CONSENT AND AGREEMENT

FOR THE PRIVILEGE TO USE AIRPORT PROPERTY

On the ____ day of _______________, 2024, the Northwest Regional Airport Authority
(hereinafter referred from time to time as the “NRAA”) and the National Cherry Festival
Foundation (“NCF”), enter into this consent and agreement (the “Agreement”) for NCF’s agents,
employees, officers, contractors, and volunteers to enter upon certain premises at the Cherry
Capital Airport (the “Airport”) for the purpose of conducting the NCF’s National Cherry Festival
Airshow (the “Airshow”) for the term and on the conditions set forth herein;

WHEREAS, the NCF desires to utilize portions of the Cherry Capital Airport, including
but not limited to taxiways, taxilanes, runways, ramps, fueling services, and the premises of the
NRAA’s tenants and licensees to access the Airport for NCF’s Airshow in connection with the
2024, 2025, and 2026 National Cherry Festivals; and

WHEREAS, the NRAA has adopted a Special Events Policy for events at the Airport which
permits Special Events that impede, delay, or obstruct normal passenger traffic or operations at the
Airport only pursuant to an agreement between the NRAA and the Special Event Sponsor; and

WHEREAS, the Airshows during the term of this Agreement will result in a temporary
closure of portions of the Airport resulting in impeding, delaying, and obstructing normal
passenger traffic or operations at the Airport (the “Impacts”); and

WHEREAS, the Impacts result in additional actual costs to the NRAA associated with
temporarily closing the Airport for the Airshow, including but not limited to actual costs incurred
by the NRAA in obtaining the necessary approvals from the FAA for portions of the Airport to be
temporarily closed, escorting, airline schedule de-confliction, public service announcements and
other costs necessary to temporarily close portions of the Airport;

NOW THEREFORE, the Airport permits the NCF to use the Airport for the purpose of the
Airshow on the following terms and conditions and the NCF agrees to the following terms and
conditions:

1. Term. The Term of this Agreement is for the 2024, 2025, and 2026 Airshows. The
term for the 2024 Airshow is between June 27, 2024, and June 30, 2024. The term for the 2025
and 2026 Airshows shall be determined as set forth in Section 2 b and 2 c of this Agreement.

2. Activities. The Activities consented to following review and approval by the Chief
Executive Officer (CEO) are as follows:

A. 2024 Airshow.

a. Thursday, June 27, 2024. The temporary closure of the Airport from 3:00
pm to 4:00 pm for practice of the Blue Angels only. The Blue Angels will not taxi
out or begin practice until all scheduled commercial airline flights have safely
landed or departed the Airport. NCF has requested additional times for the
temporary closure of the Airport for this purpose. The NRAA will in good faith
 attempt to de-conflict the current airline schedule for the Airport during these times,
but in the event the Airport is unable to do so, temporary closure of the Airport
during these times is not authorized. Regardless of the times consented to, no other
performers shall practice on this day and the Blue Angels will not taxi out or begin
practice until all scheduled commercial airline flights have safely landed or
departed the Airport.

b. Friday, June 28, 2024. The temporary closure of the Airport from 3:00 pm
to 4:00 pm for practice of the Blue Angels only. The Blue Angels will not taxi out
or begin performing until all scheduled commercial airline flights have safely
landed or departed the Airport. Low speed aircraft operations as defined by the
Airport will be permitted to practice between 1:00 pm to 3:00 pm provided they do
not have any impact on airline operations at the Airport.

c. Saturday, June 29, 2024. The temporary closure of the Airport from 3:00
pm to 3:50 pm for the Blue Angels performance only. The Blue Angels will not
taxi out or begin performing until all scheduled commercial airline flights have
safely landed or departed the Airport. Low speed aircraft operations as defined by
the Airport will be permitted to perform from 1:00 pm to 3:00 provided they do not
have any impact on airline operations at the Airport. If allowed by the FAA and
acceptable to United Airlines, the Airport will request that the flight path for the
inaugural United Houston flight be over show center.

d. Sunday, June 30, 2024. The temporary closure of the Airport from 3:00
pm to 4:00 pm for the Blue Angels performance only. The Blue Angels will not
taxi out or begin performing until all scheduled commercial airline flights have
safely landed or departed the Airport. Low speed aircraft operations as defined by
the Airport will be permitted to perform between 1:00 pm to 3:00 pm provided they
do not have any impact on airline operations at the Airport.

e. Additional Days and Times. At the NCF’s option and subject to the
NRAA’s ability to de-conflict the current airline schedule for the Airport during
these times one of the following, the temporary closure of the Airport Wednesday,
June 26, 2024, between 8:30 am and 11:00 am or the temporary closure of the
Airport Thursday, June 27, between 8:30 am and 10:30 am for circle and arrival
of the Blue Angels.

B. 2025 Airshow. One high speed aircraft operation between the hours of 3:00 pm
and 4:00 pm for up to 20 minutes in the air and low speed aircraft operations as
defined by the Airport which do not have any impact on airline operations at the
Airport. The dates and schedule shall be preliminarily determined following the
NCF’s submission of the proposed schedule and aircraft operations on or before
November 1, 2024, which shall be finally determined by December 15, 2024,
following the NCF’s submission of a schedule and aircraft operations and on such
terms and conditions as necessary to ensure minimum Impacts to the Airport. Low
speed aircraft operations may be allowed on Saturday only for a “night time” air
show approximately from dusk to dark.

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C. 2026 Airshow. Contingent on compliance with paragraph 4, high speed aircraft
operations as approved by the NRAA for one (1) hour and low speed aircraft
operations as defined by the Airport for one (1) hour which do not have any impact
on airline operations at the Airport. The dates and schedule shall be preliminarily
determined following the NCF’s submission of the proposed schedule and aircraft
operations on or before November 1, 2025, which shall be finally determined by
December 15, 2025, following the NCF’s submission of a scheduled and aircraft
operations and on such terms and conditions as necessary to ensure minimum
Impacts to the Airport. Low speed aircraft operations may be allowed on Saturday
only for a “night time” air show approximately from dusk to dark.

For each Airshow set forth above, the NCF shall provide the NRAA with a list of aircraft
operations that are proposed to be included in the Airshow. No aircraft operation shall be
allowed unless the aircraft operation has been reviewed and approved by the CEO. The
NCF expressly understands and agrees that an aircraft operation shall not be permitted on
the Airport for any airshow, including subsequent airshows if approved, unless the nature
and scope of the aircraft operation has received prior approval from the CEO. The NCF
shall be solely responsible for any liabilities, costs or expenses incurred by the NCF in the
event the NCF enters into commitments or agreements with any performer or aircraft
operation prior to review and approval of the nature and scope of the aircraft operation by
the CEO in the event the CEO does not approve the aircraft operation.

3. Fees and Costs. NCF shall pay the following fees and reimburse the NRAA’s costs
incurred in connection with the Airshow as follows:

A. 2024 Airshow. $86,000.00 if no arresting gear is to be installed at the Airport, or

$106,000.00 if arresting gear is to be installed at the Airport. This amount is
inclusive of any applicable fees as set forth in the Events Policy and shall be
submitted to the NRAA no later than 3 days prior to the commencement of the 2024
Airshow Term as set forth herein. All or a portion of the amount due may be
provided in kind through an agreed upon sponsorship agreement that, if entered
into, will become a part of this Agreement.

B. 2025 Airshow. $74,500.00. If low speed aircraft operations only are permitted,
$66,810.00. This amount is inclusive of any applicable fees as set forth in the
Events Policy and shall be submitted to the NRAA no later than 3 days prior to the
commencement of the 2025 Airshow Term as set forth herein. All or a portion of
the amount due may be provided in kind through an agreed upon sponsorship
agreement that, if entered into, will become a part of this Agreement.

C. 2026 Airshow. $84,000.00 if a high speed aircraft operation is permitted and no

arresting gear is to be installed at the Airport, or $104,000.00 if arresting gear is to
be installed at the Airport. If low speed aircraft operations only are permitted,
$68,000.00. The applicable amount is inclusive of any fees as set forth in the Events
Policy and shall be submitted to the NRAA no later than 3 days prior to the
commencement of the 2026 Airshow Term as set forth herein. All or a portion of

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 the amount due may be provided in kind through an agreed upon sponsorship
agreement that, if entered into, will become a part of this Agreement.

4. Feasibility Study. On or before November 1, 2025, the NCF shall at its sole cost
and expense conduct a feasibility study to evaluate the impacts of an airshow including high speed
aircraft. The feasibility study shall include a comprehensive feasibility study/review by the flight
standards district office (FSDO) servicing the Airport of the proposed program for the 2026
Airshow, an economic impact analysis of the 2024 Airshow quantifying the financial benefits to
the Airport and the local community, and an analysis on the impact to commercial airline and
general aviation revenue and the cost to public agencies impacted by the Airshow, which include
but are not limited to the NRAA, the City of Traverse City, the County of Grand Traverse, the
State of Michigan, and the Federal Government. The study should also include the cost to the
NCF to operate the Airshow, including but not limited to direct or indirect costs paid to or for
airshow participants and an analysis of the number of hours the NCF, including its employees,
officers, and volunteers incur in connection with the Airshow. The feasibility study will be used
by the NCF and the NRAA to evaluate the feasibility of subsequent airshows in connection with
their discussions of subsequent airshows following the term of this Agreement.

5. NCF Obligations.
A. Insurance. During the term of this consent for the 2024, 2025, and 2026 Airshows,
NCF shall maintain insurance in companies approved to do business in the State of Michigan with
an AM best rating of a VIII or higher for the protection of the NRAA and naming the NRAA, its
board, officers, employees, and agents as additional insureds using the broad form endorsement
providing additional insured status for ongoing and completed operations which shall be so stated
on the Certificate of Insurance. Such insurance shall provide coverage for claims, losses, costs or
expenses arising out of injuries or deaths of any person, including NCF employees and volunteers,
or claims, losses, costs, or expenses arising from damage to any property whether such injury to
or death of any person or damage to property results from the acts or omissions, negligent or
otherwise, of NCF, or any of its officers, contractors, performers, agents, employees, patrons, or
volunteers or any other person as a result of the Airshow or the use of the Airport by NCF for the
Airshow. Such policies shall provide for a liability limit on account of each accident resulting in
the bodily injury or death to one person of not less than Ten Million ($10,000,000) Dollars; a
liability limit on account of each accident resulting in bodily injury or death to more than one
person of not less than Ten Million ($10,000,000) Dollars; and a liability limit for each accident
resulting in property damage of not less than Ten Million ($10,000,000) Dollars.

NCF shall further maintain such other insurance and in such amounts as may from time to
time be reasonably required by the NRAA as history, experience, industry practice, and prudent
risk management indicate to be necessary to protect the NRAA, the NCF, and the public.

NCF shall furnish evidence to the NRAA of the continuance of said policies by depositing
a certificate of insurance with the NRAA which shall include an endorsement acceptable to the
NRAA naming the NRAA as an additional insured. Said policies shall be so worded as to insure
that they shall not be modified, canceled or terminated without at least five (5) days’ notice to the
NRAA. Said policies shall also be subject to the approval of the NRAA. NCF further agrees that

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a waiver of subrogation clause shall be incorporated into and made a part of said insurance policies
to the extent it can be accomplished without prejudice to the rights of NCF.

B. Indemnification. NCF further covenants that it shall defend, indemnify, and hold
harmless the NRAA, its officers, directors, members, managers, employees, and agents, from and
against any and all claims, actions, suits, liabilities, damages, losses, costs or expenses whatsoever,
including without limitation attorney fees and any claims by any aeronautical user of the Airport,
passenger, commercial air carrier or air carrier for hire for lost revenues as a result of the temporary
closure of the Airport, or any fines or penalties, including loss of grant revenue, imposed on the
Airport by the Federal Aviation Administration or the State of Michigan or any agency or
department thereof as a result of the NCF’s performance of this Agreement, use of the Airport, or
the Airshow in connection with:

(a) The loss of life, personal injury, or property damage, including environmental
damage, originating on or about the Airport from any cause whatsoever related to
NCF’s performance of this Agreement, use of the Airport, or the planning,
preparation, staging, or execution of the Airshow;

(b) The use of the Airport by NCF, including the officers, contractors, performers,
agents, employees, patrons, volunteers, and property of NCF, and all persons on
the Airport with or without NCF’s invitation;

(c) Any act or omission of NCF (in whole or in part), or its agents, contractors,
performers, employees, servants, volunteers, customers, or licensees; and

(d) NCF’s failure to comply with any provision of this Agreement.

NCF’s obligation to hold harmless, defend, and indemnify shall not apply to claims, losses,
or expenses arising from the sole negligence of the NRAA, its officers, directors, employees, or
contractors, or to bodily injury, including death, of an employee of NRAA injured in the course of
their employment for NRAA. The obligation to defend, indemnify, and hold harmless shall survive
expiration and termination of this Agreement, is not intended to waive the defense of governmental
immunity that may be asserted by the NRAA in any action against it, is intended to be as broad
and inclusive as is permitted by law and that if any portion thereof is held invalid, it is agreed that
the balance shall, not withstanding, continue in full legal force and effect, and shall not be limited
be limited by insurance coverage of any type.

6. NCF’s Contractors and Performers.

NCF shall assure that its contractors, or any other contractors performing any work or
engaging in any activity related to the purpose of this Agreement shall obtain and maintain the
following policies of insurance for the term of this Agreement:

(a) Worker's Compensation and Occupational Disease Insurance in the amounts

required under the laws of the State of Michigan;

(b) Comprehensive General Liability and Automobile Insurance for bodily injury,
death, or loss or damage to property or third persons in the minimum amount of at

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 least $5 million per occurrence and aggregate, which policy shall name the NRAA
as an additional insured in the same manner and form as required of the NCF as set
forth in paragraph 5.A.

Additionally, the NCF shall ensure all of the permitted aircraft operations are appropriately
insured considering the nature and scope of the aircraft operation.

NCF shall obtain its contractors agreement to defend, indemnify and hold the NRAA
harmless against and from all liabilities, losses, damages, costs, expenses (including attorney fees),
causes of action, suits, claims and demands for judgment, including but not limited to removal of
hazardous substances or remedial action incurred as a result of any order of the United States
Government or any agency, the State of Michigan or any state agency, any local governmental
unit, or any court or administrative agency resulting from or claimed to have resulted or arisen
from hazardous materials being on the Airport resulting or arising out of:

(a) the failure of the contractor to comply with the provisions of this Agreement; or

(b) any acts or omissions, negligent or otherwise, of the contractor, contractor’s

employees, agents, contractors, or subcontractors in the performance of the work
or activities related to the purpose of this Agreement.

The contractor's agreement to defend, indemnify, and hold harmless shall survive the
termination of this Agreement or the NCF’s agreement with its contractor.

NCF shall furnish to the NRAA a copy of the agreements with its contractors and
performers prior to the commencement of any work or activity by a contractor or performer on the
Airport.

7. Events Policy.
NCF shall comply with the Events Policy a copy of which is attached hereto as Attachment
1 and made a part hereof. To the extent there is a conflict between the Events Policy and this
Agreement, the terms and conditions of this Agreement shall control.

8. Subsequent Airshows.

Contingent on NCF’s compliance with paragraph 4, the parties agree to negotiate in good
faith following receipt of the feasibility study to discuss an agreement for airshows in years
subsequent to the term of this Agreement.

9. Non-Discrimination and AIP Required Provisions.

The parties agree not to discriminate against an employee or applicant for employment
with respect to hire, tenure, terms, conditions or privileges of employment, or a matter directly or
indirectly related to employment because of race, color, religion, national origin, age, sex, height,
sexual orientation, weight, or marital status. Breach of this covenant may be regarded as a material
breach of this Consent. Additionally, NCF agrees to comply with the AIP Required Provisions
attached hereto as Attachment 2, attached hereto and made a part hereof.

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 10. Compliance with Laws, Rules and Regulations.
NCF shall comply with all federal, state, local, and NRAA laws, rules, and regulations in
connection with NCF’s use of the premises.

11. Default.

In the event that NCF fails to perform any of the terms and conditions of this Agreement
all of which are material and the breach of which shall entitle the NRAA, at its option, to
immediately terminate this Agreement, including immediate termination of an Airshow and
restoration of normal operations at the Airport and in the event of such termination, NCF shall
immediately cease the Airshow and restore the Airport premises used to the condition such
premises were in prior to NCF’s use of the premises or the NRAA may seek enforcement of any
part of this Agreement on such terms and conditions as NRAA deems advisable in its sole
discretion.

NORTHWEST REGIONAL NATIONAL CHERRY FESTIVAL FOUNDATION

AIRPORT AUTHORITY

By: By:____________________________________
Steve Plamondon, Chairman Kat Paye, Executive Director

By:
Kevin C. Klein, Recording Secretary