### AGREEMENT BY ERICKSON, KA WERAK, AND DO T FOR ATNEP COMPENSATION FOR AIR TRANSPORATION AT DIOMEDE, ALASKA, -, .. . 1 : · · , . ' : , ; J ~

. .- . ~
. ..• , , r: .,_ } : f 

### I
. BACKGROUND AND PURPOSE This agreement is entered into by and among the U.S
. Department of Transportation (DO T or Department), Erickson Helicopters , Inc., a wholly-owned subsidiary of Erickson Air-Crane , Incorporated (Erickson), and Kawerak, Inc
. (Kawerak), and each is hereinafter referred to individually as the " Party" and collectively as the "Parties " for the provision by Erickson of Air Transportation to Noneligible Places (ATNEP) at Diomede, Alaska (Diomede) , pursuant to 49 U.S.C. § 41736. This agreement also sets forth the terms and conditions of payment to Erickson of not more than $377,520 to provide such ATNEP. Under 49 U.S
. c . § 41736(a)(1)(8) , one-h 1 1 l f of the total subsidy 0[$377,520 Erickson will be eligible to receive must be paid by Kawerak and the remaining one-half shall be paid by DOT. II
. PARTIES' ROLES AND RESPONSIBILITIES A. ERICKSON: Erickson will provide ATNEP at Diomede from July 1,2014 , throug h June 30, 2015, based on the level o f service described in this agreement, and will provide monthly claims for payment to DOT after commencing ATNEP at Diomede. 8. DOT: On July 8,2014 , DOT issued an Order selecting Erickson. DO T is entering i nto this Agreement, consistent with the Order, to establish the terms and conditions of payment to Erikson for the services described in the Order and this agreement . After reviewing Erickson ' s monthly claim for accuracy and conformance with the payout provisions entered into in pursuit this agreement, DOT will notify Kawerak of its obligation to pay 50 percent of that A TN EP compensation to Erickson. The total amount to be paid by DOT from July 1,2014 , through June 30, 2015, shal l not exceed $188 , 76 d
. After Kawerak provides proof to DOT that it has paid the monthly compensation due to l Erickson, DOT will pay its equal share. C
. KA WERAK: Kawerak will pay 50 percent of Erickson's monthl y claim for providing A TNEP at Diomede to Erickson after receiving notice from DOT that such service has been provided
. The total amount to be paid by Kawerak from July 1 , 2014 , through June 30 , 2015 , shall not exceed $188 , 760. III. LEGAL AUTHORITY This agreement is entered into pursuant to 49 U.S.C. § 41736 (Air Transportation to None l igiblb l 

### Places)
.

Page 1

### A
. Erickson shall provide ATNEP services in accordance with the terms and conditions set forth in t~e Order and Append~x A of.this agreement . I
.. .. . . B
. The Parties understand that Enckson Intends to stage aircraft at Nome for Its eligible flights 

### to Diomede
. 

## c. Erickson shall request reimbursement for ATNEP services as specified by this Agreement
. IV. FLIGHT RATES



### A. Erickson shall provide ATNEP at Diomede from July 1 , 2014 , through June 30 , 2015 , based on the level of service indicated in Appendix A of this Agreement in exchange for total compensation of not more than $377 , 520. 

### B. Erickson understands and agrees that 50 percent of the total compensation it will receiv f for providing ATNEP at Diomede from July 1,2014 , through June 30, 2015, will be pai d by Kawerak and the remaining 50 percent will be paid by DOT, pursuant to 49 U.S.C. § 

### 41736(a)(1 )(B). 

### C. After commencing ATNEP at Diomede on July 1,2014, Erickson shall file a monthly 

## I claim with DOT indicating the level of service it had provided in the prior month. D
. Upon receipt of each monthly claim from Erickson , DOT shall review the claim to ensure accuracy and conformity with this agreement . Approval of each monthly claim from Erickson shall not be unreasonably withheld. DOT will promptly notify Erickson with I 

### any questions regarding Erickson's monthly claims, and Erickson shall have the option to resubmit a monthly claim if DOT requests changes that require resubmission. E. After reviewing Erickson's monthly claim, DOT shall notify Kawerak that it is obligated to pay 50 percent of Erickson's monthly claim. F
. 

### Upon receiving notice from DOT, Kawerak shall pay 50 percent of Erickson's monthly claim. G. 

### Upon payment of 50 percent of Erickson ' s monthly claim , Kawerak shall provide proof to DOT that Kawerak has paid Erickson its share of Erickson's monthly claim. H. Once DOT receives proof of payment by Kawerak to Erickson of 50 percent of 

## I Erickson ' s monthly claim, DOT shall then pay the remaining 50 percent of the monthly claim to Erickson within fifteen (15) 

### calendar days. I
. DOT agrees to continue to pay its 50 percent share of Erickson's monthly claims as long as Erickson maintains the established level of A TNEP and Kawerak continues to pay itk 50 percent share. The Secretary of Transportation 

### may also make appropriate 

## I adjustments in the level of ATNEP provided at Diomede per 49 U
. S.c
. § 

### 41736(e). J. 

### The Parties understand and agree that the compensation to be paid by DOT to Erickson for ATNEP at Diomede is calculated and distributed on U.S. DOT ' s fiscal year basis, subject to the availability of funds. 

# v. TERMS AND CONDITIONS



### Page 2K
. Th e Parti e s understand and agre e that DO T is not responsibl e f or 

### any los s 

### of any f

un di nJ obtained by K awerak tor payme nt of K awerak ' s 50 percent share o f Erickson ' s monthlY I claims. i 

### L
. Erickson understands and agrees that , 

### in providing ATNEP at Diomede , passenger service shall be given first priority, but mail and freight may be transported on a spac e - i available basis
. Because Erickson also provides mail deliv ery to D i ome de pursuant to an agreement with the United States Postal Service ( USPS) , to ensure that Erickson ' s service at Diomede is not double counted , Erickson shall submit with its monthl y ATNBP claim a listing of the entire service it provided at Diomede that month that distingu i s he s between the service provided under this agre ement and th e service provided under its USPS agreement . 

### VI . OTHER PROVISIONS A
. Primary Points of Contact:
a . DOT :



### b. Erickson:

Kevin S. Schlemmer Chief, Essential Air Service Program 1200 New Jersey Avenue , S E Room W86-309 Washington , D.C. 20590 (202) 366-3 1 76 Kevin
. Schlemmer@do t . gov For billing: John DiLuc c io Director of Resourc e Directorate 1200 New Jersey Av e nue , SE Room W86-302 Washington , DC 20590 (202) 366

- 5631 J o hn.Di Lucci o @ d ot . 1!
. ov

For Co ntracting : Edward 

### T. Rizzuti, Vice President , General Counsel & C orporate Secret ary Erickson Air-Crane Incorporated 5550 SW Macad am Avenue , Suite 200 Po rtland , OR 97239 Tel : (503) 505-5821 Fax: 

### (503) 473-8540 eri zz llli ( {1 l eri c kson ai l ' crane . c o m

Page 3For Operations: Andrew Young Interim Base Manager Alaska Erickson Helicopters Inc
. Anchorage , Alaska 1936 Merrill Field Drive Anchorage, AK 99501 907-257-1500 Office 907-360-1310 Cell A vouIlQ ( {l) eaccp.net For Payment: Accounts Payable Erickson Helicopters, Inc. , Attention: April Hla Khaing Phone: 503-583-7874
c . Kawerak:

For Grant Management Issues: Pearl Mikulski Community Services Director Kawerak , Inc. P.O
. Box 948 Nome , AK 99762 (907) 443-4245 pmikulski tZu
. kawerak
. .org For Accounting Issues: Donna Ray Chief Financial 

### Officer Kawerak , Inc. P.O. Box 948 Nome, AK 99762 (907) 443-4266 , cfo @ kawl ; !rak.ol'!! B
. Dispute Resolution: Where possib l e , disputes will be resolved by informal discussion among the Parties. In the event the Parties are unable to resolve any disagreement through good faith negotiations, the dispute will be resolved pursuant to applicable l aw. C. Governing Law: This agreement shall be governed by Federal law
. D. Effective Date: This agreement takes effect upon the last signature date of the Parties. E
. No Third

- Party Beneficiaries: This agreement does not create any right or benefit , substantive or procedural, enforceable by law or equity, by persons who are not a party . lto this agreement against the Parties , their officers or employees, or any other person. Page 4

## I I

F
. Severability: Nothing in this agree ment or any mo dific atio n thereto s hall b e cons trued in a fashion that confli c ts with law , re g u l ation , or DO T directi ve . No thin g in this contract i s intended to conflict with current law or regulation or the directives of DO T
. If a term o ~ this agreement is inconsistent with such authority , then that term shal l be i nv alid , but th e remaining terms and conditi o ns of this agreement shall remain in full forc e and effec t . G. Records Management : Erickson shal l retain all books , records , and other source and summary documentation to support claims tor payment , and preserv e and maint ai n suc h documentation in a manner that readily permits its audit and examination by representatives of the Department . Such documentation shall be ret ained for seve n y e ars from the service date of this agreement , or unti l the Department indicates that th e re co rds may be destroyed , whichever c o mes first
. Copies of flight logs for aircraf t so l d or disposed of must be retained. The carrier may forfeit its compensation for any c l aim that i s not supported under the terms of this agreement . In addition , Eri ckson agrees to retai n records of all of its air service at Diomede -as required by this agreement and to it s USPS agreement
- as well as any charter or other s ervice not so required. H. Expiration: Upon issuance of DO T Order 2014-7-4 , and s i gnature of all three Parties o m this agreement , this agreement will be i n effect from July 1, 2014 , to June 30 , 20 1 5
. 1
. Termination :
a. Erickson may end , suspend , or reduce ATNEP at D iomede prov i ded that it g ives the DOT Secretary ; the Alaska Departme nt o f Transportation and Publ ic Facilities; and Kawerak at least 30 days ' notice before ending, suspending , or reducing the transportation, pursuant to 49 U.S.C
. § 4 l 736(g)
. b
. The DOT Secretary may withdraw designation of Diomede as eligib l e to rece i v e compensation fo r ATNEP pursuant to 49 U.S
. c . 

### § 4l736( t)ifD i omede has received ATNEP for at leas t tw o years and th e Secretary decides th e wi thdr awal would be i n the public interes t . J. Anti-Deficiency: No pro v ision of this agreement shall be interpreted to require obligation or payment o f funds in vi olation o f the Anti-D e ficiency Ac t , 31 U.S .c . 

### § 1 3 41 , as amended. This agreement is subj ect to the availability of funds
. K. Incorporation by Reference : Thi s agre e ment e xpressly incorporates th e DO T c arrier s electi on Order 2 0 14- 7- 4 and made a part of this agreement . L
. Modification : This agreement may be moditied in writi n g (i ) b y mutual written c o nse nt of all Parties , or(ii) by DOT if DO T determines that modification would be in the p ubl ic interest
. M. Entire Agreement: This agreement represents the entire agreement of the Parties and replaces any previous oral or written agreement by and between the Parties
. Other th ad set forth herein , no other promises or representations by any o f f i cer , represent ativ e , or employ e e of any Party shall have any legal force or effect,


### Page 5N. Execution : The Parties agre e that multipl e ori g inals of this agre e me nt m ay b e e x ec ute d and that copies of signatures shal l b e tre ated a s an original
. Approvals : 

### For DOT:

7 

### Date Susan L
. Kurl and, As s istant Secretary r Aviation and International Affairs 

### Fur Erickson Helicopters, Inc.:

~ - dT. Riz~~t+

- £("IC ,. ., 

### Sf1"l/

iL Vice
. P&:esidtmt, General COttftsel C po 

### Date

For Kawerak:

Melanie Bahnke, President , Kaw erak , Inc
. 

### Date

Page 6

### APPENJ IXA Air Tr an s portation to N on e ligible Places to be Provided to Diomede. Alaska Docket DOT -OST-2009-0260 Ef fective Period: July 1 , 201 4 , thro u gh Jun e 30 , 2 015 Scheduled Service: Nome (OM E ) to Diomede (OlO) to Wales (W AA ) to Diome de ( 010) to Nome (OME) O ne ro un d trip per week to Nome (OME) and one to Wales (W AA). BO-1 

### OS , - l

- seat , twin-engine hel i copter Fre qu e n cy: Aircraft Type: US

- DOT Kawerak T otal Subsidy $1 8 8 , 7 60 $188,760 $377 , 520 Rate per Flight : I DIO- O ME $1 , 609 $1 , 609 $3 , 218 DIO-WAA $536 $536 $1 , 072 No te: The carrier understands that it may forfeit its compensation fo r any f l ights that i t does no t operate in conformance with the terms and stipulati ons of the r ate Order, in c ludi ng the service plans outline d in the Order and any other significant elements of the required service , without prior approval
. The carrier understan ds that an aircraft take-off and landing at its sch e duled des tination constitutes a completed flight; absent an explanation supporting subsidy e ligibility for a flight that has n ot been completed , such as certai n weather can ce ll ati ons , only completed flights are considered eligible for subsidy. In addition , i f the carrier does not schedule or operate its f l ights in full conformance with the Order for a significant period , it may jeopardize its entire subsidy clai m f or the period in question
. If the carrier contemplates any such changes beyond the scope o f the Order duri ng the appl i cable period of these rates , i t must first notify the Office of Aviation Analysis i n writing and receive wri tten approval from the Department to be ensured of ful l compensation. Should circumstances warrant , the Department may l o cate and select a replacement carrier to provide service on these routes. Th e carrier must complete all fl ights that can be safely operated ; fl i ghts that o verfly points for l ack of traf f ic w i ll not be compensated
. In detehi ni ng whether subs i dy payment tor a deviating flight should be adjusted or di sallowed , th e Department w il l co n s ider the extent to which the goals of the program are met and the extent of access to the nation al air transport ati on s y ste m provide d to the community. If the Departme nt unilaterally , ei ther partially or complete , terminates or reduces payme nts for serv i c e or c h an ges service requirements at a specific location provided for under this Order , then, at the end of the peri od f o r whi ch the Dep artment does make payments in the stipulated amounts or at the stipulated service l evels , the carrier ma y c ease to provide service to that specific locati on without regard to any requirement tor notice of such cessation
. Those adjustments in the levels of SUbsidy andlor service that are mutually agreed to i n wri ti n g by the D epartme nt and carrier do 110tconstitute a total or partial reduction o r cessation of pay me nt . Fun d s may not be available tor performance under this order beyond September 30 , 201 4
. The Go vernme nt ' s obligation for performance under this order beyond September 30 , 2014 , is subject to the availabil ity of fun ds from which payment for services can be made. No legal liabili ty on the part of the Gov ernment f or any pay me nt m ay arise for performance under this order beyond September 30, 2014 , until f u n ds are made availab le to the Department tor performance, If funds are not made avai l able for performance beyond September 30 , 2@ 1 4 , the Department wi l l provide n o tic e in writing to the carrier
. . I Subsidy contracts are subject to, and incorporate by reference , rele v ant statute s and Department regu l ati o n s , a s they may be amended from time to time
. However, any such statutes, regulati ons , or amendments thereto shall not operate to controvert the foregoing paragraph
. Al l claims for payment must be submitted withi n 60 days o f the l a st day of servic e provided under thi s O rder. 

## I 1 $ 1 88 , 760

- t
- 4 4 trips + 2 directi on s = $2 , 145
. Alloc ate d b y ti me : 20 minutes DlO-WAA ; 60 mi nute s DIO-O M E
. $2 , 145 + (60+20) 

### = $26.8125 per minute. DlO-WAA : $26.8125 x 20 ' " ' $536; mO-OME , $26
. 81 25 x 60 = $1 , 609
. 

### Page 7