MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (this “MOU”) is entered into as of _____________ (the

“Effective Date”) is between Northwest Regional Airport Authority, a regional airport authority
and public body corporate formed under chapter VIIA of the Michigan Aeronautics Code, MCL
259.137, et. seq., (“NRAA”) and The Festival Foundation, a Michigan nonprofit corporation,
(the “Foundation”),

Background

A. NRAA owns and operates Cherry Capital Airport (ICAO: KTVC) (the “Airport), a
Federal Aviation Regulations (“FAR” or “14 CFR §”) Part 139 airport.

B. NRAA is a Federal Aviation Administration (“FAA”) Airport Improvement Program

(“AIP”) -obligated sponsor of the Airport.

C. The Foundation annually operates an airshow northwest of the Airport in the airspace
over the southern end of West Grand Traverse Bay (the “Airshow”).

D. The 2024 operations of the Airshow are slated to occur 27-30 June 2024 (the “2024
Airshow Operations”). For ease of reference:

(i) The operations of the Airshow in 2025 are the “2025 Airshow Operations;”

(ii) The operations of the Airshow in 2026 are the “2026 Airshow Operations;”

(iii) The 2025 Airshow Operations and the 2026 Airshow Operations, collectively, are
the “Future Airshow Operations;” and

(iv) The 2024 Airshow Operations, the 2025 Airshow Operations, and the 2026
Airshow Operations are the “Covered Airshow Operations.”

E. NRAA and the Foundation wish to memorialize the terms under which they will
cooperate with respect to the Covered Airshow Operations.

Agreement

1. Waiver. The Foundation will apply to the FAA for, and use commercially reasonable
efforts to obtain, with usual and customary special provisions, a waiver of such FAR
requirements as are necessary to conduct the Airshow, including, but not limited to, by
submitting, and pursuing the waiver using, FAA Form 7711-2 (such waiver, when issued,
being a “Waiver”).

2. Staffing and Other Arrangements. The Foundation will retain and use such qualified
personnel as are required by the FAA to conduct and supervise the Covered Airshow
Operations according to the applicable Waiver, including, where required, one or more
holders of an FAA-issued air boss letter of authorization with appropriate privileges.
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3. TFR. The Foundation will apply to the FAA for, and use commercially reasonable efforts
to obtain, one or more temporary flight restrictions as contemplated by 14 CFR § 91.145
(each a “TFR”) extending five nautical miles around Airshow center (approximately N
44° 46’ 26.77”, W 85° 37’ 02.59”) protecting the aerial demonstration area (the full 5nm
TFR being the “Full TFR”). The Foundation will use commercially reasonable efforts to
cause the area of the TFR to not cover, or to not be enforced in, an area south of 44° 45’
28” north latitude (the non-excluded area north of that line being the “Limited TFR”)
during the time of performances for which a United States or other military
demonstration team do not require the Full TFR.

4. Ground Operations Plan. If NRAA elects to prepare a ground operations plan for the
2024 Airshow Operations or any Future Airshow Operations, the Foundation will, upon
request by NRAA, provide commercially reasonable information to the extent such
information is contemplated by the FAA’s guidelines for such plans (contained, as of the
Effective Date, at https://www.faa.gov/airports/airport_safety/airshows).

5. Air Carrier Coordination.

(a) The Foundation will, as required by FAA Order 8900.1, Vol. 3, Ch. 6, Sec.
3-154(A)(4)(d) establish liaisons with scheduled air carriers to coordinate the
flight program of the Covered Operations to avoid disruption to commercial
service. The Foundation will conduct such activities such that a suspension of
airport traffic or diversion of other aircraft traffic will not cause a hardship to
scheduled air carrier operations.

(b) NRAA shall be advised in advance by the Foundation with respect to such contact
with air carriers to coordinate the flight program of the Covered Operations to
avoid hardship to scheduled air carrier operations.

(c) The Foundation shall use all commercially reasonable efforts to prevent
cancelation or delay of flight with the scheduled air carriers during the Covered
Operations, and shall work directly with NRAA to move any conflicting flights to
before or after the Covered Operations.

6. Performers.

(a) The Foundation will select, retain, contract with, pay, and manage all performers
that perform as a part of the Covered Airshow Operations. The Foundation will
ensure that all performers who perform under the Waiver are acceptable to the
FAA. The Foundation shall be solely responsible for any liabilities, costs or
expenses incurred by the Foundation in the event the Foundation enters into
commitments or agreements with any performer or aircraft operation.
Additionally, the Foundation shall ensure all of the non-DOD Airshow aircraft
operations are appropriately insured considering the nature and scope of the
aircraft operation.

(b) The Foundation will, as information and arrangements become available, provide
to NRAA such information as the Foundation then has with respect to proposed
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and retained performers for the Covered Airshow Operations. In any case, without
limiting the foregoing, the Foundation will, on or before 31 December before each
of the Future Airshow Operations, provide to NRAA the then-current information
and arrangements.

7. Access.

(a) NRAA will permit the Foundation and its agents, officers, volunteers, performers,
and/or contractors to enter upon the Airport for the purpose of conducting the
Covered Airshow Operations.

(b) NRAA will provide to all aircraft participating in the Covered Airshow
Operations access to the taxiways, runways, and other applicable areas of the
Airport necessary to taxi out, take off, land, taxi, and otherwise operate at the
Airport in according to the TFR and Waiver.

(c) If the Foundation requires that arresting gear be installed at the Airport for any
Covered Airshow Operations, the Foundation will request to NRAA (which may
be by e-mail or any other reasonable means) a reasonable time in advance that
such arresting gear is required, and if approved, NRAA will facilitate such
installation, use, and deinstallation of such arresting gear. The Foundation will
pay to NRAA the actual reasonable out-of-pocket cost of NRAA incurred in
carrying out such facilitation.

(d) If any Foundation personnel require access to the Airport grounds for which
NRAA, in the exercise of its legal authority, requires badging, NRAA will
provide badging to such personnel according to procedures, and at reasonable fees
(including, but not limited to, lost-badge fees).

8. FAA Coordination. If NRAA seeks any study or ruling by the FAA, the NTSB, the U.S.
Department of Transportation, or other state or federal agency with respect to any
Covered Airshow Operations, NRAA will, at or prior to the time at which NRAA makes
any such request, give notice to the Foundation of such request, including such
particulars as are a part of the request. If all of any part of any such request is in written
form, the notice must include a copy of the written matter.

9. 2024 Airshow Operations. The following provisions are specific to the 2024 Airshow
Operations.

(a) The parties anticipate that the Limited TFR will be in place from 1300 US ET to
1500 US ET and the Full TFR will be in place from 1500 US ET to 1600 US ET
on each of Friday, Saturday, and Sunday 28, 29, and 30 June 2024.

(b) The parties will use commercially reasonable efforts to schedule time windows
during Thursday 27 June 2024 under a Full TFR to permit the Blue Angels
circling and practice.
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(c) Coordinate air carrier operations with the above TFR windows will be consistent
with Section 4.

10. 2025 and 2026 Airshow Operations. 2025 and 2026 Airshow Operations shall be
consistent with the terms of this MOU, subject to the time and scheduling of their
respective TFRs and Waivers.

11. No Closure of the Airport. The parties understand that closure of the Airport, as such, is
not required by any of the Covered Airshow Operations. Except for the effects of the
TFR on flight in the airspace covered by the TFR, NRAA need not close the Airport and
the Foundation does not request that NRAA close the Airport. During the effective times
of the TFR, NRAA will not restrict or limit any operations on, in to, or out of, the
Airport that are permitted during the effective time of a 14 CFR § 91.145 temporary
flight restriction.

12. Insurance. During the term of this consent for the 2024, 2025, and 2026 Airshows,
Foundation 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 the following terms: against claims, losses, costs or
expenses arising out of injuries or deaths of persons whether or not employed by
Foundation; or against claims, losses, costs, or expenses arising from damage to property,
whether resulting from the acts or omissions, negligence or otherwise of Foundation, or
any of its agents, employees, patrons, or other persons, and growing out of the use of the
said airport premises by Foundation. 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. Foundation shall further maintain
such other insurance and in such amounts as may from time to time be reasonably
required by the NRAA against other insurable hazards which at the time are commonly
insured against in the case of premises similarly situated. Foundation shall furnish
evidence to the NRAA of the continuance of said policies by depositing a certificate of
insurance with the NRAA which names the NRAA as an additional insured on the face of
said policies. Said policies shall be so worded as to insure at least five (5) days’ notice of
cancellation to the NRAA. Said policies shall also be subject to the approval of the
NRAA. Foundation further agrees that 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 Foundation.

13. Indemnification. The Foundation further covenants that it shall defend, indemnify, and
hold harmless NRAA and its officers, directors, members, managers, employees, and
agents, from and against any and all claims, actions, suits, liabilities, damages, losses,
costs or expenses whatsoever in connection with:
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(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
Foundation’s performance of this MOU;

(b) The use of the Airport by the Foundation, including the persons and property of
Foundation, and all persons on the Airport by the Foundation invitation; and

(c) Any act or omission of the Foundation (in whole or in part), or its agents,
contractors, employees, servants, customers, or licenses.

Foundation obligation to hold harmless, defend, and indemnify shall not apply to claims,
losses, or expenses arising from the 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 his employment for NRAA. The obligation to defend, indemnify,
and hold harmless shall survive the expiration and termination of this MOU.

14. Sponsorship Package. The Foundation will provide to NRAA for its support, effort, and
time, the sponsorship package presently characterized as the Platinum Sponsorship
Package attached as Schedule 1. NRAA will promptly provide to the Foundation such
information, graphic content, access to personnel, lists necessary for event passes, and
similar matters as is necessary to provide to NRAA the benefit of such sponsorship.

15. Term. The Term of this Agreement is for the three years of the Covered Operations. The
parties will collaborate in good faith to coordinate and enable performances of the
Airshow in 2027 and beyond.

16. Miscellaneous.

(a) Notice. Any notice required or permitted to be given under this MOU must be in
writing and will be deemed effective (a) if given by personal delivery, upon such
personal delivery, (b) if given by nationally-recognized courier or mail service (in
either case that has realtime or near-realtime tracking), at the time that the notice
is delivered (or an attempt is made to deliver the notice, regardless of whether
refused) to the receiver’s premises according to the tracking records of the courier
or mail service, or (c) if by e-mail, when sent, provided that sender receives no
indication within four hours after sending that the e-mail message failed to reach
the receiver. If a receiver knowingly or intentionally renders an e-mail system
incapable of receiving notice by that means, any notice sent by e-mail will
nevertheless be effective upon sending. The addresses for notice for each party
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are stated below. Either party may change its address for notice by notice to the
other party.

If to NRAA:

Northwest Regional Airport Authority

727 Fly Don’t Drive
Traverse City, Michigan 49686
admin@tvcairport.com
Attn: General Counsel

If to the Foundation:

The Festival Foundation

521 South Union Street
Traverse City, Michigan 49684
kat@cherryfestival.org
Attn: Executive Director

(b) Compliance with Law. Each party will comply with all law, including, but not
limited to, federal grant assurances, that apply to the party.

(c) Choice of Law. This MOU will be governed by the law of the State of Michigan
and of the United States. For the avoidance of doubt, (i) where any state or local
law is preempted by federal law, the federal law will prevail; and (ii) as between
the parties, no local rule, regulation, or ordinance will have any effect on the
parties’ obligations under this MOU. Each party agrees to the jurisdiction of such
courts and hereby consents to the personal jurisdiction of such courts as the most
appropriate and convenient for the resolution of any disputes related to this MOU.
The parties shall attempt in good faith to resolve any dispute arising out of or
relating to this agreement promptly by negotiations between executives who have
authority to settle the controversy.

(d) Nondiscrimination. 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 MOU.

(e) Severability. If any provision of this MOU is held to be invalid or unenforceable,

such provision shall be struck from this MOU and the remaining provisions shall
remain in full force and effect.

(f) Waiver. No waiver of any provision of this MOU shall be effective unless in
writing and signed by both parties.
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(g) Authorization. Each Party acknowledges that they have full power and are duly
authored to enter into this MOU, and each party is relying upon such
authorization in the execution of this MOU.

(h) FAA-Related Disagreements. In the case of any disagreement between the parties
with respect to a matter that is governed by the Federal Aviation Act of 1958, as
amended and recodified, Title 49 U.S.C. §§ 40101, 40113, 40114, 46101, 46104,
46105, 46106, 46110; the Airport and Airway Improvement Act of 1982, as
amended and recodified, Title 49 U.S.C. §§ 47105(d), 47106(d), 47107(k),
47107(l), 47111(d), 47122; or the FAA, the parties will abide by any decision
rendered by the FAA, whether by or through (i) the West Michigan FSDO or any
higher authority within or above the FAA (whether under 14 CFR Part 13 or
otherwise), (ii) the Director of Airport Safety and Standards or any designee or
delegee thereof in any 14 CFR Part 16 proceeding, (iii) the FAA Administrator or
any designee or delegee thereof, or (iv) otherwise by or through the FAA.

Signatures appear on the next page.

MOU NRAA & FOUNDATION Page 8

Signature Page to

MEMORANDUM of UNDERSTANDING

The parties have executed this MOU as of the Effective Date.

NRAA The Foundation

Northwest Regional Airport Authority The Festival Foundation

By: ____________________________ By: ____________________________

(Signature) (Signature)

____________________________ ____________________________
(Printed name) (Printed name)

Its: ____________________________ Its: ____________________________

(Title) (Title)