beverages, at A irline's sole cost and expense, or install or maintain vending machines in its non- public Exclusive Use Space, for the sole use of A irline's employees, subject to the approval of the Executive Director, (ii) provide for its own in -flight kitchen for catering services to its passengers and crews, or to those of its Affiliates for consumption aboard aircraft, (iii) provide food and beverages to its customers and guests during irregular operations or emergencies, and (iv) provide food and beverages to its guests in a VIP-type club.

I. The sale, dispos ition, or exchange of Airline’s aircraft, engines, accessories and other equipment, and materials or supplies (excepting fuel and lubricants), provided that (1) such items are not otherwise available on the Airport from a vendor other than another airline, and (2) such right shall not be construed as authorizing the conduct of a separate regular business by Airline, but as permitting Airline to perform only such functions as are incidental to the operation of its Air Transportation Business.

J. The servicing by Airline, or by its suppliers of materials, or furnishers of services, of aircraft and other equipment operated by Airline including the provision of line maintenance, or other materials or supplies, in Exclusive Use Space or Preferential Use Space areas or other locations designated by the Executive Director.

K. The right, but not the obligation, in conjunction with other Signatory Airline’s operating at the Airport, to form a consortium to perform certain operations and maintenance, janitorial, and passenger services that are the responsibility of Airline and other airlines under the terms of this Agreement. Upon written request from the Executive Director, Airline shall provide a copy of said consortium’s articles of incorporation/formation and By -Laws and other documentation regarding the consortium. Airline further understands and acknowledges that any Item 1M - Page 28
Airport Use and Lease Agreement – Final Dated October 24, 2022 18 consortium formed by airlines to operate at Airport must meet certain minimum operating standards and expectations as set and established by City and the cost to form and operate said consortium shall be borne solely by the Airline and other members of said consortium.

L. The installation, maintenance, and operation, at Airline’s sole expense, of identifying signs, posters, graphics and frequent flier program advertising on Airline Premises, subject to the prior written approval of the Executive Director .

Such signs shall be substantially uniform in size, type and location with those of other airlines, consistent with City ’s graphic standards and the Airport Rules and Regulations, and in compliance with all laws and ordinances.

M. The installation, maintenance, and operation, at Airline’s sole expense, of such radio, meteorological, and aerial navigation equipment and facilities at suitable locations on the Airport subject to the prior written a pproval of the Executive Director. The use and location of such equipment and facilities shall not conflict, impede, or otherwise interfere with other similar equipment and facilities on the Airport; and the use and location of such equipment and facilities on the Airport shall be subject to payment of standard rental rates established by City for such use of the Airport.

N. The installation, maintenance, and operation at Airline’s sole expense, of data and voice transportation, communications equipment (e.g. data, telephone, wireless), network infrastructure components, and support computers with their associated peripherals at suitable locations, as may be necessary or convenient for Airline operations suitable locations on the Airport subject to the prior w ritten approval of the Executive Director. The use and location of such equipment shall not interfere with the use of other similar equipment on the Airport, and t he use and location of such equipment on the Airport shall be subject to payment of such nondiscriminatory reasonable fee or charge as may lawfully be established by City for such use of the Airport by Airline.

O. The right to participate in nonexclusive porter services in conjunction Item 1M - Page 29
Airport Use and Lease Agreement – Final Dated October 24, 2022 19 with all airlines serving the Airport to assist passengers with luggage.

P. The right to provide curbside baggage check -in service, the location and operation of which shall be subject to the prior written approval of the City, the Airport Rules and Regulations, and the TSA.

Q. The installation of personal property, including furniture, furnishings, supplies, machinery, and equipment, in Airline’s Exclusive Use Space as A irline may deem necessary, useful or prudent for the operation of its Air Transportation Business. Title to such personal property shall remain with A irline, subject to the provisions of this Agreement.

R. The construction of modifications, finishes, and improvements in Airline Premises as Airline may deem necessary or prudent for the operation of its Air Transportation Business, subject to the provisions of Section 7.05 of this Agreement.

Nothing in this Section 3.02 shall restrict City from requiring a permit and levying a charge on any person or company for conducting business at the Airport.

Furthermore, City intends to levy a charge for such business conducted at Airport, including Airline’s provision of non-Air Transportation services to others, except for ground transportation services provided free of any fee or charge as set forth in Section 3.02 (D) of this Agreement.

Limitations on Use of Airport
In connection with the exercise of Airline's rights under this Agreement, neither Airline nor any of its agents, employees, directors, officers, contractors, invitees, licensees, or representatives shall:

A. Do anything that may interfere with the effectiveness or accessibility of the drainage and sewage system, electrical system, air conditioning system, fire protection system, sprinkler system, alarm system, fire hydrants and hoses, if any, installed or located on or at the Airport.

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Section 3.03
Airport Use and Lease Agreement – Final Dated October 24, 2022 20 B. Conduct a business of any kind at the Airport except its Air Transportation Business or interfere unreasonably with other persons or tenants leasing or lawfully using Airport facilities. Nothing in this Section shall be construed as in any way limiting the general powers of City to fully exercise its statutory functions.

C. H ave installed or maintained in, Preferential Use Space, or Joint Use Space amusement machines, vending machines, public pay phones, facsimile, copy machines, or other machines operated by coins, tokens or credit cards unless otherwise approved by the Executive Director.

D. N ot do or permit to be done anything, either by act or failure to act, that shall cause the cancellation or violation of the provisions, or any part thereof, of any policy of insurance for the Airport, or that shall cause a hazardous condition so as to increase the risks normally attendant upon operations permitted by this Agreement. If Airline shall do or permit to be done any act not permitted under this Agreement, or fail to do any act required under this Agreement, regardless of whether such act shall constitute a breach of this Agreement, which act or failure, in and of itself, causes an increase in C ity's insurance premiums, A irline shall immediately remedy such actions.

E. Keep or store, at any time, flammable or combustible liquids except in storage facilities especially constructed for such purposes in accordance with federal, State, and City laws including the Uniform Fire Code and the Uniform Building Code. For purposes of this Agreement, flammable or combustible liquids shall have the same definitions as set forth in the most recent Uniform Fire Code.

F. Do anything that may be in conflict with 14 CFR Part 139 or jeopardize the Airport’s FAA issued Operating Certificate.

G. Do anything that may be in conflict with the Airport ’s TSA approved Airport Security Plan or violate 14 CFR Part 1542.

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Airport Use and Lease Agreement – Final Dated October 24, 2022 21 Airline Space
A. Subject to the Executive Director’s ability to reassign as provided for in this Agreement, Airline hereby leases space as identified in Exhibits B & C of this Agreement. On or before the Effective Date, the City will issue to Airline a Premises Notice, attached hereto as Exhibit B & C, that will designate which areas of the Airport, if any, the City will make available for Airline’s use as: (i) Exclusive Use Space, (ii) Preferential Use Space and (iii) Joint Use Space. Airline acknowledges and agrees that the Premises Notice may be revised by the City and reissued to Airline from time to time during the Term in accordance with the terms and conditions of this Agreement. The City and Airline agree that, upon issuance by the City, and acknowledgment and acceptance in writing by the Airline, ea ch revised Premises Notice shall be deemed attached to and incorporated into this Agreement as Exhibit B & C, and shall supersede and replace the last issued Premises Notice deemed attached to and incorporated into this Agreement as Exhibit B & C without the need for a written amendment of the Agreement signed by the City and Airline.

B. Airline shall use Exclusive Use Space and Preferential Use Space for office purposes and the sale of Air Transportation, handling, ticketing, billing and manifesting of passengers, baggage, cargo, property and mail in the conduct of its Air Transportation Business or on behalf of any other Air Transportation Company authorized by the Executive Director to use the Airport.

C. Airline shall use its Joint Use Space for purposes designated for such joint use area by the Executive Director.

D. If, during the Term, Airline requires additional Premises, Airline may request such additional Premises by submitting a written request to the Executive Director, and the Executive Director may approve or deny any such request in the Executive Director’s sole discretion, but no such approval will be unreasonably withheld; provided, however, that in determining whether to approve such a written request, the Executive Director shall give due consideration to (a) Airline’s need to Item 1M - Page 32
Section 3.04
Airport Use and Lease Agreement – Final Dated October 24, 2022 22 expand its Premises, including its historical, present and reasonably projected frequency of operations; (b) any planned or completed changes in the Terminal Building; (c) the need to address current or reasonably anticipated operational issues or facility imbalances; (d) the City’s current or future business needs and requirements; (e) competing demands for use of the additional space sought by Airline; and (f) any other factors directly affecting the fair and open competition among Air Carriers operating or desiring to operate at the Airport.

E. All costs associated with any reallocation, reduction or addition requested by Airline under Section 3.04, including without limitation the costs of the City, shall be funded by Airline.

F. A revised Premises Notice will be issued upon any change un der this Section 3.04 to adjust the space and any changes to the rental amount.

Availability of Adequate Facilities
A. Airline acknowledges City’s objective to offer to all Air Transportation Companies desiring to serve the Airport access to the Airport and t o provide adequate facilities at the Airport. Recognizing that physical and financial limitations may preclude timely expansion of the Airport to meet the stated requests of the Airline or other Air Transportation Companies (“Requesting Airline”) for addit ional facilities at the Airport, Airline acknowledges that it may be necessary for Air Transportation Companies operating at the Airport, including Airline, to share Preferential Use Space from time to time subject to existing agreements, leases, and the Airport Rules and Regulations. Airline further acknowledges that City may also have a need to accommodate the immediate, non-recurring needs of an Air Transportation Company, such as charters, and flights delayed or diverted due to weather or mechanical reasons.

B. It is the policy of City , to the extent reasonably practicable, to accommodate a Requesting Airline’s need for facilities at the Airport in the following manner: (1) first, by City offering the use of unleased space in the Item 1M - Page 33
Section 3.05
Airport Use and Lease Agreement – Final Dated October 24, 2022 23 Terminal Building to a Requesting Airline and entering into an agreement with the Requesting Airline for the use and occupancy of such unleased space; (2) second, through the use of a City -approved sublease agreement between an Air Transportation Company with an existing agreement with the City and a Requesting Airline; (3) third, through an existing Air Transportation Company accommodation of a Requesting Airline for use of Preferential Use Space as may be required by the City ; (4) fourth, through the reassignment of an existing Air Transportation Company’s Preferential Use Space in accordance with the provisions of Section 3.11 of this Agreement; and (5) fifth, through the expansion of Airport facilities, unless in the opinion of City, the physical, financial, or time limitations make such expansion impractical.

C. The parties acknowledge and agree that any accommodation agreement made by Airline with a Requesting Airline voluntarily , or pursuant to a directive from City, shall recognize Airline’s Preferential Use privileges assigned to the Preferential Use Space in question and the necessity that the Requesting Airline’s operations be compatible with those of the Airline.

Accommodation of Air Transportation Companies
A. Upon receipt of a request for an accommodation by a Requesting Airline, the Executive Director will require the Requesting Airline to first coordinate directly with the Signatory Airlines if the Airport facilities being requested, such as an Aircraft Gate, are not available. Airline shall cooperate in good faith with t he Executive Director to accommodate the needs of a Requesting Airline by permitting such Requesting Airline to utilize Airline’s Preferential Use Space for such time period(s) as reasonably necessary to permit the Requesting Airline’s scheduled operations at such times when the use of such facilities will not interfere with Airline’s operations , or those of its Affiliates, approved sub- licensees or Air Transportation Companies being handled by Airline.

B. In the event a Requesting Airline and the Signatory Airlines are unable to reach an agreement regarding the Requesting Airline’s requested Item 1M - Page 34
Section 3.06
Airport Use and Lease Agreement – Final Dated October 24, 2022 24 accommodation, the Executive Director will determine whether any Air Transportation Company operating at the Airport, including Airline, has the ability to accommodate any or all of such Requesting Airline’s proposed operations. If the Executive Director determines that Airline has the ability to accommodate the Requesting Airline’s proposed operations, the Executive Director will notify Airline in writing of its determination. In the event Airline objects to the Executive Director’s determination, Airline may notify t he Executive Director of its objection within fifteen (15) days of the date of the Executive Director’s notice, which shall include the reasons why Airline believes that it will be unable to accommodate the Requesting Airline. In making its final determination , the Executive Director shall consider Airline’s capabilities, capacity, facilities, plans for future operations, and personnel, Airline’s requirements and contractual obligations, the compatibility of the Requesting Airline’s proposed operations with those of Airline, and the need for labor harmony. If the Executive Director, after considering the information, if any, provided by Airline, reasonably determines that Airline has the capability to accommodate a Requesting Airline, City may direct Airline, in writing, to accommodate the Requesting Airline to the extent of, and during those periods when, the Executive Director deems reasonable and shall provide Airline and the Requesting Airline with a written statement specifying the terms and conditions of the accommodation which shall (i) not interfere with the Airline’s scheduled flights and (ii) commence no earlier than 30 days after delivery of such written statement.

Notwithstanding anything to the contrary contained herein, prior to any Requesting Airline being permitted to use Airline’s leased Airline P remises, the Executive Director shall require such Requesting Airline to indemnify Airline and its officers, directors, employees, agents and A ffiliates against any claims, damages, injuries and costs (including reasonable attorneys’ fees) arising from the acts or omissions of the Requesting Airline, its officers, directors, employees, agents, and A ffiliates and deliver to Airline reasonably satisfactory evidence of insurance coverage, which insurance shall provide at least the coverages (including amounts) as are required of Airline under this Agreement, and name Airline as an additional insured party. Such indemnification provision, among other things, shall be included in a Item 1M - Page 35
Airport Use and Lease Agreement – Final Dated October 24, 2022 25 written agreement between Airline and Requesting Airline prior to any Requesting Airline being permitted to use Airline’s leased Airline Premises/ C. Notwithstanding the foregoing, in no event shall the requirements of this Section 3.06 be construed to authorize the City to require Airline to alter its scheduled operations, or those of its Affiliates and Air Transportation Companies that are ground handled by Airline, in order to accommodate a Requesting Airline.

In addition, the requirements of this Section 3.06 shall not apply to Airline’s Exclusive Use Space.

D. If Airline accommodates another Air Transportation Company pursuant to this Section 3.06, the Requesting Airline shall pay to the City BHS Fees, Joint Use Fees, Per Use Fees – Aircraft Gate, and Per Use Fees – Ticket Counter, as appropriate and applicable, for space utilized by Requesting Airline.

City will credit the amount of the Per Use Fees to Airline for such accommodation.

Accommodation of Specific Flights
A. Airline shall cooperate in good faith with City to accommodate specific flights of other Air Transportation Companies from time to time, as deemed necessary by the Executive Director, for situations, including, but not limited to, the following:

1. Unscheduled flights, including charters, diversions due to weather and other circumstances not otherwise accommodated or handled by other Air Transportation Companies operating at the Airport.

2. Scheduled flights for which the Air Transportation Company has no assigned Aircraft G ate(s) or its assigned Aircraft Gate(s) are occupied at the time its flight arrives.

B. Airline shall not be required to accommodate other Air Transportation Companies pursuant to this Section 3.07 if Airline’s Preferential Use Aircraft Gate(s) or Ticket Counter are occupied by Airline’ s flights or flights of other Air Item 1M - Page 36
Section 3.07
Airport Use and Lease Agreement – Final Dated October 24, 2022 26 Transportation Companies already being accommodated or ground handled by Airline at the time a flight requiring accommodation will arrive; provided, however, the overnight parking of Airline's aircraft at an Aircraft Gate , or at any other time beginning ninety (90) minutes following the arrival of an aircraft and ending one (1) hour before its scheduled departure shall not be deemed an occupied Aircraft Gate for the purposes of this Article, provided that the Executive Director has designated an alternative park ing position for such aircraft. Executive Director will provide Airline reasonable advance notice of the need to relocate Airline’s aircraft at an Aircraft Gate.

C. If Airline accommodates another Air Transportation Company ’s flight pursuant to this Section 3.07, Requesting Airline shall pay to City BHS Fees, Per Use Fees – Aircraft Gate, Per Use Fees – Ticket Counter, and Joint Use Fees as appropriate for space utilized by Requesting Airline. City will credit the amount of the Per Use Fees to Airline for such accommodation.

Accommodation of Airline
Subject to the terms and conditions of this Agreement, and the good faith cooperation of other Signatory Airlines, Airline shall be entitled to the same rights of accommodation of its needs for use or lease of additional facilities as specified in this Article at any time that Airline requests accommodation or has individual flights needing to be accommodated pursuant to Section 3.07.

Assignment of Preferential Use Space
Upon the Effective Date of this Agreement, the Executive Director will assign Airline one (1) Preferential Use Aircraft Gate and Preferential Use Ticket Counter Space in the Terminal Building. Assignment and use of assigned Preferential Use Aircraft Gate and Preferential Use Ticket Counter Space by Airline will be subject to the provisions of Section 3.10.

Item 1M - Page 37
Section 3.08
Section 3.09
Airport Use and Lease Agreement – Final Dated October 24, 2022 27 Minimum Activity Level
A. On or before July 1 of each year of this Agreement, the City will provide Airline a Preferential Aircraft Gate and Ticket Counter Use Analysis for the immediately preceding six month period. Airline’s average Preferential Aircraft Gate and Ticket Counter use will be calculated by dividing the total number of the Airline’s Turns during the period evaluated by the Preferential Aircraft Gate and Ticket Counter Use Analysis by the total number of preferentially assigned Ticket Counter(s) and Aircraft Gate(s) assigned to Airline. Preferential Aircraft Gate and Ticket Counter Use will be reviewed annually to monitor current use.

B. The Executive Director reserves the right to reassign Airline’s Preferential Aircraft Gate and Ticket Counter Space to another Signatory or Non- Signatory Airline if: (1) Airline’s Preferential Aircraft Gate and Ticket Counter Use Analysis indicates Airline’s use of a preferentially assigned Aircraft Gate or Ticket Counter falls below an average of four (4) Turns per day (“Minimum Activity Level”); (2) t he Executive Director determines that there is a reasonable need for the Airline’s preferentially assigned Aircraft Gate or Ticket Counter by another Signatory or Non-Signatory Airline and the other Signatory or Non-Signatory Airline meets the required four (4) Turns per day minimum; (3) the City has no available Aircraft Gates or Ticket Counter available to assign to the other Signatory or Non- Signatory Airline; and (4) there are no unassigned Aircraft Gates or Ticket Counter Space used by other Signatory Airlines with lower average weekday utilization.

Prior to such reassignment becoming effective, Airline shall have a one -hundred eighty (180) day period to adjust its schedule to four (4) or more Turns per day to avoid reassignment. When determining a specific Preferential Use Aircraft Gate or Ticket Counter to be reassigned, the Executive Director shall coordinate with Airline to ensure that the space Airline retains will be sufficient to support Airline’s operations at the Airport.

Reassignment of Preferential Use Space
If, at any time, the Executive Director determines that Airline does not meet Item 1M - Page 38
Section 3.10
Section 3.11
Airport Use and Lease Agreement – Final Dated October 24, 2022 28 the Minimum Activity Level for Preferential Use Space as set forth in Section 3.10, the Executive Director may cancel Airline’s Preferential Use of such underutilized Preferential Use Space by giving Airline at least thirty (30) days’ prior written notice. If during the thirty (30) days’ notice period provided above Airline institutes additional scheduled aircraft arrivals and departures for the purpose of loading and unloading passengers, which would exceed the number of flights in place by the secondary user, then Airline shall have the right to retain Airline’s Preferential Use of such Preferential Use Space.

Additional Preferential Use Space
Should Airline’s Preferential Aircraft Gate and Ticket Counter Use Analysis indicate that the number of Turns for an assigned Preferential Use Aircraft Gate or Ticket Counter exceed seven (7) per day or should Airline provide City with a published schedule showing seven (7) Turns a day at such preferentially assigned Aircraft Gate or Ticket Counter during an upcoming six (6) month period, the Executive Director may assign a second Preferential Use Gate and additional Preferential Use Ticket Counter Space to Airline subject to availability of such Preferential Use Space.

Use of Aircraft Gates Not Assigned on a Preferential Use Basis Any Aircraft Gate that is not assigned by the Executive Director as a Preferential Use Gate (“Non-Preferential Use Gate”) may be utilized by a Signatory or Non-Signatory Airline, when available, and subject to the Executive Director ’s assignment. Use of a Non-Preferential Use Gate will be subject to the Rates and Fees on a Per-Use basis as identified in Exhibit “D.”
Relocation Expenses
In an effort to optimize passenger flow and use of the Airport or to minimize the need for construction of improvements, t he Executive Director may request Airline to relocate its operations to alternate comparable areas within the Terminal Building provided such alternate area is comparable to the existing location.

Item 1M - Page 39
Section 3.12
Section 3.13
Section 3.14
Airport Use and Lease Agreement – Final Dated October 24, 2022 29 Subject to the terms and conditions of this Agreement, Airline shall be eligible for reimbursement of its reasonable and necessary relocation costs, as approved by the Executive Director , through Rental Credits. Relocation costs may include moving expenses, construction, signage, rewiring, and other costs incidental to the relocation. Prior to relocation, Airline shall submit a proposal outlining the necessary costs for the relocation, including any plans or specifications for construction, if any. Airline shall use reasonable efforts to minimize costs. City shall retain the right to require competitive quotes for work submitted in the relocation proposal. Airline’s request for reimbursement shall include documentation reasonably satisfactory to City evidencing the costs incurred by Airline to complete the relocation.

Employee Parking Facilities
City will make reasonable efforts to make available area(s) at the Airport for vehicular parking for A irline's personnel employed at the Airport; provided, however, such area(s) shall not be used for the long- term storage of vehicles or trailers; and usage of the area(s) is subject to Section 5.08 and to the Airport Rules and Regulations for such parking established by C ity at rates established by the City. Long-term shall mean periods greater than two (2) weeks. Airline shall, on request of the Executive Director , provide verification that it is only providing parking for its employees employed at Airport.

Access
A. Subject to the terms of this Agreement, the Airport Rules and Regulations, and such restrictions as Airline may impose with respect to its Exclusive Use Space, City hereby grants to Airline, its officers, representatives, agents, employees, passengers, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, and suppliers, the right and privilege of access, ingress and egress to the Terminal Building.

B. The ingress and egress provided for in Section 3. 16 (A) shall not be Item 1M - Page 40
Section 3.15
Section 3.16
Airport Use and Lease Agreement – Final Dated October 24, 2022 30 used, enjoyed or extended to any person engaging in any activity or performing any act or furnishing any service for or on behalf of Airline that Airline is not authorized to engage in or perform under the terms of this Agreement unless that person is expressly authorized by the Executive Director.

C. The Executive Director shall have the right at any time to close, relocate, reconstruct, change, alter or modify any such means of access provided for Airline’s use pursuant to this Agreement or otherwise, either temporarily or permanently, provided that reasonable notice to Airline and a reasonably convenient and adequate means of access, ingress and egress shall exist or be provided in lieu thereof. City shall suffer no liability by reason thereof, and such action shall in no w ay alter or affect any of Airline’s obligations under this Agreement, except to the extent the City violates the terms of this Section 3.16.

Item 1M - Page 41
Airport Use and Lease Agreement – Final Dated October 24, 2022 31

CAPITAL EXPENDITURES
Need for Capital Expenditures
The parties hereto recognize that Capital Expenditures to preserve, protect, enhance, expand, or otherwise improve the Airport, or part thereof, will be required during the Term of this Agreement. Any such Capital Expenditures shall be subject to the provisions of Section 4.03, below.

Issuance of Bonded Indebtedness
During the Term of this Agreement, and any extension thereof, the City expressly reserves the right to issue Bonds to finance Airport Capital Expenditures.

This Agreement, and all rights of Airline hereunder, are expressly subordinated and subject to any lien or provisions of any pledge, transfer, hypothecation, or assignment made (at any time) by City to secure Airport Bond financing. This Agreement shall be subject and subordinate to the terms, covenants, and conditions of a Bond Ordinance adopted by the City authorizing the issuance of Bonds for Airport improvements. City may amend or modify the adopted Bond Ordinance or make any change thereto that does not materially adversely affect Airline rights under this Agreement. Conflicts between this Agreement and the Bond Ordinance shall be resolved in favor of the Bond Ordinance. All definitional terms that are not specifically defined herein are to have the meanings set forth in the Bond Ordinance.

Review of Capital Expenditures
On or before March 31 of each Fiscal Year, City shall notify Airline in writing of its intent to undertake, by taking a future recommendation to the City Council, a Capital Expenditure that is anticipated to be funded with one million dollars ($1,000,000) or more in City funds (net of PFCs, CFCs, grants , or insurance proceeds) in the Airfield, Baggage Handling System (BHS), Loading Bridge, or Terminal Building Cost Centers . The notice from City shall include the following Item 1M - Page 42
Article 4.

Section 4.01
Section 4.02
Section 4.03
Airport Use and Lease Agreement – Final Dated October 24, 2022 32 information associated with the Capital Expenditure, which is subject to MII consideration:

1. A description of the proposed Capital Expenditur e together with cost estimates and any available preliminary drawings.

2. A statement of the need for such Capital Expenditure.

3. A statement of the benefits to be derived from such Capital Expenditure.

4. The allocation of the cost thereof to the various Airpor t Cost Centers.

5. City’s preferred means of financing the cost and the Fiscal Year in which the cost will be included in Airline’s rents or fees.

A. Within fifteen (15) days of the date of City’s notice, Airline may request in writing, a meeting with City for the purpose of discussing the proposed Capital Expenditure. In the event a request is timely delivered to City , City shall set a date and time to meet collectively with the Signatory Airlines for the purpose of discussing the proposed Capital Expenditure. City agrees to consider comments and recommendations of the Signatory Airlines with respect to the proposed Capital Expenditure.

B. City may proceed with a Capital Expenditure, unless the Signatory Airlines constituting a MII, issue a written notice to City within thirty (30) days of the date of the meeting that they are requesting a deferral of the Capital Expenditure (“Deferral Notice”), time being of the essence. In the event a timely Deferral Notice is delivered to City , the City would have the option to a) defer the proposed Capital Expenditure for a period of twelve ( 12) months to reduce the scope and cost of the Capital Expenditure and resubmit it for MII consideration or b) proceed with the Capital Expenditure in a manner so as not to impact airline rates and charges.

Item 1M - Page 43
Airport Use and Lease Agreement – Final Dated October 24, 2022 33 C. City shall have the right to request reconsideration of a deferral of a Capital Expenditure by the Signatory Airlines constituting a MII, and the deferral may be reversed by the Signatory Airlines constituting a MII at any time.

D. Notwithstanding any provision of this Agreement to the contrary, City may proceed at any time with any Capital Expenditure that is not subject to MII consideration hereunder, and with any other planning, construction, improvement or development project that is not defined as a Capital Expenditure hereunder. The following Capital Expenditures shall not be subject to consideration by the Signatory Airlines, including Airline, hereunder and shall be permi tted to be undertaken by City at any time:

1. A Capital Expenditure required by any governmental authority having jurisdiction over the Airport, including, but not limited to, the State of California, including any agency or political subdivision thereof, and any federal agency including, but not limited to, the FAA, TSA, and the Department of Transportation.

2. A Capital Expenditure necessary to repair casualty damage to Airport property.

3. Special Purpose Facilities for which the tenant(s) or other user(s) thereof shall be required to reimburse City for the costs of the Capital Expenditure that will be paid with Revenues, including, but not limited to, financing costs.

4. A Capital Expenditure necessary to settle a claim, satisfy a judgment, comply with any judicial or administrative order issued against City by reason of its ownership, operation, maintenance, or use of the Airport.

5. A Capital Expenditure to prevent or address an emergency that might result in the closure of the Airport, or any portion thereof , as reasonably determined by City.

Item 1M - Page 44
Airport Use and Lease Agreement – Final Dated October 24, 2022 34

6. A Capital Expenditure that is required to make available additional Terminal Building space or related facilities for the expansion of an Air Transportation Company, or to make space or facilities available in the T erminal Building to accommodate a new entrant or expanding Air Transportation Company ; provided that : (1) such Air Transportation Company enters into a binding commitment to lease the space so made available for at least the remaining Term and on the same terms as provided for the lease of comparable space under this Agreement; and (2) existing space or facilities are not otherwise available to accommodate the Air Transportation Company under Article 3 of t his Agreement in a competitive, non- disruptive and otherwise satisfactory manner.

7. A Capital Expenditure that will not impact Signatory Airline rates, fees or charges hereunder.

8. A Capital Expenditure that is anticipated to be funded with one million dollars ($1,000,000) or less in City funds (net of PFCs, CFCs, grants or insurance proceeds) in the Airfield, Baggage Handling System (BHS), Loading Bridge, or Terminal Building Cost Centers Item 1M - Page 45
Airport Use and Lease Agreement – Final Dated October 24, 2022 35

RENTALS AND FEES
Airline shall pay City rentals for use of Airline Premises, and fees and charges for the other rights, licenses, and privileges granted hereunder during the Term of this Agreement including rentals, fees, and charges payable by Airline with respect to the Airfield Area Cost Center, Baggage Handling System (B HS) Cost Center, Loading Bridge Cost Center, and Terminal Building Cost Center. The rentals, fees, and charges for each of these Airport Cost Centers shall be calculated as set forth in Exhibit D.

Landing Fees
Airline shall pay to City monthly fees based on Aircraft Arrivals for the preceding month. Airline’s Landing Fees shall be determined as the product of the Landing Fee Rate for the period, calculated in accordance with Exhibit D attached hereto, and Airline’s Total Landed Weight for the month. Airline’s landed weight for the month shall be determined as the sum of the products obtained by multiplying the Maximum Gross Landing Weight of each type of Airline’s aircraft by the number of landings of each said aircraft during such month.

If Airline fails to furnish City with the report required in Section 5.05, Airline’s Landing Fee shall be determined by assuming that the Total Landed Weight for Airline during the preceding month was one hundred percent (100%) of the Total Landed Weight for the most recent month for which such figure is available. Any necessary adjustment in such Landing Fee shall be calculated after the required report is delivered to City by Airline for the month in question, and resulting surpluses or defic its shall be applied to Airline’s Landing Fee for the next succeeding month.

Baggage Handling System Fees
Throughout the Term of the Agreement, Airline shall pay to City Baggage Handling System Fees calculated in accordance with Exhibit D.

Item 1M - Page 46
Article 5.

Section 5.01
Section 5.02
Airport Use and Lease Agreement – Final Dated October 24, 2022 36 Loading Bridge Fees
Throughout the Term of the Agreement, Airline shall pay to City monthly Loading Bridge Fees calculated in accordance with Exhibit D.

Terminal Building Rentals
“Terminal Building Rentals” shall be determined as the sum of Airline’s rentals for Exclusive Use Space, Preferential Use Space, Joint Use Space , Per Use Fees – Gates, and Per Use Fees – Ticket Counter. (Per Use Fees shall mean the sum of Per Use Fees – Gates, and Per Use Fees – Ticket Counter ).

A. Airline’s annual Terminal Building Rentals for Exclusive Use Space and Preferential Use Space shall be determined as the Term inal Building Rental Rate, calculated in accordance with Exhibit D, multiplied by the amount of the corresponding type of space leased by Airline as Exclusive Use Space and Preferential Use Space as set forth in Exhibits B and C.

B. Total Terminal Building Rentals for Joint Use Space shall be calculated as the Terminal Building Rental Rate for each period calculated in accordance with Exhibit D, multiplied by the Airline’s share of the Joint Use Space. Airline’s share of the Joint Use Space shall be determined in accordance with the Joint Use Formula. City shall use Airline’s Monthly Activity Report, to be submitted by Airline to City in accordance with Section 5.05, for purposes of determining charges for Joint Use Space.

C. The amount due by Airline for Per Use Fees shall be calculated as the product of each Per Use Fee for the applicable period calculated in accordance with Exhibit D, and the number of times Airline used such space. City shall use Airline’s Monthly Activity Report, to be submitted by Airline to City in accordance with Section 5.05, for purposes of determining charges for Per Use Fees.

Item 1M - Page 47
Section 5.03
Section 5.04
Airport Use and Lease Agreement – Final Dated October 24, 2022 37 Monthly Activity Report
Airline shall furnish to the City , on or before the tenth (10th) day of each month, an accurate verified report detailing its operations for the previous month on forms prescribed by the Executive Director. Said report shall include the information presented in Exhibit G and shall be submitted electronically to [email protected]. The acceptance by City of any payment made by Airline shall not preclude City from verifying the accuracy of Airline's report submitted to City as provided in this
Section 5.05 , or from
recovering any additional payment actually due from Airline.

T ime of Payment
The following sets forth the time of Airline payments of rents, fees, and charges to City:

A. Rents and fees for Exclusive Use Space and Preferential Use Space shall be due and payable, without invoice, deduction, or setoff, in monthly installments in advance on or before the first day of each month.

B. Landing Fees, BHS Fees, Loading Bridge Fees, Joint Use Fees, Per Use Fees – Gate, Per Use Fees – Ticket Counter, and Non-Terminal Building RON Parking Fees for each m onth of operations shall be due and payable without deduction or setoff within fifteen (15) days after transmittal of an invoice by City, given that Airline’s monthly statistical report as required in Section 5.05 shall be received by the City within ten (10) days after the last day of the month after such month of operations.

C. Airline shall faithfully collect and promptly remit to City (without notice or demand by City and in accordance with 14 CFR Part 158 (as this regulation may be amended from time to time) the proceeds of the City’s Passenger Facility Charge so long as the City has an approved Passenger Facility Charge in effect.

D. Rents, fees, and charges not described in paragraphs (A), (B), and (C) Item 1M - Page 48
Section 5.05
Section 5.06
Airport Use and Lease Agreement – Final Dated October 24, 2022 38 above shall be due and payable within thirty (30) days after transmittal of a monthly invoice therefore by City. City will provide such invoice within thirty (30) days of activity for which charge is generated.

E. The acceptance of any payment made by Airline shall not preclude City from verifying the accuracy of Airline's report and computations or from recovering any additional payment actually due from Airline or preclude Airline from later demonstrating that Airline's report was inaccurate and that a lesser amount was properly owed (and to recover any such overpayment).

F. In establishing the rents, fees, and charges set forth in this Agreement, City is anticipating timely payment of such rents, fees, and charges. Untimel y payment of these rents, fees, and charges jeopardizes the operation of the Airport.

Therefore, in the event that rents, fees, and charges are not paid timely by Airline, the Executive Director is authorized and directed to seek any necessary legal and administrative remedy to obtain collection of the unpaid rents, fees, and charges and to assure timely payment of future rents, fees, and charges. These remedies shall be in addition to late fees required herein and may include any of the following:

1. Seeking administrative relief through appropriate federal agencies, including the FAA.

2. Equitable and judicial remedies.

3. Such other legal and administrative remedies as permitted by law.

G. Failure to send a timely invoice does not relieve Airline from any obligation of payment.

Payments
Rents, fees, and charges shall be paid in United States Dollars by wire, electronic funds transfer, or check payable to The Palm Springs International Item 1M - Page 49
Section 5.07
Airport Use and Lease Agreement – Final Dated October 24, 2022 39 Airport the City of Palm Springs, which shall be delivered or mailed, pos tage prepaid, to City of Palm Springs, ___________________________ or which may be paid by wire transfers to accounts of the Airport designated in writing by the Executive Director.

Additional Charges
City, after reasonable notice to Airline, may, but is not obligated to, cure any Default on Airline’s part in fulfilling Airline ’s covenants and obligations under this Agreement. Any amounts paid or lawful costs incurred by City to cure any such Default(s) are hereby agreed to and declared to be Additional Charges. Unless otherwise provided herein, all Additional Charges shall be due and payable with the next succeeding installment of monthly rent due under this Agreement.

Passenger Facility Charges
Airline agrees to faithfully collect and promptly remit to City (without notice or demand by City and in accordance with 14 CFR Part 158) the proceeds of the City's PFC so long as the City has an FAA approved P FC in effect. Airline shall pay the City interest for late payment of Passenger Facility Charge proceeds to City in accordance with Section 5.10 . Further, both Airline and City hereby covenant to fulfill their responsibilities under the terms of 14 CFR Part 158. If legislation and regulations, in effect on the date of this Agreement, governing passenger facilities charges, use fees, or similar charges on Airline’s passengers using the Airport are amended, changed, or eliminated during the term of this Agreement, the City reserves the right to appropriately adjust such charges, levy new charges, revise charges, or implement additional charges as determined by the City to be necessary. City may seek PFC funding for PFC eligible projects rather than funding by Airline rates and charges.

Interest on Overdue Payments
Without waiving any other rights available to City, in the event of default in Airline's payment of rentals, fees or charges under this Agreement, including Item 1M - Page 50
Section 5.08
Section 5.09
Section 5.10
Airport Use and Lease Agreement – Final Dated October 24, 2022 40 Passenger Facility Charge proceeds, in the event that Airline is delinquent for a period of seven (7) calendar days or more from the date when due in paying City any such rentals, fees or charges, and Airline fails to cure any such delinquency within five (5) business days after receiving written notice from City , Airline shall pay City interest thereon, from the date such rents, fees or charges become payable to the date of payment at the rate of one and one-half percent (1.5%) per month; provided, however, that if the maximum rate then provided by law is less than one and one- half percent (1.5%) per month, then the rate shall be such maximum legal rate. City may, but is not obligated to, provide Airline with a written reminder where invoiced rentals, fees or charges have not been received within thirty (30) calendar days of transmittal of the invoice therefor.

Provision Against Setoffs
It is the obligation of Airline to pay all fees and charges, free of any setoffs or claims, in the amount and at the times specified in this Agreement. In the event that Airline desires to contest the validity or amount of any such fees and charges, Airline shall first pay t he same to City and may then seek a refund in any appropriate forum.

Contract Security
A. Unless Airline has provided regularly scheduled flights to and from the Airport pursuant to an agreement with City for no less than eighteen (18) consecutive months prior to the Effective Date without violating such agreement beyond any applicable cure per iod, Airline shall provide City with a clean, irrevocable letter of credit, surety bond or other security acceptable to City (“Contract Security”) in an amount equal to City ’s estimate of three (3) months’ fees and charges payable by Airline hereunder, to guarantee the faithful performance by Airline of its obligations under this Agreement and the payment of all fees and charges due hereunder. The Contract Security shall be provided to City prior to the Effective Date. Airline shall be obligated to maintain the Contract Security in effect for no less than eighteen (18) consecutive months. The Contract Item 1M - Page 51
Section 5.11
Section 5.12
Airport Use and Lease Agreement – Final Dated October 24, 2022 41 Security shall be in a form and issued by a company reasonably acceptable to City.

In the event that any such Contract Security shall be for a period of less t han the full period required by this Agreement, or if the Contract Security may be canceled, Airline shall provide a renewal or replacement Contract Security at least sixty (60) days prior to the later of: (1) the date the Contract Security expires, or (2) the effective date of cancellation of the Contract Security.

B. If an Event of Default occurs hereunder (as set forth in Section 14.01), or upon Airline’s election to assume this Agreement under federal bankruptcy laws, City shall have the right to impose or re-impose the Contract Security requirements of Section 5. 12(A) above upon Airline by written notice to Airline. In such event, Airline shall provide City with the required Contract Security within ten (10) days of receipt of City’s written notice and shall thereafter maintain such Contract Security for a period of no less than eighteen (18) consecutive months. To the extent no Event of Default occurs, and Airline makes no act or omission that, with the passage of time or giving of notice, or both, would c onstitute an Event of Default hereunder for a period of eighteen (18) consecutive months, Airline shall be released from its obligation to maintain the Contract Security required by this Section. City’s rights under this Section shall be in addition to all other rights and remedies available to City either by law or under the terms and conditions of this Agreement.

C. If Airline is more than fourteen (14) days late for three (3) consecutive months in remitting rentals, fees and charges described in Section 5.01 through

5.04, City shall have the right to impose or re- impose the Contract Security requirements of Section 5.12(A) above upon Airline by written notice to Airline. In such event, Airline shall provide City with the required Contract Security within ten (10) days of receipt of City ’s written notice and shall thereafter maintain such Contract Security for a period of no less than eighteen (18) consecutive months.

In the event Airline does not remit fees late during the 18- consecutive month period, Airline shall be released from its obligation to maintain the Contract Security required by this Section. City ’s rights under this Section shall be in Item 1M - Page 52
Airport Use and Lease Agreement – Final Dated October 24, 2022 42 addition to all other rights and remedies available to City either by law or under the terms and conditions of this Agreement.

D. The parties acknowledge and agree that any Contract Security provided by Airline will not be considered “property of the estate” for purposes of the United States Bankruptcy Code, it being understood that any Contract Security is property of the third party providing it (subject to City’s ability to draw against the Contract Security) and that all PFCs collected by Airline with respect to Enplaned Passengers at the Airport (other than any portion for Airline’s expenses or that is reimbursable to a ticket purchaser), are property of City.

E. Notwithstanding any provision of this Agreement to the contrary, failure to maintain Contract Security as required herein shall constitute a material Default hereunder and shall be grounds for termination of this Agreement in accordance with Article 14 of this Agreement.

Non-Signatory Airline Rates and Charges
Any Air Transportation Company providing service at the Airport that is not a Signatory Airline shall pay a twenty -five (25) percent premium over the rates, fees, and charges charged to Signatory Airlines , as further detailed in Exhibit D.

Non-Signatory Airline landing fees shall be credited against the amounts owed by Signatory Airlines.

Payment of Utility Charges
Airline shall pay promptly for all utilities and utility services used by Airline at or in Airline’s Exclusive Use Space or Preferential Use Space in excess of those utility services specifically provided by City . Airline expressly waives any and all claims against City for compensation for any and all loss or damage sustained by reason of any defect, deficiency or impairment of any water supply system, drainage or sewer system, gas supply system, telephone system, electrical supply system, or electrical apparatus or wires serving the Airline Premises.

Item 1M - Page 53
Section 5.13
Section 5.14
Airport Use and Lease Agreement – Final Dated October 24, 2022 43

No Other Fees and Charges
Except as expressly provided for in this Agreement, no further rentals, fees, or charges shall be charged against or collected by City from Airline, for the Airline Premises, facilities, rights, licenses, and privileges granted to Airline under this Agreement. However, City expressly reserves the right to assess and collect reasonable fees for fuel sales, ground handling services, fuel flowage, fueling services, inflight catering, food/beverage sales, vending, parking, and commercial ground transportation. Also, City expressly reserves the right to assess and collect a Passenger Facility Charge in accordance with Section 5.09.

Anything in this Agreement to the contrary notwithstanding, this Section

5.15 shall not be interpreted or understood as contracting away any City governmental authority.

Audit
Airline agrees to keep books and records on its operations at the Airport, and the Executive Director or any other authorized City representative, upon reasonable advance written notice to Airline, shall have the right to inspect and audit such books and records to ensure compliance with prevailing municipal bond disclosure requirements of the City and to determine that City has received from Airline all moneys due City under the terms hereof, including, but not limited to, rents, fees, and charges and PFCs (if applicable) payable to City by Airline.

Likewise, Airline shall have the right to inspect the books and records of the City relating to the provisions hereof upon reasonable advance written notice to City.

Item 1M - Page 54
Section 5.15
Section 5.16
Airport Use and Lease Agreement – Final Dated October 24, 2022 44

ADJUSTMENT OF AIRLINE RENTALS AND FEES
Effective Date of Adjustments
The Landing Fee, the BHS Fee, the Loading Bridge Fee, and the Terminal Building rental rates, as described in Article 5 and calculated as presented in Exhibit D, shall be adjusted annually as hereinafter set forth. Throughout this Article, whenever the adjustment calculation involves an estimate, the estimate of the Executive Director shall be used. Such adjustments shall be effective on the first day of the Fiscal Year for which they apply.

City Records
A. City shall establish and maintain an Airport accounting system in accordance with Generally Accepted Accounting Principles and shall maintain accounting records that document the following items for each Airport Cost Center:

1. A irport Revenues.

2. Operation and Maintenance Expenses, including Indirect Expenses.

3. Expenses of City incurred for the improvement, renovation, or enhancement of the Airport.

B. City shall further maintain records evidencing the allocation of all capital funds to each Airport Cost Center. Included in the allocation to each Airport Cost Center shall be its proportionate share of the expenses of any Bond issuance, capitalized interest, and funding of special funds, determined with reference to the allocation of costs funded through securities or other capital fund sources. All State and federal funds received by City shall be deposited in the appropriate fund(s).

Reports
A. On or before March 1 st of each Fiscal Year, upon request by City, Item 1M - Page 55
Article 6.

Section 6.01
Section 6.02
Section 6.03
Airport Use and Lease Agreement – Final Dated October 24, 2022 45 Airline shall submit to City for budgetary purposes, a written estimate of the Total Landed Weight for Airline for the succeeding Fiscal Year.

B. On or before April 30 of each Fiscal Year, the Executive Director shall submit to Airline the following reports in addition to report(s) described in Section

4.03. 1. City’s proposed Airport Budget for the succeeding Fiscal Year which shall include:
a. Estimated Airport Operation and Maintenance Expenses. b. Debt service, if any, and any estimated Bond fund deposits.

2. A statement of estimated revenue from all sources other than Landing Fees, the BHS Fees, Loading Bridge Fees , and Terminal Building rentals for the succeeding Fiscal Year.

3. A schedule of all Capital Expenditure(s) for the Airport proposed to be undertaken by City during the succeeding Fiscal Year, as provided in Section 4.03.

4. A calculation of the Landing Fee, the BHS Fees , the Loading Bridge Fee, and the Terminal Building rental rates, calculated in accordance with Exhibit D to be effective from and after the beginning of the Fiscal Year for which the Airport Budget is adopted.

C. City Council retains the responsibility and is solely r esponsible for making all final decisions with respect to the Airport Budget.

Midyear Adjustments
If it appears to City during the course of any Fiscal Year, that the budgeted expenses or projected levels of airline activity City used to calculate the rents, fees, and charges set forth in the Rates and Fees Schedule are likely to vary by more than ten percent (10%) from actual results, City may make adjustments to such Item 1M - Page 56
Section 6.04
Airport Use and Lease Agreement – Final Dated October 24, 2022 46 rents, fees, and charges at midyear. City shall provide Airline with at least thirty (30) days' advance written notice of any adjustments to be made under this paragraph, which shall include accompanying budget variances and calculations to demonstrate the need for adjustment and resulting change in rates, fees, and charges. Any such mid-year adjustment will be effective the first day of the month following the notification period.

Settlement
As soon as possible following the completion of the City’s annual independent financial audit, City shall furnish Airline with an accounting of the costs and expenses actually incurred, actual allocations for direct and indirect expenses, revenues and other credits actually realized (reconciled to the annual independent financial audit of the City) , and actual Enplaned Passengers and Landed Weight during such Fiscal Year with respect to each of the components of the calculation of the various rates, fees, and charges identified in Exhibit D and shall recalculate the rates, fees, and charges required for the Fiscal Year based on those actual costs and revenues.

In the event that Airline’s rentals, fees, and charges billed and paid during the prior Fiscal Year were more than the amount of Airline’s rentals, fees, and charges required (as recalculated based on actual costs and revenues), such excess amount shall be paid in a lump sum by City to Airline within sixty (60) days of the calculation of such final settlement.

In the event that Airline’s rentals, fees, and charges billed and paid during the prior Fiscal Year were less than the amount of Airline’s rentals, f ees, and charges required (as recalculated based on actual costs and revenues), such deficiency shall be billed to Airline and payable by Airline within sixty (60) days of the date of invoice.

Airport Revenue Sharing.

Beginning with Fiscal Year 2024 and c ontinuing for each Fiscal Year Item 1M - Page 57
Section 6.05
Section 6.06
Airport Use and Lease Agreement – Final Dated October 24, 2022 47 thereafter, in conjunction with calculation of Settlement described in Section 6.05, City will share with the Signatory Airlines a portion of Net Remaining Airport Revenues calculated in accordance with Exhibit D. The Signatory Airlines’ percentage of Revenue Sharing on Net Remaining Airport Revenues will be as follows: Fiscal Year 2024 - Sixty-Five percent (65%); Fiscal Year 2025 - Fifty-Five percent (55%); Fiscal Year 2026 – Forty-Five (45%); Fiscal Year 2027 - Thirty-Five percent ( 35%): and Fiscal Year 202 8 – Thirty-Five percent ( 35%). Should this Agreement be extended in accordance with Section 2.02, t he Signatory Airlines’ percentage of Revenue Sharing on Net Remaining Airport Revenues will be Thirty- Five percent (35%).

Airline’s portion of the Revenue Sharing on Net Remaining Airport Revenues shall be an amount equal to the Airline’s proportionate share of total Signatory Airlines’ Total Enplaned Passengers during a Fiscal Year . City shall prepare statements of adjusted rates for rentals, fees, and charges with the calculation of Revenue Sharing included and transmit the same to Airline for the Fiscal Year for which Airport Revenue Sharing has been calculated. W ithin sixty (60) days of the calculation of such Fiscal Year Settlement, City shall remit a lump sum payment representing Airline’s proportionate share of such Revenue Sharing.

Incorporation of Exhibit D.

Adjustments to rates for rentals, fees, and charges but not the methodology of calculating them shall apply without the necessity of formal amendment of this Agreement. Upon each adjustment pursuant to this Article 6 , a revised Exhibit D- 1 and D -2, showing the calculation of Landing Fee, the BHS Fee, the Loading Bridge Fee, and the Terminal Building rental rates for the applicable Fiscal Year shall be prepared by the City and submitted to Airline. Said exhibit shall then be deemed part of this Agreement without formal amendment thereto.

Item 1M - Page 58
Section 6.07
Airport Use and Lease Agreement – Final Dated October 24, 2022 48

MAINTENANCE, REPAIR, ALTERATIONS AND IMPROVEMENTS
Designation of Maintenance and Operation Responsibilities In addition to the obligations of Airline and City set forth in this Article 7, responsibilities for maintenance, cleaning, and operation of the Airport shall be as set forth in Exhibit E, attached hereto and made a part hereof.

Airline’s Responsibilities
It is understood and agreed that Airline and City shall have the following maintenance and repair obligations:

A. Airline agrees that by commencing occupancy of all Exclusive Use Space and Preferential Use Space assigned to it pursuant to this Agreement, Airline is representing that such space is in good and tenantable condition.

B. Airline shall at its sole expense and in a manner acceptable to the Executive Director:

1. Maintain its Exclusive Use Space in a neat, sanitary, safe, clean, presentable, and orderly condition.

2. Maintain its Preferential Use Space in a neat, clean and orderly condition, free from litter, debris, refuse, petroleum products or grease which result from the activities of its officers, representatives, agents, employees, passengers, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, or suppliers; including the removal of all oil and grease spillage that is attributable to Airline’s aircraft or equipment.

3. Perform ordinary preventive maintenance and upkeep and nonstructural repair of all facilities located in Exclusive Use Space that is not in Public View.

Item 1M - Page 59
Article 7.

Section 7.01
Section 7.02
Airport Use and Lease Agreement – Final Dated October 24, 2022 49

4. Immediately repair any damage in any other space at the Airport caused by Airline, its officers, representatives, agents, employees, passengers, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, or suppliers.

C. After written notice and an opportunity for Airline to cure, City may, at the sole discretion of the Executive Director, provide any or all of the above delineated maintenance and repair obligations that are not timely performed by Airline and recover its entire cost plus an administrative charge equivalent to no more than fifteen percent (15%) of the entire cost from Airline as Additional Charges.

City’s Responsibilities
A. City, during the term of this Agreement, shall retain FA A Airport Certification in accordance with 14 CFR Part 139 and keep the Airport in reasonably good repair.

B. City shall equip, furnish, and decorate the areas in P ublic View of the Terminal Building except for Airline baggage service offices.

C. City shall provide and supply to Airline’s Exclusi ve Use Space heat, electricity, air conditioning, wastewater disposal, water, pest control and access to trash and recycling receptacles. Interruptions of services shall not constitute a Default by City or an Event of Default hereunder, but City shall use its best efforts to restore such service after interruption.

D. City shall provide and supply to the areas in P ublic View of the Terminal Building heat, electricity, light, air conditioning, wastewater disposal, water, and janitorial services, including trash removal and recycling receptacles .

Interruptions of services shall not constitute a breach of this Agreement by City , but City shall use its best efforts to restore such service after interruption.

E. The undertakings by City under this Section 7.03 do not relieve Airline Item 1M - Page 60
Section 7.03
Airport Use and Lease Agreement – Final Dated October 24, 2022 50 of its duties to maintain all Airline Premises (as set forth in this Agreement, including Exhibit E) and to use Joint Use Space with due care.

City’s Right to Inspect and Make Repairs
City, by its officers, employees, agents, contractors, subcontractors and other representatives, shall have the right , at such times as may be reasonable under the circumstances , and after reasonable notice (except in the case of an emergency) to enter Airline’ s Exclusive Use Space, Preferential Use Space and Joint Use Space for the following purposes:

A. To inspect such space to determine whether Airline has complied and is complying with the terms and conditions of this Agreement.

B. To exercise its governmental functions relating to the public health, safety, good conduct and the proper management of the Airport.

C. To accomplish repairs or replacements by City required of City by Section 7.03, or in any case where Airline is obligated to make repairs or replacements and has failed to do so, after reasonable notice, make such repairs or replacements on Airline’s behalf.

D. In the exercise of City’s right to inspect, no such entry by or on behalf of City upon any Exclusive Use Space, Preferential Use Space and Joint Use Space leased to Airline shall be deemed to constitute an interference with the possession and quiet enjoyment thereof by Airline.

A lterations and Improvements
A. No improvements, alterations or additions including, but not limited to, repainting, redecorating, and re -carpeting shall be made in or about Airline’s Exclusive Use and Preferential Use Space by Airline without first obtaining written consent of City. All such improvements, structure, alterations, additions and work shall be in full accordance with all written conditions prescribed by the City. Prior to the construction of any improvements, Airline shall submit to City for review and Item 1M - Page 61
Section 7.04
Section 7.05
Airport Use and Lease Agreement – Final Dated October 24, 2022 51 approval, the plans of such improvements, including the color of all paint and carpet. Such plans shall conform to the general architectural scheme and overall plans adopted by the City for the Terminal Building.

B. Upon approval by the City of Airline’s plans as required in Section

7.05A, Airline shall cause the construction called for by said plans to be commenced and completed with reasonable dispatch. Upon completion of any improvement, Airline shall furnish to City, at no charge, a complete set of working drawings of the improvement as constructed in a form and manner required by City.

C. All improvements, alterations, or additions constructed by Airline in the Airline’s Premises, including the plans and specification therefor, shall conform in all respects to the applicable statutes, ordinances, building code, rules and regulations of the City of Palm Springs and such other governmental authority as may have jurisdiction at the Airport. City’s approval, as provided for in this Section

7.05, shall not constitute a representation or warranty as to such conformity which shall remain Airline’s responsibility. Airline, at its own cost and expense, shall procure all permits necessary for such construction.

D. All renovation or construction by Airline pursuant to this Section 7.05 shall be at Airline’s sole cost and expense. Airline shall keep its Airline Premises, and the improvements constructed thereon, free and clear of all liens and shall pay all costs for labor and material arising out of such construction and shall hold City harmless from any liability in respect thereto. Airline shall have the right to contest any and all liens filed against its Airline Premises. Airline further agrees that City shall have the right to post notices of non- responsibility as provided by Sections 3094 and 3129 of the Civil Code of the State of California.

E. Airline shall make no structural alterations to the roof, walls, or floors of any permanent structures in which Airline’s Premises are located without first obtaining City’s written consent.

Item 1M - Page 62
Airport Use and Lease Agreement – Final Dated October 24, 2022 52 F. Any and all improvements, alterations, or additions erected or installed by Airline upon the Airline’s Premises shall become a part of the land on which they are erected and title thereto shall thereupon vest in City upon the expiration or sooner termination of this Agreement.

G. Airline shall be financially responsible for, and shall indemnify and hold City harmless from, damage to the Terminal Building caused by Airline, its officers, representatives, agents, employees, passengers, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, or suppliers . In the event that Airline fails to timely repair any such damage, the City, after reasonable written notice to Airline, may repair such damage on Airline’ s behalf, and the City may recover its entire cost plus a reasonable administrative charge (not to exceed fifteen percent (15%) of the entire cost) from Airline as Additional Charges.

H. Airline acknowledges Airline’s Premises are located within a public building and, as such, any improvements, alterations, or additions constructed by Airline may be subject to payment of prevailing wage under the provisions of the California Labor Code. To the extent any such work is subject to prevailing w age requirements, the following shall apply:

1. Airline shall and shall cause its contractors and subcontractors to pay prevailing wages in the construction of any such improvements, alterations or additions as those wages are determined pursuant to Labor Code Sections 1720 et seq.; to employ apprentices as required by Labor Code Sections 1777.5 et seq.; and comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810- 1815 and the implementing regulations of the Department of Industrial Relations (the “DIR”) for all such Labor Code sections.

2. Airline shall indemnify, hold harmless and defend to the extent permitted by law, City, its councilmembers, commissioners, officials, employees, and agents, against any claim for damages, compensation, Item 1M - Page 63
Airport Use and Lease Agreement – Final Dated October 24, 2022 53 fines, penalties, or other amounts arising out of the failure or alleged failure of Airline, or its consultants, subconsultants, contractors or subcontractors to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., to hire apprentices in accordance with Labor Code Sections 1777.5 et seq., or to comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810-1815 and the implementing regulations of the DIR in connection with any improvements, alterations, or additions constructed by Airline. The provisions of this Section shall survive termination of this Agreement.

Item 1M - Page 64
Airport Use and Lease Agreement – Final Dated October 24, 2022 54

DAMAGE OR DESTRUCTION, INSURANCE, INDEMNIFICATION AND

RELEASE OF LIABILITY
Damage or Destruction
A. Should the Exclusive Use Space, Preferential Use Space or Joint Use Space, or any portions thereof, or buildings or structures of which such space may be a part, are damaged by fire or other casualty, City shall notify Airline whether the space shall be repaired as soon as practicable. If the space is to be repaired, it shall be repaired with due diligence by City, and the rental allocable to the particular building, rooms, or other portion of the space rendered untenantable, for the period from the occurrence of the damage to the Substantial Completion of the repairs, shall be abated, provided that, if the damage or destruction was caused by Airline’s acts or omissions, such rental shall not be abated. City shall use its commercially reasonable efforts to provide Airline with temporary, comparable, substitute space, if available, at rental rates not to exceed those set forth in Exhibit D, until such time as the repairs are substantially completed provided; however, that if the remaining space under this Agreement and any temporary, substitute space will not allow Airline to conduct its operations, Airline may terminate this Agreement upon at least seven (7) calendar days’ written notice to City.

B. T he rentals payable hereunder with respect to Exclusive Use Space, Preferential Use Space or Joint Use Space shall be paid up to the time of such damage and shall thereafter be abated equitably in proportion as the part of the area rendered untenantable bears to total Airline Premises until such time as such affected Airline Premises shall be restored adequately for A irline's use; provided, however, that if this Agreement is terminated the rentals will be payable only to the date of said termination.

C. If Cit y fails to notify Airline of its decision to repair within sixty (60) calendar days after the damage described above occurs, City shall be deemed to have elected not to repair the damage, and Airline may terminate the provisions of the Agreement as to the space damaged or destroyed only, and such termination Item 1M - Page 65
Article 8.

Section 8.01
Airport Use and Lease Agreement – Final Dated October 24, 2022 55 as to such space is to be effective as of the date of the damage.

Insurance
A. By use and occupancy of space on Airport Premises, Airline understands and agrees that it shall, at its expense purchase and maintain or cause to maintain in force the following insurance coverage for itself and its officers, agents, employees passengers, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees and suppliers. Airline shall maintain in full force and effect the forms of insurance specified under this Section 8.02.

All such insurance hereunder shall be maintained with insurance underwriters who have a Best’s Key Rating Guide/Property-Casualty/United States or www.ambest.com or an equivalent financial strength rating from the S&P, Moody’s, or Fitch.

All liability insurance policies shall provide coverage which includes, or has the same substantive effect as, the following wording:

1. The City of Palm Springs, its governing Board and each of its officers, directors, officials, employees, and authorized agents and volunteers, (collectively, “ City Additional Insureds”), in their respective capacities as such, shall be included as additional insureds hereunder as respects to liability caused, in whole or in part, by the acts or omissions of Airline, or the acts or omissions of those acting on behalf of Airline; or premises owned, occupied or used by Airline in conjunction with work or services provided by Airline to the extent of the named insured’s obligations under its Agreement with the City of Palm Springs.

Such required liability policy shall contain a Severability of Interest (Cross Liability) clause which states “It is agreed that the insurance afforded by these policies shall apply separately to each insured against whom a claim is made or a suit is brought with respect to the limits of the Airline’s liability.

Item 1M - Page 66
Section 8.02
Airport Use and Lease Agreement – Final Dated October 24, 2022 56

2. It is agreed that this insurance policy shall apply as primary and any insurance or self-insurance as may be maintained by the City of Palm Springs , its governing Board, officers, directors, officials, employees, and authorized agents and volunteers shall apply in excess of and shall not contribute with insurance provided by this policy.

3. This insurance shall not be materially changed, altered, canceled or non-renewed until after thirty (30) days advance written notice has been given to the City of Palm Springs except that only ten (10) day notice shall be required in the event of cancellation due to non-payment of premium.

Prior to the effective date of this Agreement, Airline shall furnish City with evidence of all insurance policies. Prior to the expiration of any then-current policy of insurance, Airline shall deliver to City evidence showing that such insurance coverage has been renewed. At least five (5) calendar days prior to the date of cancellation or reduction of coverage, as received in the written notice from the insurer, Airline shall deliver to the Executive Director evidence showing reinstatement or other provision for the required insurance.

All such evidence shall be in the form of certificates of insurance reasonably satisfactory to the Executive Director , accompanied by a copy of an endorsement , if applicable , to each policy containing the language required by Section 8.02(A) and, if applicable, cross liability coverage shall be in the following amounts:

B. Aircraft liability insurance and comprehensive form airline liability or airport liability insurance, covering bodily injury, personal injury, property damage, products/completed operations liability, premise liability, and contractual liability specifying this Agreement, with a liability limit of not less than three hundred million dollars ($300,000,000) combined single limit per occurrence. Said limit shall be reduced to $150,000,000 where Airline’s maximum seating capacity on any Item 1M - Page 67
Airport Use and Lease Agreement – Final Dated October 24, 2022 57 airplane operated by Airline is thirty (30) or less. With respect to coverage for products/completed operations and personal injury, except with respect to passengers, a sublimit of not less than twenty five million dollars ($25,000,000) per occurrence, and in the annual aggregate, shall be permitted. Said aircraft liability shall be applicable to owned, non-owned, and hired aircraft.

C. Automobile liability insurance with a liability limit of not less than five million dollars ($5,000,000) for all owned, non-owned, and hired vehicles operated by or on behalf of Airline on the Airport, including any additional or replacement vehicles.

D. Liquor liability insurance for Airline serving alcoholic beverages in an amount not less than ten million dollars ($10,000,000) per occurrence.

E. Employer’s liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence.

F. Airline shall likewise maintain workers ’ compensation insurance or evidence of self-insurance, if applicable, in accordance with the laws of the State of California, covering all its employees who may from time to time be at the Airport in such capacity. Airline shall require each of its agents, licensees, subcontractors, and suppliers of t he Airline P remises to maintain such workers ’ compensation insurance covering their employees coming on the Airport in connection with Airline’s operations hereunder. The workers’ compensation policy(s) required hereunder shall be endorsed to state that the workers’ compensation carrier waives its right of subrogation against the City of Palm Springs, its governing Board, officers, directors, officials, employees, and authorized agents and volunteers. Upon request by the Executive Director , Airline shall furnish the Executive Director with a certificate of insurance of such workers ’ compensation insurance in a form reasonably acceptable to City.

G. Environmental Impairment Liability insurance with a limit of not less than five million dollars ($5,000,000) including coverage for Third Party Pollution Item 1M - Page 68
Airport Use and Lease Agreement – Final Dated October 24, 2022 58 Liability, Remediation coverage, and offsite cleanup. Satisfaction of the requirement for Environmental Impairment Liability may b e made by securing a policy of insurance for this coverage or providing to the City a letter on company letterhead stating that Airline is self -insured for this coverage. If a policy of insurance is secured to meet this insurance requirement, the City of Palm Springs, its governing Board, officers, directors, officials, employees, and authorized agents and volunteers (collectively, “ City Additional Insureds”) shall be included as Additional Insureds.

H. The parties understand and agree that the mi nimum limits of the insurance herein required may become inadequate during the term of this Agreement, and Airline and City agree that each will increase such minimum limits by reasonable amounts on request of the Executive Director with concurrence of City Risk Manager.

I. If at any time Airline fails to obtain or maintain in force the insurance required herein, such failure shall constitute an incurable Default permitting City, at its option, to immediately terminate this Agreement and take possession upon giving the notice specified in Article 14, but without giving any prior notice of Default pursuant to Article 14, and City shall have all available remedies specified in Article 14 or permitted by law. Under this provisions, City does not have to wait until the expiration of the fifteen (15) day notice period as stated in Article 14 , but upon providing written notification, can immediately take possession and terminate the Agreement.

J. If any claim for damages is filed with Airline or if any lawsuit is instituted against Airline, Airline shall give prompt and timely notice thereof to the Executive Director, provided that claims and lawsuits subject to such notice are only those that arise out of or are in any way connected with Airline’s or its officers ’, representatives’, agents’, employees’, passengers’, guests’, patrons’, contractors’, subcontractors’', licensees’, subtenants’, invitees’, or suppliers’ use of the Airline Premises or Airline's operations or activities in regard to the Airport and that in any Item 1M - Page 69
Airport Use and Lease Agreement – Final Dated October 24, 2022 59 way, directly or indirectly, contingently or otherwise, affect or might reasonably affect City. Notice shall be deemed prompt and timely if given within thirty (30) calendar days following the date of receipt of a claim or ten (10) calendar days following the date of service of process of a lawsuit. Accident or property damage claims in an amount less than ten thousand dollars ($10 ,000) shall be excluded from the requirements of this Section 8.02(J).

K. If any claim for damages is filed with City or if any lawsuit is instituted against City, City shall give prompt and timely notice thereof to Airline, provided that claims and lawsuits subject to such notice are only those that arise out of or are in any way connected with the operation of the Airport by City and that in any way, directly or indirectly, contingently or otherwise, affect or might reasonably affect Airline. Notice shall be deemed prompt and timely if given within thirty (30) calendar days following the date of receipt of a claim or ten (10) calendar days following the date of service of process of a lawsuit. Accident or property damage claims in an amount less than ten thousand dollars ($10 ,000) shall be excluded from the requirements of this Section 8.02(K).

L. In the event Airline chooses to provide self-insurance in order to satisfy any requirements of this Section, self -insurance retentions must be declared to and approved by the City. The City may require the Airline to purchase coverage with a lower retention or provide proof of liability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Any and all deductibles and SIRs shall be the sole responsibility of Airline and shall not apply to the City Additional Insureds.

Indemnification
To the fullest extent permitted by law, Airline shall indemnify, defend and hold harmless the City of Palm Springs, its governing Board, officers, directors, officials, employees, and authorized volunteers and agents, (collectively “Indemnified Parties”), from and against any and all claims, demands, actions, losses, liabilities, damages, and all expenses and costs incidental thereto Item 1M - Page 70
Section 8.03
Airport Use and Lease Agreement – Final Dated October 24, 2022 60 (collectively “Claims”), including cost of defense, se ttlement, arbitration, and reasonable attorneys’ fees, sustained by any person or to any property in, on, or about the Airport, or Airline Premises used or occupied by Airline for Airline’s operations or activities resulting from injuries to or death of persons, including but not limited to employees of either party hereto, and damage to or destruction of property or loss of use thereof, including but not limited to the property of either party hereto, arising out of, pertaining to, or resulting from the acts or omissions of the Airline, its officers, directors, officials, employees, volunteers, agents, representatives, contractors, subcontractors invitees, passengers, guests, subtenants and suppliers, excepting only such injury, death or damage to the extent it is caused by the negligence of one or more of the Indemnified Parties.

Airline shall not be liable for any Claims arising from the sole negligence or willful misconduct of one or more of the Indemnified Parties where such indemnification would be invalid under Section 2782 of the Civil Code
This indemnity shall not be limited by the types and amounts of insurance or self-insurance maintained by the Airline.

Nothing in this Indemnity shall be construed to create any duty to, any standard of care with reference to, or any liability or obligation, contractual or otherwise, to any third party.

The provisions of this i ndemnity shall survive the termination or expiration of this Agreement.

Release of Liability Regarding Certain Damages
A. City shall not be liable for, and is hereby released from, all liability to Airline, Airline’s insurance carrier, or anyone claiming under or through Airline for bodily injury or any loss or damage to real or personal property occasioned by flood, fire, earthquake, lightning, windstorm, hail, explosion, terrorism, riot, strike, civil commotion, military confrontation, smoke, vandalism, malicious mischief, acts of civil disobedience, acts of civil authority, forfeiture, or any other cause beyond City’s Item 1M - Page 71
Section 8.04
Airport Use and Lease Agreement – Final Dated October 24, 2022 61 control.

B. City shall not be liable for, and is hereby released from al l liability to Airline, Airline’s insurance carrier, or anyone claiming under or through Airline for any loss or damage whatsoever to the property or effects of Airline resulting from the discharge of water or other substances from pipes, sprinklers, or conduits, containers or appurtenances thereof or fixtures thereto, or for any damage resulting from the discharge or failure of electric current, regardless of cause or origin, except for such damage as may be caused by reason of the negligence of City, its employees or agents.

Item 1M - Page 72
Airport Use and Lease Agreement – Final Dated October 24, 2022 62

ENVIRONMENTAL COMPLIANCE
Definitions
The following definitions shall apply as used in this Article:

A. “ Environmental Laws” shall mean all present and future federal, state, and local statutes, regulations, ordinances, permits, codes, orders, limitations, restrictions, or prohibitions of any governmental authority, including City codes and orders, relative to the occupancy and use of the Airline Premises , the Airport and Airfield Area regarding the environment, including, without limitation, Pollutants, wetlands, waters of the United States, areas inhabited by Endangered, Threatened, or Sensitive Species, the protection of the environment, public health, welfare or safety, including, without limitation, those related to Pollutants (as such terms are defined herein).

B. “ Endangered, Threatened and Sensitive Species” shall mean any flora or fauna identified by the provisions of the California Endangered Species Act (California Fish and Game Code §2050, et seq.), the Federal Endangered Species Act (16 U.S.C. §§1531-1543), and the Federal Migratory Bird Treaty Act (16 U.S.C. §§703-712) on the Airport.

C. “ Hazardous Material” shall mean any substance whether solid, liquid, or gaseous in nature:

1. the presence of which requires investigation or remediation under any federal, state or local statute, regulation, ordinance, order or common law; or

2. which is or becomes defined as a hazardous waste, hazardous substance, pollutant or contaminant under any federal, state, or local statute, regulation, rule, or ordinance, or amendments thereto, including, without limitation, the following: (a) Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§9601-9675); (b) Item 1M - Page 73
Article 9.

Section 9.01
Airport Use and Lease Agreement – Final Dated October 24, 2022 63 Resource Conservation and Recovery Act (42 U.S.C. §§6901-6992); (c) Clean Air Act (42 U.S.C. §§7401-7642); (d) Clean Water Act (33 U.S.C. §§1251-1387); (e) state and federal regulations relating to storm water discharges, including without limitation, 40 CFR Part 122; or

3. the presence of which on the Airport causes or threatens to cause a nuisance upon the Airport or to adjacent properties or poses or threatens to pose a hazard to the health or safety of persons on or about the Airport; or

4. without limitation, which contains gasoline, diesel fuel, other petroleum hydrocarbons, natural gas, liquids, polychlorinated biphenyls (PCBs), asbestos, or lead-based paint; or

5. defined as a “Hazardous Waste” or “Extremely Hazardous Waste” or “Restricted Hazardous Waste” under Sections 25115, 15117 or 25122.7 or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); or

6. defined as a “Hazardous Substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter- Presley-Tanner Hazardous Substance Account Act); or

7. defined as a “Hazardous Materials” or “Hazardous Substance” or “Hazardous Waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); or

8. defined as a “Hazardous Substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); or

9. including petroleum; or
Item 1M - Page 74
Airport Use and Lease Agreement – Final Dated October 24, 2022 64

10. including asbestos; or

11. listed under this Article 9 or defined as “Hazardous Wastes” or “Extremely Hazardous” pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20; or

12. designated as a “Hazardous Waste” pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317); or

13. defined as a “Hazardous Waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903); or

14. defined as a “Hazardous Substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601).

D. “ Process Water” shall mean water which contains Hazardous Material or Solid Waste from any point or non-point source subject to the Clean Water Act, amendments thereto, and regulations promulgated pursuant thereto, including without limitation, requirements of the National Pollution Discharge Elimination System Program and the State of California Porter-Cologne Water Quality Control Act.

E. “ Pollutants” shall mean Hazardous Materials, Solid Wastes, and Process Waters (as such terms are defined herein).

F. “ Release” shall mean any depositing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment, regardless of intent.

G. “ Solid Waste” shall have the same meaning as in the Resource Conservation and Recovery Act and shall include sewage.

Item 1M - Page 75
Airport Use and Lease Agreement – Final Dated October 24, 2022 65 Duty to Comply with Environmental Laws
Airline shall, relative to its occupancy and use of the Airline Premises , the Airport, and the Airfield Area, comply with all Environmental Laws.

Liability and Responsibility for Corrective Action
Airline shall be liable and responsible for any Release of Pollutants arising out of the Airline’s occupancy or use of the Airline Premises, or Airport, or Airfield Area, which is caused by Airline, or its employees, agents, representatives, or Affiliates (hereinafter “Airline Release”). Liability and responsibility for such Airline Releases shall include, but not be limited to:

A. all immediate actions reasonably necessary under Environment Laws to promptly control any such Airline Release and to mitigate any immediate threat to public health, safety, and the environment resulting from such Airline Release; B. any further repairs or corrective actions, conducted in a timely manner, reasonably necessary under Environmental Laws to remediate the Airline Release and to protect public health, safety, and the environment, and to bring the affected areas on or outside the Airline Premises, or Airport, or Airfield Area into compliance with Environmental Laws and other applicable regulatory requirements; C. damages to persons, property and the Airline Premises , or Airport, or Airfield Area resulting from such Airline Release;
D. all claims resulting from those damages;
E. fines imposed by any governmental agency to the Airline Release, and F. any other liability as provided by law.

If Airline causes, or permits the use or storage of Hazardous Materials resulting in a release of Pollutants on the Air port, then Airline shall indemnify, defend and hold harmless City, its governing Board, officers, directors, officials, Item 1M - Page 76
Section 9.02
Section 9.03
Airport Use and Lease Agreement – Final Dated October 24, 2022 66 employees, and authorized volunteers and agents, (collectively “Indemnified Parties”) from and against, any and all claims, demands, actions, judgments, damages, penalties, fines, costs, liabilities or losses, and all expenses and costs incidental thereto (collectively “Claims”) including cost of defense, settlement, arbitration and reasonable attorneys’ fees, which arise during or after the term of this Agreement as a result of such a Release of Pollutants . This indemnification of City by Airline includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean up, remedial, removal or restoration work required by any Federal, State or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Airport, excepting pre- existing conditions. Without limiting the foregoing, if the presence of any Hazardous Material caused or permitted by Airline results in any Release of Pollutants, Airline shall promptly take all actions at its sole expense as are necessary to render the Airport in compliance with all Environmental Laws; provided that City’s approval of such actions shall first be obtained, which approval shall not be unreasonably conditioned, delayed, or withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Airport. City shall have a direct right of action against Airline to enforce this provision.

Right to Inspect and Test
The City, or its designated representatives, may at any time during the term of this Agreement enter upon the Airline Premises and make any inspections, assessments, investigations, audits, tests or measurements City deems reasonably necessary, including boring into surfaces or the ground, in order to determine if a Release of Pollutants has occurred. City shall give Airline a minimum of forty-eight (48) hours’ notice in writing prior to conducting any inspections or tests, unless, in City’s reasonable judgment, based on significant release of hazardous materials or other emergency situation, circumstances require otherwise, and such tests shall be conducted in a manner so as to minimize any inconvenience and disruption to Airline's operations. If such tests indicat e a Item 1M - Page 77
Section 9.04
Airport Use and Lease Agreement – Final Dated October 24, 2022 67 Release has occurred, then City will confer with the airline to determine the party responsible for such Release. If the Airline is determined to be the responsible party the City may require Airline, at Airline's expense, to have tests for such Pollutants conducted by a qualified party or parties on the Airline Premises , or Airport, or Airfield Area , as required by Environmental Law . If Pollutants that originated from an Airline Release have impacted any area outside the Airline Premises, including but not limited to surface, subsurface, surface water, and groundwater, then City , at City ’s reasonable discretion, may require Airline, at Airline’s expense, to have tests for such Pollutants conducted by a qualified party or parties on said area outside the Airline Premises, or Airport, or Airfield Area as required by Environmental Laws.

Duty to Furnish Information
At the reasonable written request of the City in advance, Airline shall make available for inspection and copying any or all non -privileged substantive documents and materials that Airline possesses associated with Airline’ s operations at or occupancy or use of the Airline Premises , or Airport, or Airfield Area by Airline, including without limitation any and all associated records, test results, studies or other documentation regarding environmental conditions relating to Airline’s use, storage, or treatment of any Hazardous Materials or Solid Wastes or Process Waters.

Immediately upon receipt by Airline (and in no event later than five (5) business days after receipt), Airline shall provide the City with copies of any notice or other document issued to Airline (or any employee, agent, contractor, sub- lessee, or any other third party under Airline’ s direction or control) by any governmental agency alleging non -compliance or investigating potential non- compliance with any Environmental Laws (i) arising out of the occupancy or use of the Airline Premises, or Airport, or Airfield Area by Airline, or (ii) at the Airport and alleged to have arisen in whole or in part from Airline operations, activities, actions or omissions of Airline or third parties under Airline’s direction or control.

Item 1M - Page 78
Section 9.05
Airport Use and Lease Agreement – Final Dated October 24, 2022 68 At the request of the City (but in no event more than thirty (30) days after such request), the Airline shall provide the results of any tests conducted by Airline or Airline’s qualified party at the Airline Premises , the Airport o r Airfield Area, including but not be limited to, comprehensive soil, emission, material, Process Water, surface water or groundwater sampling and testing or other procedures to determine any actual or possible Release of Pollutants.

Airline shall report such known or identified Releases to City within seventy- two (72) hours. If (i) such Releases are determined to be an Airline Release, and (ii) necessary to determine compliance with Environmental Laws, Airline shall diligently proceed to identify the horizontal and vertical extent of the Release, how it will be controlled or mitigated or remediated as required by Environmental Law(s), when and by whom it will be controlled or mitigated or remediated, and the cost of such corrective actions. By way of clarification, the above requirements shall not apply to the extent that a Release of Pollutants.

If Airline provides privileged or confidential materials to City, City agrees to not disclose such materials unless required by law. To the extent that the Airline is subject to disclosure requirements under the California Public Records Act (Govt.

Code § 6250 – 6276.48) or other federal, state, and local public record laws (collectively, “the Disclosure Laws”), the following additional terms apply:

In the event the City receives a request for disclosure of such information or disclosure under the Disclosure Laws, then City will provide Airline with reasonable prior notice, and in no case less than ten (10) days’ notice, of the request prior to disclosing the information or documentation. If Airline claims the information or documentation is exempt from disclosure under the Disclosure Laws, it must obtain a protective order, injunctive order, or other appropriate remedy from a California court of law before the City ’s deadline for responding to the request. If Airline fails to obtain such judicial relief within that time, the City may disclose the requested information without any penalty or liability to Airline.

Item 1M - Page 79
Airport Use and Lease Agreement – Final Dated October 24, 2022 69 Term of Environmental Provisions
The provisions of this Article, including the representations, warranties, covenants and indemnities of Airline, shall expressly survive termination of this Agreement and Airline’s obligations and liabilities under this Article shall continue so long as City bears any liability or responsibility under the Environmental Laws arising from Airline’s occupancy or use of the Airline Premises, or Airport, or Airfield Area during the term of this Agreement.

Sustainability
Airline shall, relative to its occupancy and use of the Airline Premises , the Airport, and the Airfield Area, comply with all Environmental Laws, and where appropriate, will work collaboratively with the City to help meet the City’s sustainability initiatives.

Item 1M - Page 80
Section 9.06
Section 9.07
Airport Use and Lease Agreement – Final Dated October 24, 2022 70

ASSIGNMENT, SUBLEASE, REASSIGNMENT, MERGER,

BANKRUPTCY
Assignment and Sublease
Airline shall not at any time sublet, assign, transfer, convey, mortgage, pledge, or encumber its interest under this Agreement, or any part of t he leased space, to any party other than a wholly owned subsidiary of Airline, to any Airline Transportation Company under the same control as the parent company of Airline, or corporation with which Airline may merge or consolidate, without prior written approval of the City. Any such attempt to sublet, assign, or transfer in violation of the provisions hereof shall be null and void and considered a D efault hereunder.

No sublease, assignment, transfer, conveyance, mortgage, pledge or encumbrance by Airline shall relieve Airline of its primary responsibility for all payments and performance of all other obligations required of Airline by this Agreement. Consent by City to any type of sublease, assignment, transfer, conveyance, mortgage, pledge or encumbrance shall not in any way be construed to relieve Airline from obtaining further consent for any subsequent sublease, assignment, transfer, conveyance, mortgage, pledge or encumbrance of any nature whatsoever.

Remedies Under Federal Bankruptcy Laws
Notwithstanding the foregoing, upon the filing by or against Airline of any proceeding under Federal bankruptcy laws, if Airline has defaulted in the performance of any provision of this Agreement within the six (6) months preceding such filing, City shall have the right to cancel this Agreement, in addition to other remedies provided under provisions of the Federal Bankruptcy Rules and Regulations and Federal Judgeship Act of 1984, as such may be subsequently amended, supplemented, or replaced. Such cancellation shall be by written notice to Airline within sixty (60) days from the date of Airline’s initial filing in bankruptcy court.

Item 1M - Page 81
Article 10.

Section 10.01
Section 10.02
Airport Use and Lease Agreement – Final Dated October 24, 2022 71

CONDEMNATION
A. In the event the entire Airline Premises shall be appropriated or taken under the power of eminent domain by any public or quasi -public authority, this Agreement shall terminate and expire as of the date of such taking, and City and Airline shall each thereupon be released from any liability thereafter accruing hereunder.

B. In the event more than twenty percent (20%) of the square footage of the Airline Premises is taken under the power of eminent domain by any public or quasi-public authority, or if by reason of any appropriation or taking, regardless of the amount so taken, the remainder of the Airline Premises is not useable for Air Transportation, either City or Airline shall have the right to terminate this Agreement as of the date Airline is required to vacate a portion of the Airline Premises, upon giving notice in writing of such election within thirty (30) days after receipt by Airline from City of written notice that said Airline Premises have been so appropriated or taken. City agrees immediately after learning of any appropriation or taking to give to Airline notice in writing thereof.

C. If this Agreement is terminated in either manner herein above provided, City shall be entitled to the entire award or compensation in such proceedings. Airline’s right to receive compensation or damages for its fixtures and personal property shall not be affected in any manner hereby.

D. If both City and Airline elect not to so terminate this Agreement, or if neither has the right to so terminate this Agreement following any such taking, then in either such event City agrees, at City’s cost and expense, to the extent of any severance damages attributable to damages to the Airline Premises available to City, to as soon as reasonably possible restore the Airline Premises on the land remaining to a complete unit of like quality and character as existed prior to such appropriation or taking.

E. For the purposes of this Section, a voluntary sale or conveyance in lieu Item 1M - Page 82
Article 11.

Airport Use and Lease Agreement – Final Dated October 24, 2022 72 of condemnation shall be deemed an appropriation or taking under the power of eminent domain. Airline hereby waives any statutory rights of termination which may arise by reason of any partial taking of the Airline Premises under the power of eminent domain.

Item 1M - Page 83
Airport Use and Lease Agreement – Final Dated October 24, 2022 73

RULES AND REGULATIONS, COMPLIANCE WITH LAW,

NONDISCRIMINATION
Covenant Against Discrimination.

A. In connection with its performance under this Agreement, Airline agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”), be excluded from participating in any activity conducted with or benefiting from Federal assistance. If Airline transfers its obligation to another, the transferee is obligated in the same manner as the Airline.

This provision obligates the Airline for the period during which the Airline, or its successor, operates at the Airport and the City remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

B. Airline shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Airline certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Airline activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Airline is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in City contracting.

C. Airline further represents and warrants to City that as a condition of the use of Airport services and facilities, Airline shall comply with all applicable Item 1M - Page 84
Article 12.

Section 12.01
Airport Use and Lease Agreement – Final Dated October 24, 2022 74 provisions of the Federal Nondiscrimination requirements set forth in Exhibit H.

Airport Rules and Regulations
A. City, in its governmental capacity, has adopted and will enforce the Airport Rules and Regulations which are the laws, rules, regulations, policies, and other written guidance documents respecting the occupancy and use of the Airport, its services, and facilities by persons, vehicles, aircraft, and equipment that in the City’s opinion will reasonably ensure the safe, efficient, and economically practicable operation of the Airport and provide for the safety and convenience of those using the Airport, and to protect the Airport and its facilities and the public from damage or injury resulting from operations on, into, and from the Airport.

B. Airline shall observe and obey all Airport Rules and Regulations. City agrees that its Airport Rules and Regulations shall not be inconsistent with the express terms of this Agreement or any law, regulation or directive of the FAA or of any other federal or State agency. Copies of the Airport Rules and Regulations, as promulgated, shall be made available to Airline’s local manager by the Executive Director . City shall provide Airline with reasonable notice prior to adoption of any new or amended Rules or Regulations in order to provide A irline with the opportunity to comment on same prior to adoption. Airline, upon written request to the Executive Director, shall be furnished (at the notice address provided herein and to Airline's on-Airport manager) a current version of any such Airport rules or regulations and any amendments thereto.

C. Airline shall take all reasonably necessary steps to ensure that its officers, agents, employees, representatives, contractors, subcontractors, licensees or invitees fully comply with all Airport Rules and Regulations.

D. City shall prescribe penalties and injunctive remedies for violations of the Airport Rules and Regulations, and these penalties and injunctive remedies may be applied by the Executive Director to Airline for violations by any of Airline's officers, representatives, agents, employees, passengers, guests, patrons, Item 1M - Page 85
Section 12.02
Airport Use and Lease Agreement – Final Dated October 24, 2022 75 contractors, subcontractors, licensees, subtenants, invitees, or suppliers.

Compliance with Law
Airline shall not, in connection with any of its activities or operatio ns, use any of the Airport’s facilities or permit the same to be used by any of its officers, representatives, agents, employees, contractors, subcontractors, licensees, subtenants, invitees, or suppliers for any illegal purpose and shall:

A. Comply with all applicable ordinances, laws, and rules and regulations of any city, City, state, federal government or agency that has jurisdiction to pass laws or ordinances or to make and enforce rules and regulations governing conduct on and operations at the Airport and the use of its facilities.

B. Strictly comply with existing or future Department of Homeland Security – TSA rules, regulations or requirements, including but not limited to the TSA approved Airport Security Program , 49 CFR Part 1542, directives issued by the Executive Director relating to Airport security, or other regulations concerning Airport security
C. Make, at its own expense, all nonstructural improvements, repairs and alterations to its Exclusive Use Space, Preferential Use Space, equipment, and personal property that are required to comply with or conform to any of such laws, ordinances, and the rules and regulations referred to in Section 12.02.

D. Reimburse City for a pro rata portion of all nonstructural improvements, repairs and alterations that are required to comply with or conform to any of such laws, ordinances and r ules and regulations referred to in Section

12.02. E. Be and remain an independent contractor with respect to all installations, construction and services performed hereunder by or at the request of City.

Item 1M - Page 86
Section 12.03
Airport Use and Lease Agreement – Final Dated October 24, 2022 76 Amendment Required by FAA
This Agreement may be amended without further consideration for the purpose of complying with FAA requirements.

Assurances Required By FAA
Airline will, at all times during this Agreement, comply with the applicable provisions of the FAA’s “Airport Sponsor Assurances” (Assurances) and any subsequent revisions, updates, or amendments thereto. City is not responsible for notifying Airline of any changes to the Assurances. Airline is required to contact the FAA for any updates or revisions. The Airline shall include compliance with these Assurances in all other agreements it enters into with third parties, pertaining to, referencing or otherwise related to activities regarding the Airline Premises. The Assurances document is available on the FAA’s website.
14 CFR Part 382 Boarding Assistance for Aircraft Compliance Airline, when required by 14 CFR P art 382 or any other laws, rules or applicable regulations now or hereafter adopted by federal or state governments, shall provide certain facilities for the movement of passengers with disabilities while enplaning and deplaning its aircraft. To the extent required by law, Airline shall be responsible for acquiring or making arrangements for the use of boarding assistance devices, when applicable, for its aircraft. Airline shall ensure that all lifts and other accessibility equipment used by it are maintained in proper working condition. Airline shall ensure that those personnel involved in providing boarding assistance through the use of lifts or other accessibility equipment are properly trained in the use and operation of the devices and appropriate boarding assistance procedures that safeguard the safety and dignity of passengers.

Airline shall have the right, on a non- exclusive, non-preferential basis with other authorized users thereof, to provide such assistance by utilizing any City- owned passenger loading ramp in conjunction with its Air Transportation Business at the Airport. A irline shall be solely responsible for providing the personnel Item 1M - Page 87
Section 12.04
Section 12.05
Section 12.06
Airport Use and Lease Agreement – Final Dated October 24, 2022 77 necessary to operate the apparatus. A irline’s personnel shall operate such City- owned apparatus in conformance with all written operating instructions and recommendations promulgated by the manufactur er of the apparatus and shall store the apparatus in a parking location approved by the City. The City shall be responsible for the maintenance and repair of any City-owned apparatus; provided however: (a) City may include the costs associated with such maintenance and repair in the Airfield Cost Center; and (b) Airline shall be obligated to reimburse City for the cost of all repairs necessitated by Airline’s negligent operation of the apparatus, or operation of the apparatus by the Airline contrary to manufacturer’s written instructions and recommendations. Airline shall hold City and its employees and officers harmless from, and indemnify against, any claims for personal injury, property damage, or consequential losses, subject to policy terms, conditions, limitations and exclusions, that might be brought by Airline, and of Airline’s officers, directors, agents, representatives, or employees, or by any third party whomsoever, stemming from the A irline’s use or operation of the apparatus; provided, however, that Airline shall not be obligated to hold City , its employees, and officers harmless from, or to indemnify against, any claim based upon the City’s, its employee’s officers , contractors or another Air Transportation Company’s negligence or negligent maintenance or repair of the apparatus.

Item 1M - Page 88
Airport Use and Lease Agreement – Final Dated October 24, 2022 78

AGREEMENT TO NOT GRANT MORE FAVORABLE TERMS
Agreement To Not Grant More Favorable Terms
A. City covenants and agrees not to enter into any lease, contract or any other agreement with any other Air Transportation Company containing substantially more favorable terms than this Agreement, or grant to any tenant engaged in an Air Transportation Business, rights or privileges with respect to the Airport that are not accorded Airline hereunder, unless the same rights, terms and privileges are concurrently made available to Airline B. If any other Air Transportation Company shall undertake any operations at the Airport for the carriage of passengers, baggage, cargo or mail by air, City shall require, such other aircraft operator to execute and deliver an agreement, permit, license, lease or contract with City providing for the same terms as Airline’s Agreement and also for rates, charges and fees substantially similar as City charges Airline including, but not limited to:

1. The payment of Landing Fees at rates and on such other terms and conditions as are not less burdensome on the other Air Transportation Company than those rates or terms and conditions then in effect for Airline.

2. The payment of rentals for aircraft parking and the use of City equipment and for any space leased from City in the Terminal Building at rates not less than those rental rates then payable by Airline for similar facilities.

3. The payment for use by such other Air Transportation Company of all Joint Use Space and operating costs of all baggage handling or other passenger service systems, calculated and billed to such entity as in the case of Airline.

Item 1M - Page 89
Article 13.

Section 13.01
Airport Use and Lease Agreement – Final Dated October 24, 2022 79

DEFAULT AND TERMINATION
Airlines Default and Default Notices
A. The following shall be “Events of Default ” under this Agreement constituting a material breach of the Agreement and the terms “Events of Default” and “Default” shall mean, whenever they are used in this Agreement, any one of the following events:

1. If the rentals and fees, Passenger Facility Charge proceeds or reports required pursuant to 14 CFR Part 158, or other money payments that Airline herein agrees to pay, or any part hereof, shall be unpaid on the date the same becomes due and not cured in accordance with Section 5.10.

2. If Airline files a voluntary petition in bankruptcy, or makes a general assignment for the benefit of creditors, or if Airline is adjudicated as bankrupt.

3. The taking of jurisdiction of Airline or its assets by a court of competent jurisdiction pursuant to proceedings brought under the provisions of any federal reorganization act, or forfeiture.

4. The appointment of a receiver or a trustee of Airline’ s assets by a court of competent jurisdiction or a voluntary agreement with Airline’s creditors, and the same is not removed within ninety (90) calendar days from the date of such appointment.

5. If a custodian is appointed for or takes possession of Airline’s property, other than a trustee receiver or agent who is appointed or authorized to take charge of less than substantially all of Airline’s property for the purpose of enforcing a lien against such property. For this purpose, “custodian” means one of the following:
a. A receiver or trustee of any of Airline’s property, appointed in Item 1M - Page 90
Article 14.

Section 14.01
Airport Use and Lease Agreement – Final Dated October 24, 2022 80 any case or proceeding other than a case or proceeding under the federal Bankruptcy Code, as amended.
b. An assignee under a general assignment for the benefit of Airline’s creditors.
c. A trustee, receiver or agent under applicable law, or under a contract, who is appointed or authorized to take charge of Airline’s property for the purpose of enforcing a lien against such property, or for the purpose of the general administration of such property for the benefit of Airline’s creditors.

6. If any act occurs that permanently deprives Airline of the rights, power and privileges necessary for the proper conduct and operation of its Air Transportation Business.

7. If Airline abandons and fails to use its Exclusive Use Space, or Preferential Use Space for a period of thirty (30) calendar days at any one time, except when such abandonment and cessation are due to fire, earthquake, strike, governmental action, or acts, omissions or Default of City, or any other cause beyond Airline’s control.

8. If Airline uses or permits the use of its Exclusive Use Space, or Preferential Use Space at any time for any purpose for which the use thereof at that time is not authorized by this Agreement, or by a subsequent written agreement between the parties, or permits the use thereof in violation of any law, rule or regulation to which Airline has agreed in this Agreement to perform.

9. If Airline discontinues Air Transportation to the Airport as a consequence of Airline’ s filing a bankruptcy petition, voluntary or involuntary, seeking a reorganization or readjustment of its indebtedness under the federal bankruptcy laws or under any other statute of the United States or any state thereof or being adjudged Item 1M - Page 91
Airport Use and Lease Agreement – Final Dated October 24, 2022 81 bankrupt, Airline shall be deemed to have forfeited its leasehold space.

10. If Airline is in violation of any material provision of this Agreement.

B. Prior to pursuing any remedy for a curable default by Airline, City shall, before pursuing any remedy, give written notice of such Default to Airline and an opportunity to cure the Default . Each notice of Default shall specify the alleged event of Default and the intended remedy.

C. If the alleged Default is nonpayment of rent, fees or other sums to be paid by Airline to City, Airline shall have thirty (30) calendar days after written notice is given to cure the Default. For the cure of any other Default, Airline shall promptly and diligently, after notice, commence curing the Default and shall have thirty (30) calendar days after written notice is given to complete the cure or, in the case of a failure or omission that cannot be cured by the payment of money and cannot be cured within thirty (30) calendar days, such additional time as the parties may agree thereto. If the Default is not curable, City may terminate this Agreement, with reasonable notice of Default, and / or pursue any remedy specified in Section

14.02 or as provided by law.

City’s Remedies
If any Default by Airline shall continue uncured following notice of Default for the period applicable to the Default under the provisions of this Agreement, or if the Default is not curable, City shall have the following remedies:

A. City may, at its election, terminate this Agreement by giving Airline notice of termination. No acts by City other than giving written notice to Airline shall terminate this Agreement. Acts of maintenance and efforts to relet, assign, reassign, allocate, reallocate, or relocate Airline P remises shall not constitute a termination of Airline's right to possession. On the giving of the notice, all Airline’s rights in the Airline Premises and in all improvements shall terminate. Termination under this Section 14.02(A) shall not relieve Airline from the payment of any sum then due City or from any claim for damages previously accrued or then accruing Item 1M - Page 92
Section 14.02
Airport Use and Lease Agreement – Final Dated October 24, 2022 82 against Airline.

B. City may, at its election, reenter Airline Premises by giving Airline notice of such election and, without terminating this Agreement, City may at any time relet Airline Premises and improvements or any parts thereof for the account and in the name of Airline or otherwise. City may execute any agreements made under this provision either in City’s name or in Airline's name and shall be entitled to all rents from the use, operation or occupancy of the Airline P remises or improvements or both. Airline shall nevertheless pay to City , on the due date specified in this Agreement, the equivalent of all sums required of Airline under this Agreement, plus City’s expenses, less the avails of any releting or attornment.

In addition to all other rights and remedies it may have, City shall have all of the rights and remedies of a landlord pursuant to Section 1951.2 and 1951.4 of the California Civil Code:

1. In the event that Airline breaches this Agreement and abandons the Airline Premises before the end of the Term hereof, or if Airline ’s right to possession is terminated by City because of a breach of this Agreement, this Agreement terminates. Upon such termination, the City may recover from Airline:
a. The “worth at the time of award” of the unpaid Rent which had been earned at the time of termination;
b. The “worth at the time of award” of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss th at Airline proves could have been reasonably avoided;
c. The “worth at the time of award” of the amount by which the unpaid Rent for the balance of the Term hereof after the time of award exceeds the amount of such rental loss that Airline proves could reasonably be avoided; and
Item 1M - Page 93
Airport Use and Lease Agreement – Final Dated October 24, 2022 83 d. Any other amount necessary to compensate City for all the detriment proximately caused by Airline ’s failure to perform its obligations under this Agreement, or which in the ordinary course of things would be likely to result therefrom.

2. The “worth at the time of award” of the amounts referred to in Section 14.02 (B) (1) (a) i s computed by allowing interest at the rate of eighteen percent (18%) or, if the maximum charge permitted by law is less than the foregoing amount, then the rate shall be such amount determined to be the maximum legal amount. The “worth at the time of award” of the amount referred to in Section 14.02 (B) (1) (c) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

3. Damages which City may recover pursuant to Section 14.02 (B) (1) (c) include the “worth at the time of award ” of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss for the same period that Airline proves could be reasonably avoided; City may also recover damages pursuant to Section 14.02 (B) (1) (c) in the event that City relets the Airline Premises prior to the time of award and proves that in releting the property it acted reasonably and in a good- faith effort to mitigate the damages.

4. Efforts by City to mitigate the damages caused by Airlines breach of this Agreement do not waive City’s right to recover damages pursuant to said Section 1951.2 and this Section.

5. Nothing in this Section affects the right of City under this Agreement to indemnification for liability arising prior to the termination of this Agreement for personal injuries or property damage, as herein provided.

Item 1M - Page 94
Airport Use and Lease Agreement – Final Dated October 24, 2022 84

6. Notwithstanding the foregoing, the City has the remedy described in California Civil Code Section 1951.4 (City may continue lease in effect after Airline’s breach and abandonment and recover rent as it becomes due, if Airline has right to sublet or assign, subject only to reasonable limitations). In the event of Lessee’s breach of this Agreement and abandonment of the Airline Premises, pursuant to Section 1951.4 of the California Civil Code, City may, at its sole option, elect to continue this Agreement and enforce all its rights and remedies herein against Airline, including the right to recover the Rent as it becomes due.

C. City shall be entitled at its election to damages and shall have all the remedies available by law.

Possession by City
When giving notice of termination or notice of election to reenter the Airline Premises, City may take possession upon fifteen (15) calendar days ’ notice or such later date as may be specified in such notice.

No Remedy Exclusive
No remedy conferred herein upon or reserved to City is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle City to exercise any remedy reserved to it in this Agreement, it shall not be necessary to give any notice, other than such notice as may be required in this Agreement or by law.

Waiver and Voluntary Acts
No waiver of any breach or Default shall constitute a waiver of any other Item 1M - Page 95
Section 14.03
Section 14.04
Section 14.05
Airport Use and Lease Agreement – Final Dated October 24, 2022 85 breach or Default, whether of the same or any other term, agreement or condition.

No waiver, benefit, privilege or service voluntarily given or performed by either party shall give the other any contractual right by custom, estoppel or otherwise.

The subsequent acceptance of rent, fees or other money payments pursuant to this Agreement shall not constitute a waiver of any preceding breach or Default by Airline other than Default in the payment of the particular rental payment so accepted regardless of City ’s knowledge of the preceding breach at the time of accepting this payment. Acceptance of rent, fees or other money payments a fter termination shall not constitute a reinstatement, extension or renewal of the Agreement or revocation of any notice or other act by City.

Additional Remedy in Bankruptcy
The parties hereto expressly agree, notwithstanding anything in this Agreement to the contrary, that in the event that Airline becomes a debtor under any chapter of the Bankruptcy Code and this Agreement has not been terminated prior to the commencement of Airline's bankruptcy proceedings, all rents, fees and charges payable by Airline to, or on behalf of, City hereunder, whether or not expressly denominated as rent, shall constitute rent solely for the purposes of calculating City's damage pursuant to 11 U.S.C. Section 502(b)(6) or any similar provision of the Bankruptcy Code, in the event that this Agreement is rejected in such bankruptcy proceeding.

Events Permitting Termination of Agreement by Airline
If City is in Default of any material portion of this Agreement, Airline may terminate this Agreement and terminate all of its future obligations hereunder at any time that Airline is not in Default in its payments or other obligations to City hereunder, and such Default continues for a period of sixty (60) calendar days after receipt of written notice of such Default from Airline.

Statement Regarding a Certified Access Specialist
Pursuant to California Civil Code §1938, the City states that the Airline Item 1M - Page 96
Section 14.06
Section 14.07
Section 14.08
Airport Use and Lease Agreement – Final Dated October 24, 2022 86 Premises:

Have not undergone an inspection by a Certified Access Specialist (CASp).

Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Airline Premises met all applicable construction-related accessibility standards and a disability access inspection certificate has been issued pursuant to California Civil Code §55.51 et seq.

Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Airline Premises did not meet all applicable construction- related accessibility standards pursuant to California Civil Code §55.51 et seq.

A Certified Access Specialist (CASp) can inspect the subject Airline Premises and determine whether the subject Airline Premises comply with all of the applicable construction- related accessibi lity standards under state law.

Although state law does not require a CASp inspection of the subject Airline Premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject Airline Premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Airline Premises.

Item 1M - Page 97


Airport Use and Lease Agreement – Final Dated October 24, 2022 87

NOTICES
Delivery of Notices
A. Any request, demand, authorization, direction, notice, consent or waiver provided or permitted to be made upon, given by, or furnished to, the City or Airline shall be in writing and served personally, sent by certified mail, return receipt requested, express carrier delivery or via email, if email address is provided below. Either party shall have the right, by giving written notice to the other or to change the address at which its notices are to be received. Until any such change is made, notices shall be addressed and delivered as follows:

1. When to City:

Executive 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

2. When to Airline:
____________________________________________
____________________________________________
____________________________________________
Attention: ____________________________________
B. 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 Section 15.01.A
Item 1M - Page 98
Article 15.

Section 15.01
Airport Use and Lease Agreement – Final Dated October 24, 2022 88

MISCELLANEOUS
Successors and Assigns Bound
This Agreement shall be binding on and inure to the benefit of the successors and assigns of the parties hereto.

Governing Law
The parties hereto agree that this Agreement shall be governed and construed in accordance with the laws of the State of California.

Jurisdiction and Venue
The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Agreement, and service mailed to the address of Airline set forth herein shall be adequate service for such litigation. The parties further agree that the state and Federal courts located in Riverside County, California are the proper place for venue as to any such litigation and Airline agrees to submit to the personal jurisdiction of such court in the event of such litigation.

Non-Liability
No member of City Council, an Airport Commissioner, or a director, officer, agent, consultant or employee of the City or Airline shall be charged personally or be held liable by or to the other party under any term or provision of this Agreement, or any amendment thereto, or because of any breach hereof, or because of its execution.

Attorneys’ Fees and Costs
In the event any action or suit or proceeding is brought by either party to collect the fees and charges due or to become due hereunder or any portion thereof or to take possession of said Airline Premises or to enforce compliance with this Agreement for failure to observe any of the covenants of this Agreement, Item 1M - Page 99
Article 16.

Section 16.01
Section 16.02
Section 16.03
Section 16.04
Section 16.05
Airport Use and Lease Agreement – Final Dated October 24, 2022 89 and such party is the prevailing party in such action, suit or proceeding, the losing party agrees to pay such sums as the Court may judge reasonable attorneys’ fees and costs to be allowed in said suit, action or proceeding.

Noninterference with Operation of the Airport
Airline, by accepting this Agreement, expressly agrees for itself, its successors and assigns that it will not make use of the Airline Premises in any manner that might interfere with the landing and taking off of aircraft at the Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, upon reasonable notice to A irline and opportunity to cure, Cit y reserves the right to enter into the Airline Premises hereby leased and cause the abatement of such interference at the expense of Airline.

City shall maintain and keep in reasonably good repair the Airport landing areas, including taxiways, and shall have the right to direct and control all activities of Airline in this regard.

Quiet Enjoyment
Airline shall, upon payment of the rentals and fees as herein required, and subject to performance and compliance by Airline of the covenants, conditions and agreements on the part of Airline to be performed and complied with hereunder, peaceably have and enjoy the rights, uses and privileges of the Airport, its appurtenances and facilities as granted hereby and by the Airport Rules and Regulations.

Taxes
A. Under this Agreement, a possessory interest subject to property taxation may be created. Notice is hereby given pursuant to California Revenue and Taxation Code, Section 107.6, and Government Code Section 53340.1, that Airline’s interest may be subject to property taxation and special taxation pursuant to The Mello Roos Community Facilities Act of 1982 (Chapter 2.5, commencing Item 1M - Page 100
Section 16.06
Section 16.07
Section 16.08
Airport Use and Lease Agreement – Final Dated October 24, 2022 90 with Section 5331, of Part 1 of , Division 2 of Title 5 the California Government Code), (Mello Roos Community Facilities Act of 1982) and that Airline may be subject to the payment of property taxes and special taxation levied on such interest.

B. Airline shall pay, but such payment shall not be considered part of Airport Revenue, all taxes (including any possessory interest tax), assessments and charges of whatever character which at any time during the term of this Agreement may be levied against Airline or become a lien by virtue of any levy, assessment or charge against Airline by federal, State and any other public agency, including the City, with respect to: (1) any of the space leased under this Agreement or such facilities of the Airport as are made available for use by Airline hereunder; (2) any personal property belonging to Airline situated on the space leased under this Agreement; or (3) Airline’ s leasehold improvements or operations hereunder. Payment of any such taxes, assessments and charges, shall be made by Airline directly to the taxing or assessing authority charged with collection thereof.

C. Airline may, at its own expense, contest the amount or validity of any tax or assessment, or the inclusion of the space leased under this Agreement as taxable or assessable property, directly against the taxing or assessing authority.

Airline shall indemnify and hold City harmless from all taxes, penalties, costs, expenses and attorney fees incurred by City resulting directly or indirectly from all such tax contests.

D. On any termination of this Agreement, all lawful taxes then levied and all liens upon any such property or taxable interest therein shall be paid in full by Airline forthwith, or as soon as a statement thereof has been issued by the tax collector if termination occurs during the interval between attachment of the lien and issuance of a statement.

Item 1M - Page 101
Airport Use and Lease Agreement – Final Dated October 24, 2022 91 Liens
Airline shall cause to be removed promptly any and all liens of any nature arising out of or because of any construction performed by Airline or any of its contractors or subcontractors upon Exclusive Use Space, Preferential Use Space, or Joint Use Space or arising out of or because of the performance of any work or labor by or for it to them at said Airline Premises, reserving the right to contest in court the validity of any such liens. Airline shall have the right to post an appropriate bond to cover its obligations pursuant to this Section 16.09.

In the event any person or corporation shall attempt to assert a mechanic's lien against the Airline Premises for improvements made by Airline, Airline shall indemnify and hold City harmless from such claim, including the cost of defense.

Subordination to Agreements with the U.S. Government
This Agreement is subject and subordinate to the provisions of any agreements heretofore or hereafter made between City and the United States, relative to the development, operation or maintenance of the Airport, the execution of which has been required as a condition precedent to the transfer of federal rights or property to City for Airport Purpose, or to the expenditure of federal funds for the improvement or development of the Airport, including the expenditure of federal funds for the development of the Airport in accordance with the provisions of the Federal Aviation Act of 1958, the Federal Aid to Airports Act, the Airport and Airway Development Act of 1970, and the Airport and Airway Improvement Act of 1982, as such acts may have been amended from time to time. City covenants that, to the best of its knowledge, it has no existing agreements with the United States that contain provisions expressly in conflict with the express provisions of this Agreement.

In the event that the FAA requires, as a condition precedent to the granting of funds for the improvement of the Airport, modification or changes to this Agreement, Airline agrees to consent to such amendments, modifications, Item 1M - Page 102
Section 16.09
Section 16.10
Airport Use and Lease Agreement – Final Dated October 24, 2022 92 revisions, supplements or deletions of any of the terms, conditions or requirements of this Agreement as may be reasonably required to enable City to obtain such grant of funds, provided that in no event shall such changes impair the rights of Airline hereunder.

Incorporation of Exhibits
All exhibits referred to in this Agreement are intended to be and hereby are specifically made a part of this Agreement.

Affiliate Designation and Requirements
Airline shall furnish City with Exhibit F evidencing current A ffiliate(s) for Airline at least five (5) calendar days prior to the Effective Date of this Agreement.

Airline shall maintain a current Exhibit F with the City evidencing Affiliate(s) during the Term of this Agreement and shall provide at least five (5) calendar days prior written notice to the Executive Director of any changes to Affiliates at the Airport.

Incorporation of Required Provisions
The parties incorporate herein by this reference all provisions lawfully required to be contained herein by any governmental body or agency.

Force Majeure
Neither City nor Airline shall be deemed in violation of this Agreement if it is prevented from performing any of the obligations hereunder by reason of strikes, boycotts, labor disputes, embargoes, shortage of energy or materials, acts of God, acts of a public enemy, terrorism, acts of superior governmental authority, weather conditions, riots, rebellion, sabotage or any other circumstances for which it is not responsible or which are not within its control, provided these provisions shall not excuse Airline from paying the rentals and fees specified in Article 5.

Item 1M - Page 103
Section 16.11
Section 16.12
Section 16.13
Section 16.14
Airport Use and Lease Agreement – Final Dated October 24, 2022 93 Headings
The headings of the A rticles and S ections of this Agreement are inserted only as a matter of convenience and for reference and do not define or limit the scope or intent of any provisions of this Agreement and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof.

Remedies
The rights and remedies given to the City and Airline in this Agreement are distinct, separate and cumulative, and no one of them, whether or not exercised by either party, shall be deemed to be in exclusion of any of the others herein or by law or in equity provided.

Nonexclusive Rights
It is understood and agreed that nothing herein contained shall be construed to grant to Airline any exclusive right or privilege within the meaning of Section 308 of the Federal Aviation Act for the conduct of any activity on the Airport, except that, subject to the terms and provisions hereof, Airline shall have the right to exclusive possession of the Exclusive Use Space leased to Airline under the provisions of this Agreement.

Inspection of Books and Records
Each party hereto, at its expense and on reasonable notice, shall have the right from time to time to inspect the books, records , and other data of the other party relating to the provisions and requirements hereof, provided such inspection is made during regular business hours.

Generally Accepted Accounting Principles
Whenever any report or disclosure referred to in this Agreement consists, either in whole or in part, of financial information, such report or disclosure shall be Item 1M - Page 104
Section 16.15
Section 16.16
Section 16.17
Section 16.18
Section 16.19
Airport Use and Lease Agreement – Final Dated October 24, 2022 94 prepared in accordance with generally accepted accounting principles, except where provided to the contrary in this Agreement.

General Interpretation
Insofar as this Agreement grants, permits or contemplates the use of space or facilities or the doing of any other act or thing at the Airport by Airline, such use or the doing of such act or thing is to be in connection with the operation of the civil air transportation system by Airline for the carriage by aircraft of persons, property, cargo, baggage, and mail on scheduled or nonscheduled flights, whether as a common carrier, a contract carrier, a private carrier or otherwise. Each of the parties, however, has entered into this Agreement solely for its own benefit; and (without limiting the right of either party to maintain suits, actions or other proceedings because of breaches of this Agreement) the Agreement does not grant to any third person (excepting a successor party to City or Airline) a right to claim damages or bring any suit, action or other proceeding against either City or Airline because of any breach hereof.

Surrender of Possession - Holding Over
Airline agrees to yield and deliver to the City the possession of the Airline Premises including the Airline Premises leased exclusively or preferentially to Airline or jointly to Airline and others, at the termination of this Agreement by expiration or otherwise. Such Airline Premises shall be delivered in clean and good condition in accordance with Airline’s express obligations hereunder, except for reasonable wear and tear, fire and other casualty. Airline shall have the right at any time during the term of this Agreement, or any renewal or extension hereof, to remove or sell its trade fixtures and equipment situated on the Airline Premises that were installed, or placed by it, at its expense in, on or about the Airline Premises pursuant to the provisions of this Agreement 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 Item 1M - Page 105
Section 16.20
Section 16.21
Airport Use and Lease Agreement – Final Dated October 24, 2022 95 at Airline’s expense so that the Airline Premises may be surrendered in a good, clean and sanitary condition.

Any holding over by Airline after cancellation or termination of this Agreement shall not operate to extend or renew such Agreement for any further term whatsoever, except Airline’s holding over after the cancellation or termination of the Agreement shall be considered a m onth-to-month tenancy terminable by either party upon thirty (30) days’ prior written notice of such termination. Such holding over shall otherwise be upon the same terms and conditions as set forth in this Agreement.

Consent Not to be Unreasonably Withheld
Whenever the consent or approval of the City or the Airline is called for herein, it is understood and agreed that such approval shall be in writing and obtained in advance and shall not be unreasonably withheld or delayed.

Authority of Executive Director
All rights and obligations of City under this Agreement may be exercised by the Executive Director or his designee, unless specifically provided otherwise or required by law.

Invalid Provision
If any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of any such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained, provided that the invalidity of any such covenant, condition or provision does not materially prejudice either party hereto in its respective rights and obligations contained in the valid covenants, conditions or provisions in this Agreement.

Item 1M - Page 106
Section 16.22
Section 16.23
Section 16.24
Airport Use and Lease Agreement – Final Dated October 24, 2022 96 Public Address System
Airline agrees that the use of City’s public address, voice and data communication system wi ll be in accordance with the Airport Rules and Regulations. Airline shall not install, cause to be installed or use any other such system at the Terminal Building without the prior written approval of Director.

Employees of Airline
Airline shall require all of its employees, agents, officers, representatives, suppliers, contractors, subcontractors, licensees, subtenants, invitees, and suppliers hired by Airline and working about the Terminal Building to wear clean and neat attire and to display appropriate identification.

Removal of Disabled Aircraft
Airline shall promptly remove any of its disabled aircraft from any part of the Airport (including, without limitation, runways, taxiways, aprons and Bono Concourse and RJ Concourse Aircraft Gates) and place any such disabled aircraft in such storage areas as may be designated by City (or at Airline’s discretion, in an off-Airport location). Airline may store such disabled aircraft only for such length of time and on such terms and conditions as may be established by City. If Airline fails to remove any of its disabled aircraft promptly, City may, but shall not be obligated to, cause the removal of such disabled aircraft, provided, however, the obligation to remove or store such disabled aircraft shall not be inconsistent with federal and State laws and regulations and Airline agrees to reimburse City for all costs of such removal, and Airline further hereby releases City from any and all claims for damage to the disabled aircraft or otherwise arising from or in any way connected with such removal by City , except to the extent such damage arises from the negligence or willful misconduct of City , its employees, agents or contractors.

Item 1M - Page 107
Section 16.25
Section 16.26
Section 16.27
Airport Use and Lease Agreement – Final Dated October 24, 2022 97 Licenses, Fees and Permits
Airline shall obtain and pay for all licenses, fees, permits, or other authorization or charges as required under federal, State or local laws and regulations insofar as they are necessary to comply with the requirements of this Agreement and the privileges extended hereunder.

Airport Access License Permit
City reserves the right to establish a licensing or permit procedure for vehicles requiring access to and operations on the Aircraft Apro n and to levy directly against Airline or its suppliers a uniform and nondiscriminatory regulatory or administrative charge for issuance of such Airport access license or permit. 14 Code of Federal Regulations Part 77 Compliance
Airline agrees to comply with the notification and review requirements covered 14 CFR Part 77 in the event future construction of a building is planned for the Airline Premises, or in the event of any planned modification or alteration of any present or future building or structure on the Airline Premises.

Reservations - Airspace and Noise
There is hereby reserved to City , its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Airline Premises . This public right of flight shall include the right to cause in such airspace any noise inherent in the operation of any aircraft used for navigation or flight through such airspace or landing at, taking off from, or other operations on the Airport.

National Emergency
This Agreement and all the provisions hereof shall be subject to whatever right the U.S. Government now has, or in the future may have or acquire, affecting the control, operation, regulation and taking over of said Airport or the exclusive or Item 1M - Page 108
Section 16.28
Section 16.29
Section 16.30
Section 16.31
Section 16.32
Airport Use and Lease Agreement – Final Dated October 24, 2022 98 nonexclusive use of the Airport by the United States during time of war or national emergency.

Time is of the Essence
Time is of the essence in this Agreement.

Noise Abatement and Mitigation
Airline acknowledges that the City of Palm Springs and its neighboring cities are noise sensitive communities; therefore, Airline shall comply with any formal noise abatement program or policy established by the City in conformance with federal statutes, laws, rules, and regulations and use reasonable efforts to comply with informal noise abatement programs established by the City. The Airline shall notify the City promptly and may challenge such programs if the Airline believes such formal or informal noise abatement programs may interfere with safe aircraft operation or if Airline believes such programs are not in conformance with federal statues, laws, rules and regulations.

Authority for Agreement
Airline warrants and represents that it has the right, power, and legal capacity to enter into, and perform its obligations under this Agreement, and no approvals or consents of any persons are necessary in connection with it. The execution, delivery, and performance of this Agreement by the undersigned Airline representatives have been duly authorized by all necessary corporate action of Airline, and this Agreement will constitute a legal, valid, and binding obligation of Airline, enforceable in accordance with its terms.

No Oral Agreements
This Agreement (i) covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning this Agreement, (ii) supersedes, any and all previous obligations, agreements and understandings, if any, between the parties, oral or written, and (iii) merges all preliminary Item 1M - Page 109
Section 16.33
Section 16.34
Section 16.35
Section 16.36
Airport Use and Lease Agreement – Final Dated October 24, 2022 99 negotiations and agreements of whatsoever kind or nature herein. Airline acknowledges that no representations or warranties of any kind or nature not specifically set forth herein have been made by City or its agents or representatives.

Entire Agreement
This Agreement, together with all exhibits attached hereto, constitutes the entire agreement between the parties hereto, and all other representations or statements heretofore made, verbal or written, are merged herein, and this Agreement may be amended only in writing, and executed by duly authorized representatives of the parties hereto.

Item 1M - Page 110
Section 16.37
Airport Use and Lease Agreement – Final Dated October 24, 2022 100

SIGNATURE PAGE TO AIRPORT USE AND LEASE AGREEMENT
BY AND BETWEEN THE CITY OF PALM SPRINGS AND (*INSERT NAME*) IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above.

AIRLINE:

By:

Signature

Date:

By:

Signature
(2nd signature required for Corporation)
Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: ________ Item No. ________

APPROVED AS TO FORM: ATTEST:

By:

City Attorney
By:

City Clerk

APPROVED:

By:

City Manager
Date: :

Item 1M - Page 111

EXHIBIT A

AIRPORT BOUNDARY

Item 1M - Page 112

EXHIBIT B

TERMINAL BUILDING SPACE MAPS

Item 1M - Page 113

EXHIBIT C

SUMMARY OF TERMINAL BUILDING AREAS

Item 1M - Page 114

EXHIBIT D

RATES FOR RENTALS, FEES, AND CHARGES

Item 1M - Page 115

EXHIBIT E

RESPONSIBILITIES OF CITY AND AIRLINE
FOR

OPERATION AND MAINTENANCE OF TERMINAL BUILDING

Item 1M - Page 116

EXHIBIT F

AFFILIATE IDENTIFICATION AND REQUIREMENTS

Item 1M - Page 117

EXHIBIT G

MONTHLY ACTIVITY REPORT
Item 1M - Page 118

EXHIBIT H

FEDERAL NONDISCRIMINATION REQUIREMENTS
Item 1M - Page 119

Title VI Clauses for Compliance with Nondiscrimination Requirements.

During the performance of this Agreement, Airline, for itself, its assignees, and successors in interest, agrees as follows:

1. Compliance with Regulations: Airline will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities (“Nondiscrimination Acts and Authorities” as set forth in paragraph B below), as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement.

2. Nondiscrimination: Airline, with regard to the work performed by it during this Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Airline will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when this Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.

3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by Airline for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by Airline of Airline’s obligations under this Agreement and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.

4. Information and Reports: Airline will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of Airline is in the exclusive possession of another who fails or refuses to furnish the information, Airline will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information.

5. Sanctions for Noncompliance: In the event of Airline’s noncompliance with the non- discrimination provisions of this Agreement, City will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:
a. Withholding payments to Airline under this Agreement until Airline complies; and/or
b. Cancelling, terminating, or suspending a contract, in whole or in part.

Incorporation of Provisions: Airline will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. Air line will take action with respect to any subcontract or procurement as the Item 1M - Page 120

sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if Airline becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, Airline may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, Airline may request the United States to enter into the litigation to protect the interests of the United States
.

Item 1M - Page 121

CITY COUNCIL STAFF REPORT
06/25/2025
SUBJECT:

APPROVE CONTRACT SERVICES AGREEMENT 25S170 WITH
GOVERNMENTJOBS.COM DBA NEOGOV, INC TO PROVIDE HR MANAGEMENT

AND PAYROLL PROCESSING SOFTWARE
RECOMMENDATION:

Approve contract services agreement 25S170 with GOVERNMENTJOBS.COM, INC DBA NeoGov for an initial three-year term commencing July 1, 2025, and continuing through June 30, 2028, with two one-year extension options, to provide HR Management and Payroll processing software for an amount not to exceed $424,028.61.

1. Authorize the City Manager or designee to execute all necessary documents.2.

Attachments
Item 1N

CITY COUNCIL STAFF REPORT

DATE: JUNE 25, 2025 CONSENT CALENDAR

SUBJECT: APPROVE CONTRACT SERVICE S AGREEMENT 25S170
WITH
GOVERNMENTJOBS.COM DBA N EOGOV, INC TO PROVIDE HR

MANAGEMENT AND PAYROLL PROCESSING SOFTWARE

FROM: Scott C. Stiles, City Manager

BY: Larry Klingaman, Information Technology Director

SUMMARY:

This action will approve contract services agreement 25S170 with GOVERNMENTJOBS.COM, INC DBA NeoGov for an initial three-year term commencing July 1, 2025, and continuing through June 30, 2028, with two one-year extension options, to provide HR Management and Payroll processing software for an amount not to exceed $424,028.61.

RECOMMENDATION:

1) Approve contract services a greement 25S170 (Attachment A ) with GOVERNMENTJOBS.COM, INC DBA NeoG ov for an initial three- year term commencing July 1, 2025, and continuing through June 30, 2028, with two one- year extension options, to provide HR Management and Payroll processing software for an amount not to exceed $424,028.61.

2) Authorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure f orm (Attachment B) dated May 23, 2025, GOVERNMENTJOBS.COM, INC dba NeoGov is registered in the state of California as a Corporation.

BACKGROUND:

The City began utilizing NEOGOV/EPersonality in 2007 to streamline Human Resources (HR) processes, improve employee productivity and engagement, and support compliance and sustainability goals. NEOGOV’s cloud-based talent management system currently supports key HR functions including recruitment, onboarding, performance Item 1N - Page 1
City Council Staff Report
June 25, 2025 -- Page 2
Contract Services Agreement 25S170 with GOVERNMENTJOBS.COM, INC DBA NeoGov

management, core human resources functions, payroll and electronic timekeeping.

In 2019, the City entered into a three- year agreement with NEOGOV following its acquisition of Highline’s E -Personality system, consolidating HR management, payroll, and timekeeping functions under a single platform. Recognizing the need for a more streamlined and cost-effective approach, staff decided to expand the NEOGOV platform.

NEOGOV has significantly enhanced its platform in recent years. Staff intend to upgrade the entire system to the latest version, which includes substantial improvements to payroll and timekeeping capabilities. which had already proven reliable, upgrading to the newer version and beginning with implementation of the Time & Attendance module. As such, NEOGOV remains essential for payroll processing, HR management, electronic timekeeping, validating annual HR/payroll processes, and supporting long-term reporting and data exports.

STAFF ANALYSIS:

Staff recommend approving Agreement 25S170 in an amount not to exceed $424,028.61 with Governmentjobs.com DBA NEOGOV for an initial three-year term commencing July 1, 2025, and continuing through June 30, 2028, with two one-year extension options, to provide HR management and Payroll processing software services.

Item 1N - Page 2
City Council Staff Report
June 25, 2025 -- Page 3
Contract Services Agreement 25S170 with GOVERNMENTJOBS.COM, INC DBA NeoGov

ENVIRONMENTAL ASSESSMENT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above-mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council’s Broad Goal Foundation of Financial and Organizational Well-Being.

FISCAL IMPACT:

Funding has been allocated for these purchases and is available in the current fiscal year in IT Account 1001025-50034.

REVIEWED BY:

Department Director: Larry Klingaman
Procurement & Contracting Manager: Tabitha Richards
Deputy City Manager: Jeremy Hammond
City Manager: Scott Stiles

ATTACHMENTS:

A. Contract Services Agreement No. 25S170
B. Business Disclosure

Item 1N - Page 3

ATTACHMENT A

Item 1N - Page 4

THIS IS NOT AN INVOICE
Contract Records Order Details
Account Number:  A-638238 Order #:  Q-384589
Customer:  Palm Springs, City of (CA) Valid Until:  7/1/2025 Effective Employee Count: 450
Sales Rep:  Kim Goerlitz
Customer Contact
Billing Contact:  Palm Springs, City of (CA) Shipping Contact :  Palm Springs, City of (CA) Deborah Pierrel Deborah Pierrel
Billing Address:  City of Palm Springs
Attn: Human Resources
3200 E. Tahquitz Canyon Way
Shipping  Address:  City of Palm Springs
Attn: Human Resources
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262 Palm Springs, CA 92262
Billing Contact Email:  [email protected] Shipping Contact Email:  [email protected] Billing Phone:  (760) 322-8388 Shipping Phone:  (760) 322-8388 Payment Terms
Payment Term:  Net 60 Notes:

PO Number:
3-year order effective July 1, 2025 through June 30, 2028, with two one-year extensions, to be billed annually. Adding Time & Attendance access for up to 399 non-public safety employees
Subscription Service
July 2025
Item Type Start Date End Date Qty. License Type Total (USD) Learn Subscription Recurring 7/1/2025 6/30/2026 200 Employee Based
$8,624.65
Governmentjobs.com Subscription Recurring 7/1/2025 6/30/2026 450 Employee Based
$2,063.37
Perform Subscription Recurring 7/1/2025 6/30/2026 450 Employee Based
$20,322.28
Onboard Subscription Recurring 7/1/2025 6/30/2026 450 Employee Based
$10,445.22
Insight Subscription Recurring 7/1/2025 6/30/2026 450 Employee Based
$11,623.63
HRIS Suite Recurring 7/1/2025 6/30/2026 1 Quantity
Based
$57,181.71
Time & Attendance Subscription Recurring 7/1/2025 6/30/2026 399 Employee Based
$25,891.00
July 2025 TOTAL: $136,151.86

Docusign Envelope ID: 45CBAB67-A5B0-4578-91C2-5A87669441A0 Item 1N - Page 5
P<!>werDMS
------ by NEOGOV
t 800.749 .5104
2120 Park Pl. Suite 100
El Segundo , CA 90245 NEO GOV
July 2026
Item Type Start Date End Date Qty. License Type Total (USD) Learn Subscription Recurring 7/1/2026 6/30/2027 200 Employee Based
$9,487.12
Governmentjobs.com Subscription Recurring 7/1/2026 6/30/2027 450 Employee Based
$2,187.17
Perform Subscription Recurring 7/1/2026 6/30/2027 450 Employee Based
$21,948.06
Onboard Subscription Recurring 7/1/2026 6/30/2027 450 Employee Based
$11,071.93
Insight Subscription Recurring 7/1/2026 6/30/2027 450 Employee Based
$12,321.05
HRIS Suite Recurring 7/1/2026 6/30/2027 1 Quantity
Based
$57,181.71
Time & Attendance Subscription Recurring 7/1/2026 6/30/2027 399 Employee Based
$27,185.55
July 2026 TOTAL: $141,382.59
July 2027
Item Type Start Date End Date Qty. License Type Total (USD) Learn Subscription Recurring 7/1/2027 6/30/2028 200 Employee Based
$10,341.28
Governmentjobs.com Subscription Recurring 7/1/2027 6/30/2028 450 Employee Based
$2,307.43
Perform Subscription Recurring 7/1/2027 6/30/2028 450 Employee Based
$23,264.20
Onboard Subscription Recurring 7/1/2027 6/30/2028 450 Employee Based
$11,735.72
Insight Subscription Recurring 7/1/2027 6/30/2028 450 Employee Based
$13,183.72
HRIS Suite Recurring 7/1/2027 6/30/2028 1 Quantity
Based
$57,181.71
Time & Attendance Subscription Recurring 7/1/2027 6/30/2028 399 Employee Based
$28,480.10
July 2027 TOTAL: $146,494.16

Total: | $424,028.61

This price does NOT include any sales tax. Total in USD Additional Terms and Conditions
License Terms:  Enterprise license denotes that Customer has purchased an enterprise wide license up to the employee count specified above.

User based license denotes that Customer has purchased the number of licenses set forth in the quantity column. Item count denotes the number of items that Customer has licensed as set forth in the quantity column.

Docusign Envelope ID: 45CBAB67-A5B0-4578-91C2-5A87669441A0 Item 1N - Page 6
P<!>werDMS
------ by NEOGOV
t 800.749 .5104
2120 Park Pl. Suite 100
El Segundo , CA 90245 NEO GOV
Payment Terms:  All invoices issued hereunder are due upon the invoice due date. If the Order is for a period longer than one year, the fees for the first period shown shall be invoiced immediately and the fees for future years/periods shall be invoiced annually in advance of each 12 month period shown on the Order, but regardless of the billing cycle, Customer is responsible for the fees for the entire Order. The fees set forth in this Service Order are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities and Customer shall be responsible for payment of any such applicable taxes, levies, or duties. All payment obligations are non-cancellable, and all fees paid are non-refundable. Payment for services ordered hereunder shall be made to Governmentjobs.com, Inc.,  (D/B/A NEOGOV).

Terms & Conditions:  This Order Form creates a legally binding contract on the parties.  Unless otherwise agreed in a written agreement between GovernmentJobs.com, Inc. (D/B/A/ NEOGOV), parent company of PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively, “NEOGOV”) and Customer, this Order Form and the services to be furnished pursuant to this Order Form are subject to the terms and conditions set forth in the NEOGOV Services Agreement affixed hereto. The Effective Date (as defined in the terms and conditions) shall be the Subscription Start Date.

Special Condition:

Signature page to follow

THE INFORMATION AND PRICING CONTAINED IN THIS ORDER FORM IS STRICTLY CONFIDENTIAL

Docusign Envelope ID: 45CBAB67-A5B0-4578-91C2-5A87669441A0 Item 1N - Page 7
P<!>werDMS
------ byNEOGOV
t 800.749 .5104
2120 Park Pl. Suite 100
El Segundo , CA 90245 NEO GOV

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND GOVERNMENTJOBS.COM, INC. DBA NEOGOV
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

GOVERNMENTJOBS.COM, I
NC. DBA NEOGOV:

By: ______________________________________ By: _________________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:

CITY OF PALM SPRINGS:

APPRO
VED BY CITY COUNCIL:

Date: N/A Item No. N/A
APPRO
VED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk
APPROVED:

By: _______________________________ Date:

City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
9:45 am, Jun 12 2025
Docusign Envelope ID: 45CBAB67-A5B0-4578-91C2-5A87669441A0 6/12/2025 | 10:01:28 AM PDT
6/12/2025 | 10:17:29 AM PDT
Item 1N - Page 8
I DocuSigned by:

L~
1 SERVICES AGREEMENT
V011025
You agree that by placing an order through a NEOGOV standard ordering document such as an “Order Form”, “Service Order,” “Ordering Document,” “SOW” or other document mutually agreed by the parties detailing the services, pricing and subscription term (each, an “Order Form” for purposes of this Agreement ), you agree to follow and be bound by the terms and conditions set forth herein. “Governmentjobs.com”, “NEOGOV”, “we”, and “our” means Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively, “NEOGO V” and, where applicable, its other affiliates; “Customer”, “you”, “your” means the NEOGOV client, customer, and/or the subscriber identified in the Order Form). “Services Agreement” or the “Agreement” shall be used to collectively refer to this NEOGOV Services Agreement, documents incorporated herein including the applicable Order Form , each Addendum (as applicable) , and Special Conditions (if any). “Addendum” means each Addendum set forth either as an Exhibit hereto or otherwise made available at https://www.neogov.com/service-specifications (the “NEOGOV Site”) and, as applicable, made a part of this Agreement. “Special Conditions” means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or incorporated by reference, into the Order Form.

1. P
rovis
ion of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order Form (collectively referred to as the “Services”). In addition, to the extent NEOGOV provides Customer with access to additional NEOGOV software in order to access Customer Data (as defined below) or otherwise enhance product implementation or functionality, Customer’s use of such software will be deemed to be part of the Services and the terms and conditions of this Agreement shall apply. Customer hereby acknowledges and agrees that NEOGOV’s provision and performance of, and Customer’s access to, the Services is dependent and conditioned upon Customer’s full performance of its duties, obligations and responsibilities hereunder. This Agreement entered into as of the earlier of: (i) date of your signature on an applicable Order Form ; or (ii) use of the Services commences (the “Effective Date”). The Agreement supersedes any prior and contemporaneous discussions, agreements or representations and warranties.

2. S
aa
S Subscription.
a) Subsc
ription Grant. “SaaS Applications” means each proprietary NEOGOV web-based software-as-a-service application that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated components as described in any written service specifications made available to Customer by NEOGOV (the “Service Specifications”). Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and non- sublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in the Order Form solely for Customer’s internal, non-commercial purposes; (ii ) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the “SaaS Subscription”). “Authorized Users” means (1) Customer employees, agents, contractors, consultants (“Personnel”) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits (if any) as detailed in the user tier in the applicable Order Form. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You shall be responsible for each Authorized User’s access to and use of the SaaS Applications and compliance with applicable terms and conditions of this Agreement.
b) S
ubsc
ription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on the Effective Date and remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this Agreement (the “Initial Term”). Thereafter, SaaS Subscriptions may be renewed no less than sixty (60) days prior to the expiration of the then-current term by mutual written agreement between the parties for successive twelve (12) months terms (each a “Renewal Term” and together with the Initial Term, collectively, the “Term”).. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service.

3. Cus
tom
er Responsibilities.

Docusign Envelope ID: 45CBAB67-A5B0-4578-91C2-5A87669441A0 Item 1N - Page 9
NEOGOV™ P<!>werDMS
Digital Management Software
ANEOGOY-1
2 a) Managing the Subscription . Customer may use the Service in a manner consistent with the terms of this Agreement.

Customer will provide NEOGOV all information needed to process the Order Form to activate the s ubscription and provision the Service to the Customer.
b) M ana
ging Authorized Users. Customer is responsible for managing the Authorized Users on its account on the Service. i) Invita
tions and Permissions. Customer is responsible for determining which persons to invite to join the Customer’s account on the Service and for all actions by Authorized Users on Customer’s account on the Service. Customer is solely in control of the individual permissions on the Customer’s account. ii) Cus tom
er Obligations. Customer must: (A ) obtain any rights, permissions, or consents that are necessary for the Authorized User’s lawful use of Customer Data and the operation of the Service; (B) ensure that the transfer and processing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with an Authorized User relating to or based on Customer Data, the Service, or Customer’s failure to fulfill its obligations under the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or (i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.

4. P
rofes
sional Services. “Professional Services” shall mean professional services purchased by Customer as detailed in an applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Professional Services include training, set-up, implementation, and best practices of and concerning the SaaS Applications. Professional Services are subject to the terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject to additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWs must be signed by Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the event of a conflict with the terms of the SOW.

5. P
aym
ent Terms.
a) Fees . Cus
tomer shall pay all Subscription, Onboarding and Set-Up fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) as set forth in an Order Form within thirty (30) days of the date of NEOGOV’s invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Unless explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid in U.S. dollars. Invoices shall be delivered to the stated “Bill To” party on the Order Form. Unless explicitly provided otherwise, once placed the Order Form is non-cancellable and sums paid nonrefundable. Any invoiced amount that is not received by NEOGOV when due as set forth in an Order Form and ten (10) days following written notice of the past due amount to Customer will be subject to a late payment fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full . If Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order Form , Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providing Customer with new pricing at least thirty (30) day notice prior to commencement of a Renewal Term. The new pricing shall be deemed to be effective i f Customer (a) returns an executed Order Form to NEOGOV, or (b) remits payment to NEOGOV of the fees set forth in the invoice referencing the new pricing . or (c) the Customer or any of its Authorized Users access or use the Services after the expiration of the previous Term.

Docusign Envelope ID: 45CBAB67-A5B0-4578-91C2-5A87669441A0 Item 1N - Page 10
NEOGOV™ P<!>werDMS
Digital Management Software
ANEOGOY-1

3 b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value- added taxes) based on the transactions or payments under this Agreement, except those taxes imposed or based on NEOGOV’s net income or those exempt by applicable state law.

Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the Effective Date of this Agreement and thereafter upon NEOGOV’s request therefor.

c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services, none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms and conditions of this Agreement. NEOGOV’s failure to object to terms contained in any such purchase order shall not be a waiver of the terms set forth in this provision or in this Agreement.

6. Term and Termination.

a) Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in accordance with this Agreement.

b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in material breach of this Agreement and such breach is not cured within thirty (30) days following non-breaching party’s written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or Customer’s use of the Services provided hereunder pose a security risk to the Services, NEOGOV or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified, following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice.

7. Audit Rights. Upon reasonable notice, NEOGOV or its agent shall have the right to audit Customer’s records relating to its compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV the amount due. All expenses associated with any such audit shall be paid by NEOGOV.

8. Maintenance; Modifications; Support Services.

a) Maintenance, Updates, Upgrades. NEOGOV maintains NEOGOV’s hardware and software infrastructure for the Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the Services during the Term. “Update” means any update, bug fix, patch or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades.

Updates are automatic and available upon Customer’s next login to the Services following an Update at no additional cost to Customer. “Upgrade” means any update of the Services or underlying NEOGOV software such as platform updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or modifications to Customer’s hardware, systems or other software which may be necessary to use or access the Services due to a modification, Update, or Upgrade of the Services.

b) Program Documentation; Training Materials . “Program Documentation” shall mean all user guides, training, and implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services.

NEOGOV hereby grants to Customer a non- exclusive, non-sublicensable, non-tra nsferable license to use, print, and distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services. Primary training of NEOGOV Services is conducted by self- review of online materials. NEOGOV’s pre-built, online training consists of a series of tutorials to introduce the standard features and functions (the “Training Materials”). The Training Materials may be used as reference material by Customer Personnel conducting day-to-day activities.

Docusign Envelope ID: 45CBAB67-A5B0-4578-91C2-5A87669441A0 Item 1N - Page 11
NEOGOV™ P<!>werDMS
Digital Management Software
ANEOGOY-1

4 c) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials and is conducted off-site unless otherwise agreed in the Order Form . For an additional fee as detailed on an applicable Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User Admins grasp the system. The length of the implementation time is dependent on the type of Service and the Customer’s responsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole or in part by Customer's delay in performing it s obligations hereunder and, in the event of any such delay, NEOGOV may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary.

d) S
upport. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays.

Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any problem is dependent on the type of case.

e) Limitations. Unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process consultation.

9. NEOGOV Intellectual Property Rights.

a) NEOGOV shall exclusively own all right, title and interest in and to all pre -existing and future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the “NEOGOV Intellectual Property”). This Agreement does not convey or transfer title or ownership of the NEOGOV Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other than recommendation use or as required by law, all use of NEOGOV trademarks must be pre-approved by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or domain name, whether or not registered.

b) Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other feedback (“Feedback”). If Customer provides any such Feedback to NEOGOV, Customer hereby grants NEOGOV a nonexclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to NEOGOV on an “as-is” basis without warranties of any kind.

10. Data Processing and Privacy.

a) Customer Data. “Customer Data” shall mean all data that is owned or developed by Customer, whether provided to NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV’s provision of Services to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV.

NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning of the term “Customer Data”. Customer exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, use, process, display, create non -personal derivative works of, and transmit Customer Data to provide the Services.

NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement.

b) Platform Data. “Platform Data” shall mean any anonymized data reflecting the access to or use of the Services by or on behalf of Customer or any user, including statistical or other analysis and performance information related to the provision and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing.

NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither identifies Customer or its users, nor can Customer or any its users can be derived from such data.

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5 c) Data Processing Agreement. The parties agree that the terms of the NEOGOV Data Processing Addendum (“DPA”) made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and governs NEOGOV's processing of Personal Data.

d) Data Responsibilities.

i) NEOGOV will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV’s cloud infrastructure providers.

ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data, including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing, Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer Data relates; and (c) the collection, use, modification, alteration, extraction, retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data.

NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall provide and institute all appropriate tools and procedures required to ensure the security of its own information system and, more specifically, to prevent, detect and destroy the occurrence of any viruses.

e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of Customer Data within its custody and control (a “Security Breach”) within 72 hours of NEOGOV’s confirmation of the nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or Customer’s policies require notification of its Authorized Users or others of the Security Breach, Customer shall be responsible for such notification.

f) Data Export, Retention and Destruction . Customer may export or delete Customer Data from the Services at any time during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on NEOGOV ’s systems using the then existing features and functionality of the Services, NEOGOV will, upon Customer's written request, make the Customer Data available for export by Customer or destroy the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more than ninety (90) days after the expiration or termination of this Agreement. Customer acknowledges that it is solely responsible for determining any retention requirements with respect to the Customer Data as required by applicable law and NEOGOV disclaims all liability in connection with such determination. In addition, to the extent Customer requests that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law, rule or regulation, NEOGOV disclaims all liability in connection with retaining such Customer Data including but not limited to any claims related to loss or destruction of such Customer Data.

11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by third parties through the Services (“Third Party Services”). Customer agrees that NEOGOV is not the original source and shall not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term.

12. Nondisclosure.

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6 a) Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

b) Obligations. The Receiving Party will : (i) use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii i) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need acces s for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Information than those herein.

c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

d) Equitable Relief. The parties recognize and agree there may be no adequate remedy at law for breach of the provisions of the confidentiality obligations set forth in this Section 12 , that such a breach may irreparably harm the Disclosing Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction) with respect to any such breach or potential breach in addition to any other remedies available to it at law or in equity.

13. Representations, Warranties, and Disclaimers.

a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

b) Additional Customer Representations and Warranties. Customer hereby represents and warrants to NEOGOV that: (1) Customer and Authorized Users have all necessary rights and authority to upload Customer Data to the Service without violating any third party’s proprietary or privacy rights, including i ntellectual property rights; (2) Customer Dat a does not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (3) Customer will use the Service in compliance with all laws, rules, regulations, and this Agreement.

c) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level of care and skill and in a professional manner in accordance with generally recognized industry standards for similar services.

d) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES AND ANY OTHER INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND

HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING,

BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE

UNINTERRUPTED, ERROR -FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED.

e) Disclaimer of Actions Caused by and/or Under the Control of Third Parties . NEOGOV DOES NOT AND CANNOT

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7 INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL

ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND

ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD PARTY SERVICES.

f) No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available to Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services.

NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such healthcare providers’ acts, omissions or for any content or communications made by them. The Services do not provide medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or otherwise. Any Services, or content accessed from the Services, are for informational purposes only and do not constitute medical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medical conditions, whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR

ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES.

14. Indemnification.

a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from and against any claim, demand, suit or proceeding made or brought against NEOGOV (i ) by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii ) in connection with Customer’s violation of any applicable laws, or (iii ) any claim or allegation by any third party resulting from or related to Customer’s or any of its Authorized User’s breach of Section 3 of this Agreement.

b) NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) of this Section, if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party’s intellectual property rights, NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages and liabilities awarded by the court to the third -party claiming infringement or the settlement agreed to by NEOGOV.

i) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third party’s intellectual property rights, NEOGOV may choose to either modify the Services to be non-infringing or obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months that would have remained, absent such early termination, following the effective date of such early termination.

ii) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Services or Service Specifications which was provided to Customer, or if the Customer continues to use the infringing material after the subscription expires. NEOGOV will not indemnify the Customer to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an infringement claim that is based upon the combination of Service or Service Specifications with any products or services not provided by NEOGOV. NEOGOV will not indemnify Customer for infringement caused by Customer’s actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights.

iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages against NEOGOV.

c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i) promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at the indemnifying party’s expense, in the defe nse and/or settlement thereof; and (iii) allow the indemnifying party to control the defense and/or settlement thereof except that the indemnifying party may not, without the indemnified party’s prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability.

The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of Docusign Envelope ID: 45CBAB67-A5B0-4578-91C2-5A87669441A0 Item 1N - Page 15
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8 its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the indemnifying party.

15. Limitations of Liability.

a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO

EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS

SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,

SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE

ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE

OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, OR CUSTOMER’S OBLIGATIONS TO MAKE PAYMENT UNDER

THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS

AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO

BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL

OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.

16. Reimbursement of Costs in Third Party Litigation. With respect to any litigation or other court proceeding involving Customer and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served to NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness in any capacity or provide testimony with respect to Customer’s documentation, Customer shall reimburse NEOGOV for its out-of-pocket costs associ ated with compliance with such request, including but not limited to NEOGOV’s reasonable attorneys’ fees.

17. EO
L Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end of life (“EOL”). In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months prior notice. Customer will have a period of six (6) months after receipt of such notice to upgrade to the last commercially available (non-EOL) version of the Service, if applicable, or otherwise following the expiration of such six (6) month period, the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to Customer for the remaining term of the Service. During the 6-month notice period, Customer may continue exercising all of the rights set forth in this Agreement with respect to such EOL Service.

18. Text Message Communications . NEOGOV may offer Personnel the opportunity to receive text messages regarding job application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text message services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be responsible for your use of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: ( a) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; ( b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND ( c) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.

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9 19. Publicity. Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers and use Customer’s logo for such purposes, subject to any trademark usage requirements specified by Customer.

20. Force Majeure. Except for Customer’s payment obligations to NEOGOV, neither party shall be liable for any damages, costs, expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event, impediment or occurrence beyond such party’s reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, pa ndemic, military action or usurped power; (h) actions or failures to act on the part of a governmental authority; (i) internet service interruptions or slowdowns, vandalism or cyber-attacks, or (j) any other cause beyond the reasonable control of such party.

21. Indepe
ndent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed to be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties.

This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. NEOGOV may designate any third -party affiliate, or other agent or subcontractor (each a “Fulfillment Partner”), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any Services.

22. Entire Agreement; Amendment; Addendum . This Services Agreement , the Exhibits hereto , each Addendum (as may be applicable pursuant to the terms therein ) and documents incorporated herein, the applicable Order Form , and Special Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. It is exp ressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Order Form, 3) the NEOGOV Services Agreement , and 4) incorporated documents (including the Exhibits and each applicable Addendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services.

This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the part ies to be bound. If you are subscribing for the HRIS , Vetted, or PowerEngage Platform, you hereby specifically agree to the terms of the applicable Addendum set forth on the NEOGOV Site. In addition, certain Services may disclose the use of artificial intelligence, in which case, Customer hereby agrees to the terms of the AI Addendum set forth on the NEOGOV Site.

23. General.

a) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement shall be instituted only in any state or federal court in Los Angeles, California.

b) Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect.

Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability, and others which by their nature are intended to survive.

c) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the Order Form and (ii) NEOGOV at the address specified in the applicable Order Form.

d) Waiver. The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument.

e) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature.

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10 f) Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV A ny attempt at assignment in violation of this Section shall be null and void.

g) Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

h) Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customer pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine software development and maintenance services which are not specific to the Customer, (ii) subcontractors who will not have any access to Customer Data, and (iii) subcontractors who have access to Customer Data solely within NEOGOV's or Customer's systems.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers as of the date set forth below, and consent to the Agreement.

Customer GovermentJobs.com, Inc. (D/B/A/ NEOGOV), on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD,
LLC (D/B/A Agency360)
Entity Name:

Signature:

Signature:

Print Name:

Print Name:

Date:

Date:

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11 Exhibit A
Government Customer Addendum

If Customer is a Government Customer, the following Government Customer Addendum (“ Government Addendum”) forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a “Government Customer” means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department, or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, Indian tribal economic development organization, or port authority).

1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the Services Agreement.

2. Termination for Non -
Appropriation of Funds on Multi -Year Deals . Customer represents that it has received sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body) (“Governmental Appropriation”) for the first year of the term of any Order Form executed by Customer (the “ First Year” and all such years following the First Year which are included in the term of an Order Form, the “Future Years”). If Customer is subject to federal, state or local law which makes Cu stomer’s financial obligations under this Services Agreement contingent upon Governmental Appropriation, and if such funds are not forthcoming or are insufficient due to failure of such Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of any Future Years under the Services Agreement at no additional cost and with no penalty by giving prior written notice documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such termination. Customer will use reasonable efforts to ensure appropriated funds are available. It is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects gene rally its fiscal operations. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the Services with functionally similar products or services for a period of one year after the termination of the Services Agreement.

3. In
demnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify third parties, Section 14(a) and the indemnification provision included in Section 18 of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law.

4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records, freedom of information, or sunshine laws (“Open Records Laws”) the confidentiality requirements of Section 12 of the Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with the applicable Open Records laws.

5. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and offices thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority, or other controlling interest; and/or (iii) any public school (including without limitation K -12 schools, colleges, universities, and vocational schools) (collectively referred to as the “New Entity”) may purchase the Services specified herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be cons trued as a dealer, re -marketer, representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary t o purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable to the New Entity.

Docusign Envelope ID: 45CBAB67-A5B0-4578-91C2-5A87669441A0 Item 1N - Page 19
NEOGOV™ P<!>werDMS
Digital Management Software
A NEOOOY~

12 Exhibit B
Integration Terms Addendum
NEOGOV offers integrations and platform APIs for integrations to third party systems (“Integration Services”). Customer may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following terms (the “Integration Terms Addendum”) shall apply to the extent that Customer utilizes a system integration between the Services and either: (a) an affiliated integrated service, including those found at https://api.neogov.com/connect/marketplace.html (“Affiliated API”) or to the extent that Customer utilizes a system integration between the Services and an unaffiliated third-party service (“Customer Application”) integrated using NEOGOV’s open API (“Open API”). Integration Services are not available for HRIS Services and this Exhibit B shall not apply to HRIS Services.

1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this Agreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Open API for communication between Customer’s human resource related third application(s) that will interoperate with NEOGOV Services (collectively these uses shall be referred to as the “API” or “Integration”). Customer acknowledges there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.

Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API with any third party, must keep the API and all log-in information secure, and must use the API key as Customer sole means of accessing the API.

2. Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third-party materials, including all intellectual property rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-party license agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed under such third-party license agreements.

3. Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; combine or integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or ot herwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API.

4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer third-party vendors that integrate with the API (collectively the “Customer Applications”), shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://api.neogov.com/connect/index.html from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control.

6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth Docusign Envelope ID: 45CBAB67-A5B0-4578-91C2-5A87669441A0 Item 1N - Page 20
NEOGOV™ P<!>werDMS
Digital Management Software
ANEOGOY-1
13 in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

Notwithstanding the foregoing, NEOGOV reserves the right to cha rge for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.

7. API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process.

Customer agrees to monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.

This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most recent version(s). You are required to make any such changes to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services.

8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections, or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions.

9. Open API Limitations . TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT

WILL NEOGOV BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,

NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST

PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF

BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE

AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU

MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

Docusign Envelope ID: 45CBAB67-A5B0-4578-91C2-5A87669441A0 Item 1N - Page 21
NEOGOV™ P<!>werDMS
Digital Management Software
ANEOGOY-1

ATTACHMENT B

Item 1N - Page 22
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTION FOR APPLICANTS)
(Revised 05/16/19)

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
Who Must File?
Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials . Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City’s board or commissions.

Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City ’s Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City’s interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with a beneficial ownership interest of five percent (5%) or more.

When Must I File?
You must file this form with the Office of the City Clerk, or designee, at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed.

What Must I Disclose?
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).

Note: (1) you must make these disclosures in relation to the applicant entity, and also in relation to any related entity that owns a part of, or makes a profit based upon the business of the applicant entity. Disclosures may include parent, subsidiary or affiliated entities of the applicant entity; (2) if any entity that is not a natural person serves as the applicant entity (e.g. as a member of the applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed.

B. The names of persons owning a beneficial interest of five percent (5%) or more in your entity, Owners/investors who have such an interest hold either investment power or voting power, i.e., they can (i) sell or transfer their interest, or (ii) vote their interest in management decisions.

NOTE: USE ADDITIONAL PAGES AS NECESSARY
What if I Have Questions?
If you have any questions about how to complete this form, please contact the Office of the City Clerk, (760) 323-8206, [email protected].

Docusign Envelope ID: 0FC56586-037A-4449-9AF4-528F52543730 Item 1N - Page 23
City of Palm Springs
Public Integrity Disclosure
Supplementary Instructions
In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these s upplementary instructions to clearly identify the required information, and the format the information should be provided.

If you, as the applicant, are a business entity (i.e. a corporation or limited liability company), and it is also comprised of other business entities as its members or having a financial interest, all other such business entities must also be disclosed, including those entities other business entities, if any.

Ultimately, the City’s disclosure document (attached) requires a listing identifying all natural persons having any financial interest over 5% of the business entities (and any other business entities comprising your business entity)
As an example , Applicant is: Acme Brothers, Inc., a California corporation, whose officers are: John Doe, Jill Doe, and Jay Doe, which is owned 50% by Acme Brother s, LLC, a California limited liability company, and John Doe (25% interest) and Jill Doe (25% interest). Acme Brothers, LLC, is managed by Acme Brothers 2, Inc., a California corporation, whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a California limited liability company , which is managed by George Doe, with George Doe and Jane Doe having 50% interest each.

The full business entity disclosure in this example would resemble the following:

1. Acme Brothers, Inc., a California corporation (PID Form 1) a. Officers: John Doe, Jill Doe, and Jay Doe page 1
b. Ownership: page 2
i. 50% Acme Brothers, LLC, a California limited liability company ii. 25% John Doe
iii. 25% Jill Doe

2. Acme Brothers, LLC, a California limited liability company (PID Form 2) a. Managers: Acme Brothers 2, Inc., a California corporation page 1 b. Ownership: 100% Acme Brothers 2, Inc., a California corporation page 2

3. Acme Brothers 2, Inc., a California corporation (PID Form 3) a. Officers: George Doe, Bill Doe, and Jane Doe page 1
b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company page 2

4. Acme Brothers 2, LLC, a California limited liability company (PID Form 4) a. Managers: George Doe page 1
b. Ownership: page 2
i. 50% George Doe
ii. 50% Jane Doe
Docusign Envelope ID: 0FC56586-037A-4449-9AF4-528F52543730 Item 1N - Page 24
The full disclosure listing of natural persons with financial interest in Acme Brothers, Inc., a California corporation, would represent the following:

1. John Doe, 25%

2. Jill Doe, 25%

3. George Doe, 25%

4. Jane Doe, 25%
In order for you, as an applicant, to disclose to appropriate City officials any potential conflict of interest, it is critical that all managers, members, corporate officers, and all natural persons having any financial interest of 5% or more be identified. Failure to identify all such persons may be cause for any action approved by the City to be declared null and void.

Docusign Envelope ID: 0FC56586-037A-4449-9AF4-528F52543730 Item 1N - Page 25

CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM