I have received a copy of this Change Order and the above AGREED PRICES are acceptable to Contractor
Zasueta Contracting, Inc.
Signature Date
Printed Name and Title
City of Palm Springs
Recommended By:
Joel Montalvo, City Engineer Date
Attest By:
Monique Lomeli, Interim City Clerk Date
Distribution:
Original Conformed Copy: Conformed - File Copy:
Contractor (1) Engineering Pay File (1)
City Clerk (1) Cit y Project File (1)
Purchasin g (1)
Finance (1)
Item 1G - 10
Attachment C
Item 1G - 11
Name
Street
Address
City &
State
SPACE ABOVE THIS LINE FOR RECORDERS USE
NOTICE OF COMPLETION
(CA Civil Code §§ 8180-8190, 8100-8118, 9200-9208)
NOTICE IS HEREBY GIVEN THAT:
1. The undersigned is an owner of an interest of estate in the hereinafter described real property, the nature of which interest or estate is:
_________________________________________________________________________________ (e.g. fee, leasehold, joint tenancy , etc.)
2. The full name and address of the undersigned owner or reputed owner and of all co -owners or reputed co -owners are:
Name Street and No. City State
__________________________________________________________________________________________________________
3. The name and address of the direct contractor for the work of improvement as a whole is:
__________________________________________________________________________________________________________
4. This notice is given for (check one):
Completion of the work of improvement as a whole.
Completion of a contract for a particular portion of the work of improvement (per CA Civ. Code § 8186).
5. If this notice is given only of completion of a contract for a particular portion of the work of improvement (as provided in CA Civ. Code § 8186), the name and address of the direct contractor under that contract is:
___________________________________________________________________________________________________________
6. The name and address of the construction lender, if any, is:
___________________________________________________________________________________________________________
7. On the ____________ day of ___________, 20___, there was completed upon the herei n described property a work of improvement as a whole (or a particular portion of the work of improvement as provided in CA Civ. Code § 8186) a general description of the work provided:
___________________________________________________________________________________________________________
8. The real property herein referred to is situated in the City of __________________________, County of _______________________ _ State of California, and is described as follows:
___________________________________________________________________________________________________________
9. The street address of said property is:
___________________________________________________________________________________________________________
10. If this Notice of Completion is signed by the owner’s successor in interest, the name and address of the successor’s transferor is:
___________________________________________________________________________________________________________ I certify (or declare) under pe nalty of perjury under the laws of the State of California that the foregoing is true and correct.
Date: _______________________________________ By: ________________________________________________________ Signature of Owner or Owner’s Authorized Agent
City of Palm Springs
Recording Requested By:
When Recorded Mail To:
Item 1G - 12
City of Palm Springs
Monique Lomeli, Interim City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Fee
City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 Zasueta Contracting, Inc. PO Box 866 Spring Valley, CA 91976 ✔
Not Applicable
Not Applicable
29 April
22 Remove and dispose existing sand, poured in placed rubber surfacing and sub-base.
Palm Springs
Riverside
City Project No. 20-29 Playground Surfacing
various locations throughout the City of Palm Springs
Not applicable
Joel Montalvo/City Engineer
VERIFICATION
I, _______________________________________________, state: I am the ________________________________ __ (“Owner”, “President”, “Authorized Agent”, “Partner”, etc.)
of the O
wner identified in the foregoing Notice of Completion. I have read said Notice of Completion and know the contents thereof; the same is true of my own knowledge.
I declar
e under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Executed on _______________________, _______ (date), at _ ______________________________________________ ______ (City), ________ (State). ______________________________________________________
Signature of Owner or Owner’s Authorized Agent Joel Montalvo/City Engineer City of Palm Springs
STATE OF CALIFORNIA
COUNTY OF ______________________________________
On _____________________________ ____________, ________ (date), before me, ________________________________ ____________, Notary Public (name and title of officer) personally appeared __________________________________________who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorize d capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PURJURY under the laws of the State of California that the foregoing paragraph is true and correct.
Witness my hand and official seal.
_____________________________________________
Signature
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
Item 1G - 13
Joel Montalvo
City Engineer
Palm Springs
CA
CITY COUNCIL STAFF REPORT
06/30/2022 1. H.
City Clerk -
SUBJECT
APPROVAL OF AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT WITH ALLIED UNIVERSAL, INC. FOR UNARMED SECURITY SERVICES (A8358) RECOMMENDATION:
The City Council will consider approval of an amendment to the contract services agreement with Allied Universal Inc., included in, to adjust hourly rates by the new Consumer Price Index (CPI) effective July 1, 2022, to respond to recent inflation in prices for gasoline and other goods. In addition, the amendment includes changes in the scope of services for Fiscal Year 22-23 and an increase in the maximum contract limit resulting from the CPI adjustment and an increase in security hours required by the City at various City Facilities and locations.
Attachments
Item 1H
CITY COUNCIL STAFF REPORT
DATE: JUNE 30, 2022 CONSENT CALENDAR
SUBJECT: APPROVAL OF AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT WITH ALLIED UNIVERSAL, INC. FOR UNARMED
SECURITY SERVICES (AGREEMENT NO. A8358)
FROM: Justin Clifton, City Manager
BY: Community and Economic Development
SUMMARY:
The City Council will consider approval of an amendment to the contract services agreement with Allied Universal Inc., included in Attachment A, to adjust hourly rates by the new Consumer Price Index (CPI) effective July 1, 2022, to respond to recent inflation in prices for gasoline and other goods. In addition, the amendment includes changes in the scope of services for Fiscal Year 22-23 and an increase in the maximum contract limit resulting from the CPI adjustment and increase in security hours required by the City at various City Facilities and locations.
RECOMMENDATION:
1. Approve Amendment No. 1 to Agreement No. A8358 with Allied Universal, Inc. for unarmed uniformed security guard and patrol services for various City facilities and locations.
2. Authorize the City Manager or designee to execute the amendment to the agreement.
BUSINESS PRINCIPAL DISCLOSURE:
Allied Universal is a Delaware Corporation with a principal place of business in Roswell, Georgia, and a local California address in Palm Desert, CA. The public integrity disclosure is included as Attachment B.
BACKGROUND:
The City entered into an unarme d, uniformed security services agreement with Allied Universal, Inc (“Contractor”) on October 9, 2019, to provide guard and patrol services at Item 1H - 1
City Council Staff Report
June 30, 2022 -- Page 2
Amendment No. 1 Unarmed Security Services
various City facilities and locations. The contract term is three years with two (2) one-year extension options.
The City experiences ongoing issues and problems with vandalism, vagrancy , and disruptive behavior on City property. Unarmed security services are needed to support the Palm Springs Police Department (PSPD), the Facilities Maintenance Department and other City Departments to monitor and protect citizens and property. The unarmed security services agreement provides coverage at the following locations , described in more detail in Attachment A:
• Palm Springs Public Library
• Welwood Murray Memorial Library
• Palm Springs Train Station
• Downtown (Baristo) Parking Structure
• Downtown (Belardo) Parking Structure, Underground Parking and Public Restroom facilities
• Various Historic and other City-owned property
• Public Parks
• City Council Chambers during City Council and other public meetings
In March 2020 as a result of the Covid- 19 emergency orders, the City closed a number of facilities and suspended many of the services provided by the Contractor. As facilities reopened, the services have been reinstated at nearly all locations and in some areas, guard coverage and hours have been increased to respond to a growing need for security.
Only the Vacation Rental Compliance security services that were included in the original contract and suspended during the Covid-19 emergency have not been reinstated. In this last Fiscal Year 2021-22, service hours to address City needs and public safety concerns were increased as follows:
• Increase in hours at the Baristo Parking Structure from 16.5 hours per week (9 pm to 2:30 am on Thursday, Friday , and Saturday nights ) in the original contract to 152 hours per week (one guard from 1 pm to 9 pm Thursday through Monday and two guards from 9 pm to 5:30 am seven days a week).
• Increase in hours for the Downtown Historic and City Property patrols to supp ort the City’s Downtown Maintenance crew for the daily cleaning in the downtown extending the hours from 56 hours per week (10 pm to 6 am daily ) in the original contract to 84 hours per week (10 pm to 10 am seven days a week).
• Addition of a security guard at the James O Jessie Desert Highland Unity Center to provide a guard Monday through Friday for 2 hours each day to support staff during the closing hours at the center.
Item 1H - 2
City Council Staff Report
June 30, 2022 -- Page 3
Amendment No. 1 Unarmed Security Services
The increase in hours during the 20 21-22 Fiscal Year did not exceed the maximum contract limits and $260,000 additional budget allocation approved by Council on September 30, 2021.
The suspension of services followed by reinstatement and subsequent increase in the security hours needed have been challenging for the Contractor in terms of staffing, particularly given the recent inflation in prices for gasoline and other goods. With the current contracted hourly rate, the hourly wage that the Contractor can offer to guards for the City’s locations are limited to minimum wage of $15.00 per hour.
STAFF ANALYSIS:
This action is to approve an amendment to the contract services agreement with Allied Universal, Inc. (“Contractor”) for unarmed uniformed security guard and patrol services for various City facilities and locations. The purpose of the amendment is to allow for an earlier CPI adjustment to the hourly rate of compensation to coincide with the City’s fiscal year rather than the contract calendar year, to make some housekeeping edits to clean up the agreeme nt and more accurately define the current scope of services , and to increase the maximum contract limit based on current City security needs.
The current agreement allows an adjustment based on the Bureau of Labor Statistics Consumer Price Index (CPI) for LA/Riverside/Anaheim region for the prior 12- month period effective on the anniversary date starting in optional years 4 and 5 of the Agreement term. The LA/Riverside/Anaheim region no longer exists. Instead, there are two alternate areas: the LA/Long Beach/Anaheim CA region and the Riverside/San Bernardino/Ontario region. Since the Riverside/San Bernardino/Ontario region is geographically closer to Palm Springs, the agreement will be amended to specify use of the CPI from that region. The starti ng date of optional year 4 of the contract term is November 1, 2022. The acceleration of the CPI adjustment by four months will benefit the Contractor and the City. The benefit to the Contractor is that they will be able to offer a more competitive hourly wage to security guards and as a result get better quality guards and a bigger pool of guards to choose from , which will also benefit the City. In addition, the City has a more definitive estimate to budget for the fiscal year if the CPI adjustment occurs at the beginning of the fiscal year, rather than four months after.
The annual contract limit for unarmed security services is not to exceed $816,276.76.
However, the contract does allow the City Manager the authority to increase or decrease security hours, provided that the funds are allocated in the fiscal year budget approved by the City Council. Current security needs for Fiscal Year 2022 -23 are defined in Attachment A and summarized on the spreadsheet included in Attachment C.
Additional security service hours, in the amount of $283,500 is being requested in the Fiscal Year 2022-23 Budget for City Council consideration and includes the following:
• Increase hours of security guard services at Sunrise Park/Swim Center/Leisure Center from the current 56 hours per week (nightly guard from 9 pm to 5:30 am ) Item 1H - 3
City Council Staff Report
June 30, 2022 -- Page 4
Amendment No. 1 Unarmed Security Services
to 168 hours per week (24-hour round the clock coverage) (Added annual cost of $130,500 at current hourly rates or $143,500 at hourly rates adjusted by 10% CPI)
• Add posted guard service from 9 am to 6 pm, Monday through Friday at the James O Jessie Desert Highland Unity Center (Added annual cost of $49,350 at current hourly rates or $54,288 at hourly rates adjusted by 10% CPI)
• Add posted guard service from 9 am to 6 pm, Monday through Friday at the Demuth Community Center (Added annual cost of $49,350 at current hourly rates or $54,288 at hourly rates adjusted by 10% CPI)
The unarmed uniformed security guard service contract is for multiple locations and includes both dedicated on- site guards and general patrol during specified hours. The compensation is based on an hourly rate of $21.09 per hour. Any additional hours for unarmed services performed outside of the scope of work as deemed necessary by the City is provided at a rate of $21.09 per hour. In the event the City requires armed guard services, the hourly rate is $25.16. The contract is for a three (3) year agreement with two (2) one-year extension options subject to Consumer Price Index (CPI) adjustments, at the mutual consent of the City and contractor.
FISCAL IMPACT:
The hourly rate for unarmed security services will increase by CPI. Estimated CPI based on change from March 2021 to March 2022 is 10.0%. Current hourly rate is $21.09 per hour and will increase to $2 3.20 per hour. Supervisor rate is $24.42 per hour and will increase to $26.86 per hour. In the event City requires armed guard services, the hourly rate in contract is $25.16 per hour and will increase to $27.68 per hour. Maximum annual contract limit will increase from $816,276.76 to $1,233,767. As noted above, $283,500 is being requested in the Fiscal Year 2022-23 Budget for City Council consideration for three community centers. The balance of the security services budget is included with the Community and Economic Development Fiscal Year 2022- 23 Budget requested in the amount of $950,267.
REVIEWED BY:
Department Director: Jay Virata
Deputy City Manager: Flinn Fagg
City Manager: Justin Clifton
ATTACHMENTS:
A. Amendment No. 1 to the Contract Services Agreement for Unarmed Security Services with Allied Universal Inc. (Agreement No. A8358) B. Public Integrity Disclosure
C. Proposed Scope of Work for Fiscal Year 22-23
Item 1H - 4
55575.00001\40178462.1
10/28/2019
1 AMENDMENT NO. 1
TO AGREEMENT NO. 8358 – UNIVERSAL PROTECTION SERVICE, LP
FOR UN-ARMED SECURITY SERVICES
THIS FIRST AMENDMENT is made and entered into , and effective on __________________, 2022, between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Universal Protection Service, LP, doing business as Allied Universal Security Services, a California limited partnership company (“Contractor”) (collectively, the “Parties”).
RECITALS
A. City and Contractor entered into a Contact Services Agreement for un-armed uniformed security services at various facilities and locations on October 9 , 2019 (“Agreement”); and
B. City and Contractor wish to amend the Agreement to increase the billing rates in the Agreement in accordance with the Consumer Price Index as determined by the U.S.
Bureau of Labor Statistics for all Urban Consumers for the Riverside- San Bernardino- Ontario Area over the previous year, to set the CPI adjustment date to coincide with the City’s Fiscal Year; and
C. City and Contractor wish to amend the Agreement to add additional security services.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
AGREEMENT
1. Scope of Services. The Scope of Services, Agreement Exhibit “A”, is hereby amended by the Scope of Services (AMENDED), attached to this First Amendment as Exhibit “A” and incorporated into the Agreement by this reference.
2. Compensation. The Maximum Contract Amount defined in Section 2.1 “Maximum Contract Amount” of the Agreement is hereby amended and increased to One Million Two Hundred Thirty Three Thousand Seven Hundred Sixty Six Dollars and Forty Cents ($1,233.766.40). The Schedule of Compensation as defined in Section 2.1 “Maximum Contract Amount” of the Agreement is hereby amended as set forth in Exhibit “B” (AMENDED) attached to this First Amendment and incorporated into the Agreement by this reference.
3. Continuing Effect of Agreement. Except as amended by this First Amendment, all other provisions of the Agreement remain in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this First Amendment.
Item 1H - 5
55575.00001\40178462.1
10/28/2019
2 IN WITNESS WHEREOF, the Pa rties have executed this Amendment as of the dates stated below.
“CITY”
City of Palm Springs
Date:__________________________ By: _______________________________ Justin Clifton
City Manager
APPROVED AS TO FORM: ATTEST
By: ___________________________ By: _______________________________ Jeffrey S. Ballinger, Monique M. Lomeli, CMC
City Attorney Interim City Clerk
APPROVED BY CITY COUNCIL:
Date:_______________________ Agreement No. 8358
“CONTRACTOR”
Universal Protection Service, LP
dba Allied Universal Security Services
Date: __________________________ By : ______________________________ Steve Jones, CEO
Item 1H - 6
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10/28/2019
3 Exhibit “A” (AMENDED)
SCOPE OF SERVICES
SCOPE OF WORK, SERVICES, OBJECTIVES AND SPECIFICATIONS:
Generally, the scope of work consists of, but is not limited to:
General Security Guard/Patrol Requirements
1. Monitor patrol routes by physically patrolling each City Facility both in the vehicle and on foot to inspect all parts of the facilities for the purpose of detecting and pre venting individuals or groups from committing acts that are illegal or dangerous to others or to the property.
2. Provide security for patrons, buildings, vehicles and personnel at each City Facility, including, but not be limited to, making rounds and clock rounds of assigned sites and key locations, responding to alarm calls, checking all elevators to ensure that they are operational and checking locks of gates and doors.
3. Respond to potentially dangerous and uncontrolled situations in order to protect patrons, staff, vendors and other visitors from harm
4. Respond to alarms, suspicious activities, fires, injuries, security incidences, including but not limited to, thefts of materials and/or City property, thefts of public or private property, criminal trespass, sex crimes and/or sexual misconduct, loitering, camping or sleeping on City property, vandalism, stalking, workplace violence, disorderly conduct, civil disturbances, panhandling, loud arguments, fights, and any physical and/or verbal confrontations or any emergency situation, occurring in or around the City facilities being patrolled.
5. Write reports to document incidents, as required.
6. Follow guidelines and requirements set forth in the approved Post Orders developed in consultation with the City.
7. Communicate with a broad diversity of persons, including the communication of information to any member of the public in a courteous and professional manner.
8. Take photographs and document violations and incidents, as required.
9. Perform any other duties or functions not specifically outlined or set forth above but which are reasonably identified as falling within the scope and realm of a Security Guard's duties and responsibilities.
Work Force and Assignments
1. Contractor Security Service: The Contractor, at the Contractor's own expense, shall provide and furnish all labor, equipment, vehicle, and supplies for the assigned Security Guards for their performance of security services as specified. The Contractor shall supply the City with security service personnel who are properly trained, qualified and certified, and who meet the minimum requirements and qualifications called for in the contract. The costs for said labor, equipment, vehicles and supplies are included in the hourly fees charged by the Contractor for the various services.
2. All Security Guards shall be un -armed. (However, the City reserves the right to request armed guard service if necessary. In the cost proposal, please provide hourly rate for armed security services in the event that these services are needed at a later date).
3. Security Guards will be required to wear appropriate security uniforms only while on duty, provided by the security company and approved by the City of Palm Springs. Uniforms must be cleaned and pressed daily. No rips or tears shall be allowed. Uniforms must fit properly. The City specifically reserves the right to remove any individual due to unsatisfactory appearance.
Item 1H - 7
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4 4. Security Guards shall wear standard badges, company insignia, name tags, and possess photo identification cards at all times while on duty at the City. The identification card shall contain a photo of the employee, the Contractor's name, employee's name, and position or title.
5. Security Guards shall use corporate vehicles (furnished by the employer) for all assigned patrols. All vehicles used shall be safe, clean in appearance and in good working condition. All vehicles shall be identified as "Security Patrol" with the company's name, insignia, or other identification as approved by the City. Use of personal vehicles for patrols is not acceptable and is cause for termination of the contract.
6. Security Guards shall patrol and otherwise conduct themselves through high visibility patrols of City Facilities, various Sites, including parking areas and shall patrol these areas hou rly throughout each shift.
7. Contractor shall provide and maintain an adequate supply of flashlights and batteries, raingear, uniforms, clipboards and any other personnel equipment reasonably necessary for each Security Guard to perform their assigned duties. All equipment used by the Contractor perform the required services of the contract shall be maintained by the Contractor.
8. Security Guards are intended for the protection and security of City property, City personnel, the general public and to maintain a safe environment.
9. The Contractor shall designate Security Guards for each shift and provide shifts as required to adequately patrol the required City Facilities and Sites. The Contractor shall assign a sufficient number of personnel during the specified ho urs and provide sufficient back up in the event that personnel are either sick or on vacation.
10. Shift Change: The Security Guard going off of duty shall ensure that relief is properly informed and ready to assume their responsibilities.
11. Shift Length: The Contractor shall provide a minimum of 3 shifts per 24 hours. This is to assure the City of Palm Springs of an alert and rested security officer during shift service. Contractor employees shall have a minimum of 8 hours off duty between tours on this contract, except in emergency situations. In the case of such emergency, the City Contract Administrator shall be notified. A 10-15 minute overlap of shifts is appropriate for information exchange. Hourly rates paid to the Contractor include any shift differential, overtime, holiday or other special pay; additional rates will not be paid.
12. Communications: The Contractor shall provide a 24-hour call center for appropriate random patrol response in a timely manner as required. The Contractor shall also provide all required portable radios, cellular telephones, and mobile base stations to ensure dissemination of information, to include reporting of incidents, to be done in a timely and effective manner. A Security Guard Supervisor shall have the communication capability to make and receive immediate notification to applicable federal, state, or local agencies.
13. Security Guards shall perform patrols, stand guard at a location, and be able to respond to incidents. The primary duties and assignments of the Security Guard i nclude, but are not limited to, the following:
• Patrol all assigned sites;
• Monitor for fire, trespassers, or other irregularities; • Prevent and report acts of theft, vandalism and security breaches; • Investigate suspicious persons or unusual incidents;
• Provide members of the public with applicable City rules and regulations including, but not limited to, City Ordinances and City Manager Regulations, pertaining to use of City facilities and parks; • Report all discrepancies and unsafe conditions, and identify for appropriate remedial action; • Check the security of a City Facility, its materials, equipment, and any perimeter fences; • Respond to complaints and take appropriate action;
• Request compliance from any persons who violate laws, rules and regulations. Any failure to obtain compliance from persons suspected of violating laws, rules and regulations shall be referred to Palm Springs Police Department or other applicable law enforcement authorities; • Ensure firefighting equipment, fire lanes, doors and traffic lanes are not blocked by people or equipment;
• Supervise evacuation procedures when directed;
• Report all unusual incidents, irregular activities, events, or property damage; Item 1H - 8
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5 • Prepare reports, maintain required logs and records, and make available copies of reports to City staff;
• Respond to emergencies, render first aid and perform other activities to prevent injury and loss of life;
• Operate radios, computers, and telephones to facilitate communication with the City as required; • At the end of a public or private event, verify that all persons have cleared the building and all perimeter doors are locked and building is secure.
Communications and Records
1. Security Guards shall be in constant communication with a Supervisor and shall have mobile communication capability to contact the Palm Springs Police Department, as necessary.
2. Security Guards are required to download the City's mobile application (app) on any smart phone or devise to alert appropriate city department of issues around the City that require City Action (i.e., broken pipe, graffiti, biohazards, etc.). This app when used on any smart phone or tablet device enables pictures that are taken and notes regarding issues to be sent directly to the City for appropriate action to clean-up, repair and/or maintenance related issues.
3. Security Company shall furnish, implement and deploy an appropriate electronic tracking system acceptable to the City for the City's use in tracking, auditing and verifying the patrols completed.
4. Contractor shall utilize a Guard Management & Reporting software that allows Guards to complete shift reports, report incidents, take pictures, record audio files, make notes, respond to tasks, and scan checkpoints to a live issue monitor and generate reports. Security Guards shall provide accurate, legible, Daily Activity Reports (DARs) and submit DARs to the City for its records. Contractor shall provide City with permanent access to these records via an online portal to view and generate reports and extract important information at each City site or property and provide training and support to City staff in the use of the software and generation of reports.
5. DARs shall include, but not be limited to, detailed descriptions, (make, model, color and license number, for example), and time of encounter of suspicious vehicles or persons; descriptions of suspicious persons, including gender, and actions taken, all unsafe equipment or conditions observed at any City Facility or Site, any accidents or injuries occurring on City property, all equipment failures, vandalism, graffiti, public safety or health hazards, and alarm calls responded to. Security Guards shall complete a "Report" for any contact initiated by the Security Guard against unauthorized parties or involving customers who may be reporting violations or suspicious activities or whose conduct on City property may voluntarily or involuntarily warrant response from the Security Guard. The "Report" shall also be completed even when reported activity involves response by the Palm Springs Police Department to further document the circumstances and confirm that a Police Report is in the process of being made.
6. Public and News Media Contacts: City of Palm Springs facilities will occasionally become the subject of newsworthy projects or events. All requests for statement of City policy regarding any matter under the control of or of direct interest to the City must be referred to the Public Information Officer at 760-323-8250.
Security Guard Minimum Qualifications
1. All Security Guards shall be a graduate of a state certified security officer/guard training program.
2. All personnel assigned by the Contractor to perform work for the City of Palm Springs shall be a minimum of 21 years of age, must not have an arrest record (other than minor traffic violations), and must present a professional appearance acceptable to the City. All assigned personnel must have a current, State- issued guard card and California State Driver's License.
3. Security officer(s) shall perform their duties in an efficient, conscientious manner , and shall be courteous and helpful to all persons on City of Palm Springs property. Discourtesy, rudeness, or the use of profanity will not be tolerated and shall be grounds for immediate removal of the offending employee.
Item 1H - 9
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6 4. Primary responsibilities of Security Officer(s) are observing and reporting. In addition, Security Guards are intended to serve as a visual and physical deterrent to crime. Security Officer(s) are to respond to calls for assistance, and are to call for Police or other emergency response as circumstances warrant.
5. All incidents, suspicious or unusual, shall be reported to the appropriate authorities and documented by written incident reports. Reports that are criminal in nature (i.e. burglary, robbery) shall be referred to the Palm Springs Police Department for documentation purposes. Each shift is responsible for documentation of calls for support and suspicious or unusual activities and incidents, and any other statistical data as required by the City of Palm Springs. The contract securit y company shall provide a daily activity log and have Security Officer(s) complete incident reports, in a form approved by the City. A daily activity log shall be provided to the City on a daily basis.
6. Security Guards shall have certification to carry mace (a chemical agent), and handcuffs.
Armed Security Guards shall have all required licenses.
7. Security Guards shall possess current First Aid and CPR (Cardiopulmonary Resuscitation) certification cards. Certification as an Emergency Medical Technician level (EMT-1) may substitute for the first aid requirement.
8. Security Guards must be fully literate in the English language (i.e., able to read, write, speak) and understand clearly.
9. All Security Guards shall be capable of properly writing reports and maintaining a daily activity log.
10. Security Guards must meet the following requirements regarding personal behavior and ability:
• Ability to meet and deal tactfully with government personnel, facility employees and the general public;
• Ability to understand, explain, interpret and apply rules, regulations, directives and procedures;
• Possess poise, self-confidence and an ability to make sound decisions and react quickly under stressful conditions;
• Ability to prepare clear and concise reports;
• Ability to learn and adapt to changing situations;
• Ability to accept and respond to instructions and direction.
11. Security Guards must be capable of meeting the physical demands. Any Security Officer assigned to work under the terms of this Contract shall be in good general health without any physical defects or abnormalities, which could interfere with the performance of assigned duties. Security Guards must be fully capable of performing all duties requiring moderate to arduous physical exertion under either normal conditions and/or in emergency situations. Assigned patrols require frequent and prolonged walking, standing, sitting, bicycling and/or running. Security Guards may encounter smoke and/or chemicals. Occasionally, security personnel may be required to subdue violent or potentially violent people. Accordingly, physical stamina in all its forms (mental, climate- related, etc.) is a basic physical requirement of this position.
12. The Contractor shall maintain personnel files. Files shall consist of a package of documents for each assigned Security Officer consisting of minimum qualifications and includes medical record, social security number, military services, arrest records, and previous employment. "Upon request, Contractor shall provide the City Manager or his designee with written certification that each officer assigned to the City conforms to all City's requirements and standards specified in this Request for Proposal.
Standards of Conduct
1. The Contractor shall be responsible for maintaining satisfactory standards of competency, appearance, and integrity and shall be responsible for taking such disciplinary action with respect to employees as necessary.
2. Criminal Background Check: The Contractor shall complete a criminal background check of all Security Guards, and Operations Manager prior to assignment under the contract, and prior to assigning Security Officer to a City facility, site, and/or post. Thereafter, Contractor shall conduct an annual check, or as deemed necessary for security reasons. The criminal background check shall be Item 1H - 10
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7 for felony, misdemeanor and traffic violations in all United States or countries that the individual has resided in the last five (5) years. Any Security Officer found failing to divulge a felony or misdemeanor conviction should not be assigned to the City's security services contract. All costs of these checks shall be at the Contractor's expense.
a) Security Officers/Guards and Operations Managers who have been involved in any of the following will not be accepted nor assigned to City security service:
• Felony Conviction
• Violent Misdemeanor Conviction
• Sex Crime Conviction
• Military discharge other than honorable
• Pattern of irresponsible behavior including but not limited to unreasonable driving or employment record (absenteeism, equipment abuse, discipl inary problems, insubordination) b) Verification for above violations, military conduct and crime will be done through California Department of Justice, DMV, and/or FBI and submitted to the City for review and acceptance.
3. Security Guards shall display a well-groomed and neat appearance; appearances shall generally comply with the military hair/mustache length and style.
4. Contractor's Security Guards will be working in City facility/site locations, and as such, they must be polite, courteous, helpful, and interested in serving the public well. Professional standards are expected at all times while on a City post. The City Manager's designated representative will routinely conduct surprise inspections to ensure the quality of contract officers assigned to City facilities. If it is determined that assigned Guards do not meet standards of courtesy, ethics, appearance, alertness, and preparedness, they will be removed from post immediately at the expense of the Contractor.
5. Security Guards may not use drugs, alcohol, or controlled substances while on assigned patrols, and, if found to be under the influence, the Security Guard shall be immediately barred from assignment on the contract, including any criminal enforcement action to be taken by the Palm Springs Police Department.
6. Security Guards shall be immediately barred from assignment on the contract if the City determines that:
• The Security Guard was assigned to duties for which they have been disqualified for either suitability or security reasons.
• The Security Guard was found to be unfit for performing assigned duties during their patrols. • The Security Guard does not comply with recognized standards of conduct.
Supervision and Training
The Contract security company supervisor shall train, counsel, inspect and evaluate Security Officer(s).
The Contract security company supervisor shall make frequent unscheduled inspections of personnel, and report the results to the City of Palm Springs on a monthly basis. Security officer(s) shall receive training from contract security company's trainers until they are proficient in the performance of their duties. Contract security company's staff including shift supervisor shall receive an orientation from staff of various Departments within the City of Palm Springs as related to the locations to be secured including but not limited to the Palm Springs Police Department, the Palm Springs Public Library, Vacation Rental Compliance Department, Parks and Recreation Department, Facilities and Downtown Maintenance Department. The Security Guard Supervisor shall maintain communication with the City to receive directions, assignments, updates, and any information pertaining to the security of City Facilities and Sites. The Security Guard Supervisor must be able to perform all tasks and duties of the Security Guards and, at a minimum, the following supervisory duties:
1. Provide an adequate, appropriate level of field supervision for Security Guards on assigned patrols.
2. Provide Security Guard training, at no cost to the City, at least two (2 ) times per year for each Security Guard.
Item 1H - 11
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8 3. Coordinate all security operations and patrol services for regular and event assignments with the City to ensure that all are properly staffed.
4. Organize, plan, direct and supervise the work activities of assigned S ecurity Guards and makes assignments to provide job performance ratings in a fair and consistent manner, taking appropriate actions to correct any deficiencies.
5. Issue oral and written instructions to assigned Security Guards.
6. Conduct preliminary investigations of misconduct or allegations against Security Guards, and prepare reports to recommend appropriate actions.
7. Provide on the scene supervision involving security related incidents.
8. Review reports of assigned Security Guards for accuracy and provide constructive guidance.
9. Ensure that assigned Security Guards are performing their duties as prescribed by law, applicable rules and regulations.
10. Conduct preliminary investigations of injuries to assigned Security Guards.
11. Maintain inventory of supplies, equipmen t and issued material. Conduct regular staff meetings to discuss work related problems and to provide advice and guidance.
12. Ensure required training of Security Guards is conducted and properly documented. The Contractor shall maintain a training record for each Security Officer assigned to a City facility.
The training record shall show, as a minimum, the employee's name, date of employment, and the different types of training provided. Such records shall be made available to the City Manager or his designee upon his request. The City Manager or his designee may, from time-to-time, review these records and monitor the conduct of such training.
13. City and Contractor Staff Meetings: Meetings between the City Manager or his designee and Contractor's Operations Manager or Supervisor shall be scheduled on a bi-monthly basis, or as often as necessary, to discuss problems, discrepancy reports, and status of contract services.
The Operations Manager or Supervisor shall meet regularly with the City Manager or his designee at least once a month or as often as necessary and as determined by the circumstances in the administration of the Contract.
a) The meetings will cover all matters regarding the Contract and related to operations, quality of services, contract compliance, changes in the scope of work, solutions to problems and discrepancies in the building, invoices, charges, and other matters regarding the scope of work.
b) The Operations Manager or Supervisor shall address all contract matters on behalf of the Contractor, including but not limited to the following: payroll, invoicing, assignments of personnel, disciplinary actions, contract performance, and non-performance, corrective actions, assessments and appeals for contract non- compliance, special assignments, quality assurances and controls, changes of scope of work and other matters of mutual interest or concern to the City and the Contractor.
SITE SPECIFIC DETAILS (To be implemented in conjunction with General Sco pe of Services)
1. Palm Springs Train Station -6001 Pa lm Springs Station Road Security coverage of train operations will be provided based on the scheduled arrival time of the train per Amtrak Dispatch. Security coverage begins thirty (30) minutes prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility, and only after all passengers have left the station.
In addition to general security guard/patrol requirements, the Security Officer will be responsible for unlocking and locking the restrooms, checking on the well-being of passengers and assisting any passenger requiring assistance to the extent reasonable under the circumstances. The only time the restrooms shall remain locked during a scheduled train arrival is in the event that the train station is closed due to wind/sand, flooding or other barriers. The restroom may also be temporarily locked if the Item 1H - 12
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9 bathroom is out of service.
The Security Officer will document and report on all instances that may be of interest to supervisors or the City's Contract Officer and report on safety hazards, malfunctioning equipment and other such matters in the Daily Activity Report (DAR). The DAR shall also include documentation of the time train arrives, number of passengers on and off and time of actual train arrival and departure.
In general for issues at the train station, the following actions shall be taken:
1. Document the incident or issue in the DAR.
2. If issue is janitorial or restroom supplies or if it has to do with facilities (i.e. broken sprinkler heads, non-working lights, etc.), report it on the City's Reporting Software/App.
3. If the issue is outside of normal City business hours, mark the work order as an emergency. If you do not receive a response to an emergency work order within 20 minutes, contact the City's non-emergency dispatch number 760-327-1441.
4. If the issue is major, or a safety issue, or crime, call 911 or contact Police at 760- 3238116
Schedule of Performance at the Train Station
Contractor shall provide guard services in conjunction with Amtrak's arrival schedule at the station.
Security guard coverage begins thirty (30) minutes prior to the train's scheduled or anticipated actual arrival and ends after its departure only when all passengers have left the train station. It is the Contractor's responsibility to contact Amtrak Dispatch to ascertain the actual arrival of the train. The intent for security services at this location is not only to secure the property, but to provide a presence at the station since it is located in a remote area and therefore essential for passenger safety. Therefore it is imperative that a guard be on location prior to train arrival and after departure until all passengers have left the station. Even if actual arrival time is delayed, the security guard shall arrive prior to scheduled arrival time in case passengers are waiting at the station.
Sunset Limited Route Scheduled Arrival Time
East Bound — Wed., Fri., Mon. 2:02 am
West Bound — Mon, Thurs., Sat. 12:36 am
2. Library Guard Services
The City of Palm Springs requires security guard services at two (2) City-owned libraries, the Palm Springs Public Library at 300 South Sunrise Way and the Welwood Murray Memorial Library, at 100 South Palm Canyon Drive. The following tasks shall be performed at each library:
• Continuously patrol the interior and exterior of the building; • Ask patrons to return if they set off the security alarms (ie: RFID tags not deactivated when a book or other library item is checked out); • Monitor the public restrooms; check restrooms at least once per hour; • Appropriately deal with aggressive, violent, mentally disturbed patrons until the police arrive;
• Be able to make a citizen's arrest;
• Be able to handle disruptive patrons of ALL ages, firmly, quietly, and appropriately; • Check the well-being of Library customers and awaken those who are sleeping; • Enforce the Library's code of conduct; and
• Assist with the closing and securing of the building at the end of the business day.
During the patrol rounds the security officer will be on the lookout for any security breaches, maintenance problems, safety issues or fire hazards. Problems and/or unsafe conditions must be reported to the Contract Officer immediately and documented on the officer's own daily shift report. Guards shall be Item 1H - 13
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10 prepared to respond properly and effectively to potentially dangerous and uncontrolled situations in order to protect patrons, staff, vendors and other visitors from harm. Also, the security officer shall be prepared and ready to respond appropriately to any and all other emergency situations involving fires, thefts of library materials and/or property, thefts of public or private property, criminal trespass, sex crimes and/or sexual misconduct, medical emergencies, vandalism, stalking, workplace violence, disorderly conduct, civil disturbances, panhandling, loud arguments, fights, and any physical and/or verbal confrontations occurring in or around the Library.
2a. Palm Springs Library-300 South Sunrise Way
Due to the unique architecture of the Library at 300 South Sunrise Way, access to the roof is relatively easy. Under no circumstance shall an officer go onto the roof of the Library at any time.
Should an officer suspect that someone has entered the roof area, the officer shall immediately call the Palm Springs Police.
The security officer is also responsible for enforcing the rules and regulations of the Library. The security officer should work with and take direction, as appropriate, from library staff. The rules are identified in Attachment "G" entitled "Library Public Code of Conduct".
Schedule of Performance at the Palm Springs Public Library Services at the Library shall be provided 44.5 hours per week under the following schedule:
Monday 10:00 am to 6:15 pm (7.75 hrs. with 30 minute lunch); Tuesday 10:00 am to 6:15 pm (7.75 hrs. with 30 minute lunch); Wednesday 10:00 am to 6:15 pm (7.75 hrs. with 30 minute lunch); Thursday 10:00 am to 6:15 pm (7.75 hrs. with 30 minute lunch); Friday 10:00 am to 5:15 pm (6.75 hrs. with 30 minute lunch); Saturday 10:00 am to 5:15 pm (6.75 hrs. with 30 minute lunch); Sunday (library closed)
A 30 minute or one hour lunch break is allowed for in the daily schedule. Provide an hourly rate of compensation in the event that additional hours are required at the request of the Contract Officer for extended library services or special events. 2b. Welwood Murray Memorial Library-100 South Palm Canyon Drive In addition to general patrol services, the security officer is also responsible for enforcing the rules and regulations of the Library. The security officer should work with and take direction, as appropriate, from library staff. The rules are identified in Attachment "H" entitled "We!wood Murray Memorial Library Public Code of Conduct".
Schedule of Performance at the We/wood Murray Memorial Library Services shall be provided seven days a week from 10 am to 6 pm, with hours extended to 8 pm on Thursdays.
A 30 minute or one hour lunch break is allowed for in the daily schedule. Provide an hourly rate of compensation in the event that additional hours are required at the reques t of the Contract Officer for extended library services or special events.
Item 1H - 14
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11 3. Downtown Public Parking Facilities (Parking Structure, Underground Parking, Surface Parking Lot) and Public Restrooms at Downtown Revitalization Project by GRIT Development Contractor shall provide "around the clock" security guard services for the Parking facilities and public restrooms at the downtown revitalization project by Grit Development. The project area extends from the south-west corner of Tahquitz Canyon Way and North Palm Canyon Drive west to North Museum Drive and north to the Palm Springs Hyatt and includes the following road network: Museum Way from North Palm Canyon Drive west to North Museum Drive, West Andreas Road from South Palm Canyon Drive west to Belardo Road, and Belardo Road from Tahquitz Canyon Way north to West Andreas Road.
Contractor shall provide two (2) security guards to patrol, monitor and report on activities in the public parking facilities (surface parking lots, parking structure at North Museum Drive, and the underground public parking structure) and the public restroom facilities that are accessed from the walkway along the east side of the Rowan Hotel.
The Security Guards will patrol the public parking and restroom facilities by alternative fuel motorized vehicle (electric golf cart, segue, scooter, bicycle, etc.) and on foot to inspect all parts of the premises. This is an extensive area and requires a motorized transport mode to allow the Security Guards to quickly access the area and move from one location to the next. The Security Guards shall cover the all surface public parking lots, as well as all levels of the Parking Structure at North Museum Way, including the underground levels where open for public access, up to the section owned by the Hyatt for their guest parking. Security Guards shall check all elevators in the parking facilities a minimum of every four (4) hours to ensure that the elevators are operational. Security Guards shall advise any member of the public who appears to be violating the City's rules and regulations, including, but not limited to, loitering, camping, desecrating or disturbing other members of the public. Security Guards shall also monitor circumstances where there are aggressive, violent, and mentally disturbed individuals until the police respond. Under appropriate circumstances Security Guards may, at the direction of a Supervisor, or Palm Springs Police Department, make a citizen's arrest.
All activities and incidents shall be included in the Daily Activity Report ("DAR"). Any issues that require City action for maintenance, repair, clean- up or graffiti abatement shall be reported on the City's Reporting Software/App.
Schedule of Performance at the Downtown Revitalization Project by Grit Development Parking Structure, Underground Parking, Surface Parking Lot and Public Restrooms Security coverage shall be provided seven days a week, year -round and will consist of a full-time security guard on the premises twenty-four (24) hours per day.
Provide an hourly rate of compensation in the event that additional hours are required at the request of the Contract Officer for additional security guards and extended services at the facilities or for special events.
Parking Enforcement at Downtown Parking Structure
City of P alm Springs requires enforcement of parking regulations at the Downtown Parking Structure daily from the hours of 8:00 p.m. to 11:00 a.m. This service will supplement the parking enforcement provided by ACE Parking from 11:00 a.m. to 8:00 p.m. daily.
Contractor shall record/track parked vehicles in the structure between the hours of 8:00 p.m. and 11:00 a.m. daily.
City shall provide Notice of Parking Violation pads for contractor to use for citation of violators. The pads contain a white original, yellow and pink copy sheets along with an envelope with Citation printed on it.
Contractor shall return the white original and yellow copy to the City of Palm Springs, Attention: Adana Item 1H - 15
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12 Muniz-Department of Finance, retain the pink copy and place the envelope/citation copy on the windshield of the parked vehicle. Contractor shall also take pictures of the vehicle and license plate number with time stamp to maintain as a record in the event that the violation is disputed. Contractor may utilize existing online "Heliaus" reporting system to record data and photos by license plate number for easy future retrieval.
Free public parking is limited to 4 hours maximum.
No public parking is allowed from 3:00 a.m. to 6:00 a.m.
Parking areas designated for employees allow parking up to 12-hours maximum. Although, at this time, there are no "employee parking stickers" or other identifiers that distinguish employees from the general public, it is anticipated that at a future time, a system will be put in place to identify vehicles t hat are authorized to park in the employee parking areas.
Report any potential abandoned vehicles, or vehicles creating unsafe conditions to the Palm Springs Police Department at the non-emergency dispatch number (760) 327-1441.
Coordinate with ACE Parking for the transition of enforcement when ACE Parking arrives at 11:00 a.m. (i.e. provide list of license plate numbers with time stamp between 8:00 a.m. and 11:00 a.m.) and collect same information from ACE Parking at 8:00 p.m. (collect list of license plate numbers from the hours of 5:00 p.m. to 8:00 p.m.), to ensure that citations are issued on any vehicles parked in excess of the four hour maximum.
4. Downtown "Baristo" Parking Structure-261 S. Indian Canyon Drive On-site security guard shall perform the following tasks:
• Continuously patrol the interior and exterior of the structure; • Monitor the public elevators;
• Security Guards shall advise any member of the public who appears to be violating the City's rules and regulations, including, but not limited to, loitering, camping, desecrating or disturbing other members of the public;
• Security Guards shall also monitor circumstances where there are aggressive, violent, and mentally disturbed individuals until the police respond; and • Under appropriate circumstances Security Guards may, at the direction of a Supervisor, or Palm Springs Police Department, make a citizen's arrest.
The Security Officer will patrol the public parking structure on foot and may also use an alternative fuel motorized vehicle (electric golf cart, segue, scooter, bicycle, etc.) to move about and inspect all parts of the structure.
All activities and incidents shall be included in the Daily Activity Report ("DAR"). Any issues that require City action for maintenance, repair, clean- up or graf fiti abatement shall be reported on the Ci ty's Reporting Software/App.
Schedule of Performance at the Downtown "Baristo" Parking Structure
Services at the Downtown "Baristo" Parking Structure shall be one guard daily from 1 pm to 9pm and two guards daily from 9 pm to 5:30 am. Provide an hourly rate of compensation in the event that additional hours are required at the request of the Contract Officer for extended services at the Downtown Parking Structure or for special events.
Contractor shall note that in addition to the services of the scheduled dedicated guard, the Downtown Item 1H - 16
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13 "Baristo" Parking Structure is included as a nightly patrol location as described in Section 5 -Nightly Patrol of City-Owned Properties and Historic Sites.
5. Nightly Patrol of City-Owned Properties and Historic Sites Contractor shall provide an un-armed uniformed security officer, the vehicle, and communications equipment for the officer, and all necessary supervision needed to patrol/monitor/report activities in the downtown and other specified locations at designated City-owned properties and historic sites. Patrol to be nightly from 10:00 pm to 10:30 am continuously in a random manner to sites as specified by the City.
Security Guards shall advise any member of the public who appears to be violating the City's rules and regulations, including, but not limited to, loitering, camping, desecrating or disturbing other members of the public. Security Guards shall also monitor circumstances where there are aggressive, violent, and mentally disturbed individuals until the police respond. Under appropriate circumstances Security Guards may, at the direction of a Supervisor, or Palm Springs Police Department, make a citizen's arrest.
It is expected that each of the patrol locations would be visited a minimum five (5) times per site per day (overnight) at random times. Permanent locations to be included in the nightly patrol are:
• Historic Frances Stevens Park (northeast corner of Alejo Road and North Palm Canyon Drive at 538 and 550 North Palm Canyon Drive)-In addition to general requirements, Security Officer shall check doors and windows of City -owned buildings at 538 and 550 North Palm Canyon Drive and report on any suspicious activity or attempted break -ins. • Downtown (Baristo) Parking Structure (261 S. Indian Canyon D rive)-In addition to general requirements, Security Officer shall check all elevators in the parking facilities a minimum of every four (4) hours to ensure that the elevators are operational. • Historic Village Green (221-233 South Palm Canyon Drive) • Historic Plaza Theater (128 South Palm Canyon Drive)
• Casa del Camino vacant property (1479 North Palm Canyon Drive south of W. Stevens Rd.) Other historic properties to be included in the nightly patrol are:
• Historic Orchid Tree Inn
• Historic La Plaza Shopping Center
• Historic Town & Country Center
• Historic Racquet Club
In addition to the above noted locations, additional locations will be specified as needed and would be provided in further detail, upon award of the contract. Locations will be subject to change depending on the City's needs and contractor should be flexible to add or remove locations as requested by the City.
6. Security Services at City Parks and Community Centers Contractor shall provide all services, supervision, uniforms, supplies, materials, equipment and transportation necessary to provide un-armed security guard services for the City of Palm Springs Parks and Recreation Department. The following tasks shall be performed:
• Security guards may need to advise park patrons regarding rules and/or restrictions for the use of the parks or park facilities;
• Monitor facilities to assist in preventing theft and vandalism at the facilities listed below; Item 1H - 17
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14 • Appropriately deal with aggressive, violent, and disruptive patrons of all ages until police respond;
• Under appropriate circumstances Security Guards may, at the direction of a Supervisor, or Palm Springs Police Department, make a citizen's arrest; • Monitor the public restrooms at the parks listed below; • Monitor that vehicles are not parked or driven onto the park itself; • Issue citations when witnessing a violation;
• Contact Police Department dispatch if no compliance is achieved and have PD assist with getting guests into compliance; and
• Work with the Police Department to cite patrons who have a gathering larg er than 40 people at the park without a permit;
Security Guards shall advise any member of the public who appears to be violating the City's rules and regulations, including, but not limited to, loitering, camping, desecrating or disturbing other members of the public. Security Guards shall also monitor circumstances where there are aggressive, violent, and mentally disturbed individuals until the police respond. Under appropriate circumstances Security Guards may, at the direction of a Supervisor, or Palm Springs Police Department, make a citizen's arrest.
Security Guard shall patrol the following park sites on Saturdays and Sundays from 9:00am to 6:00pm in a random order.
• Sunrise Park 401 S Pavilion Way
• Demuth Park 4200 Mesquite Ave
• Ruth Hardy Park 700 E Tamarisk Rd.
• Victoria Park 2744 N Via Miraleste
• James O Jessie 480 W Tramview Rd.
• Baristo Park 296 S Calle Encilia
During the patrol rounds the security officer will be on the lookout for any security breaches, maintenance problems, safety issues or fire hazards. Problems and/or unsafe conditions must be reported to the Contract Officer immediately and documented on the officer's own daily shift report. Guards shall be prepared to respond properly and effectively to potentially dangerous and uncontrolled situations in order to protect patrons, staff, vendors and other visitors from harm.
Al
l activities and incidents shall be included in the Daily Activity Report ("DAR"). Any issues that require City action for maintenance, repair, clean-up or graffiti abatement shall be reported on the City's Reporting Software/App.
Sunrise Park
In addition to weekend patrol of City park sites identified above, specifically for Sunrise Park, additional security guard services shall be continuous, seven days a week 24 hours a day. Security guards shall provide continuous patrol around Sunrise Park and its facilities which will include the Swim Center, Leisure Center, Pavilion, Skate Park, and the baseball fields.
Demuth Community Center
Provide posted security guard 9 am to 6 pm Monday through Friday.
James O Jessie Desert Highland Unity Center
Provide posted security guard 9 am to 6 pm Monday through Friday.
7. Vacation Rental Compliance Security Services
Item 1H - 18
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15 SUSPENDED INDEFINITELY AS OF MARCH 2020
Below are the hours of coverage for security services and scope of work needed to cover and respond to calls for services filed through the vacation rental hotline during City off-work hours.
1. Contractor to have dedicated phone line for the officer covering the vacation rental hotline.
2. Security Officer to answer and respond to all calls for service/complaint filed through the Vacation Rental Hotline during hours listed below.
3. Respond to the location of the address in violation reported.
4. Make contact and ask the guests of the vacation rental to be in compliance in polite and courteous manner pursuant to Officer Field Protocol Attachment "I".
5. Issue citations when witnessing a violation.
6. Document the event details in a report and on a web based platform provided by the City of Palm Springs.
7. Contact the On- Call Manager of the vacation rental property and advise manager of the complaint and resolution — Database to be provided by the City.
8. Contact Police Department (PD) dispatch if no compliance is achieved and have PD assist with getting guests into compliance.
9. The security company must have ability to cover all shifts in cases where an employee is out sick or on vacation and the City Staff is not able to cover such shifts.
Schedule of coverage is as follows:
Monday 12:30 am — 8:30 am, 6:30 pm-12:30 am (Tuesday)
Tuesday 12:30 am — 8:30 am, 6:30 pm-12:30 am (Wednesday) Wednesday through Sunday 12:30 am — 8:30 am
(Total hours of coverage per week is 68)
8. Security Services at City Council Meetings and other Public Meetings Th
e Palm Springs Police Department is requesting Security Guard services at the City of Palm Springs Council Chambers at 3200 E. Tahquitz Canyon Way. Uniformed security guards will control pedestrian access to the Facility and operate the security screening post located within the building's front lobby area. The screening post's equipment may include both a fixed and hand -held metal detector. Additionally, screening staff will provide physical "hand checks" of purses, briefcases and other containers. All individuals entering the Council Chambers must pass through the security screening post. Two guards are needed to staff the screening post and to perform additional duties in accordance with the schedules and specifications as noted in the following section. This coverage will be for all City Council meetings, generally held on the first and third Wednesdays of each month starting at 5:00 pm and remaining until meeting has adjourned and all attendees have departed.
Contractor shall offer flexibility in the provision of these services, as schedule is subject to change Contractor shall regularly check the City of Palm Springs website at **********palmspringsca.govioovernmenticity-clerk/city-council-meetings-agenda to verify meeting schedule, as occasionally meetings are added, removed or moved to the second and fourth week of the month to accommodate holiday and other schedules. Also, the duration of the City Council meetings will vary depending on the Agenda. For the purposes of proposing for the services, please provide the hourly rate for two unarmed, uniformed guards twice per month for an average duration of five and a half hours per meeting.
Item 1H - 19
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16 EXHIBIT "B" (AMENDED)
SCHEDULE OF COMPENSATION
Rates per hour represent the amounts proposed to provide the services, and are NOT based upon the actual hourly rates paid to the contractor's employees. Contractor is expected to follow all applicable Federal and State Employment laws, rules and regulations. Invoices shall be submitted to the City on a Monthly Basis f or actual services rendered, not in advance or anticipation of services "to be rendered" and are payable by the City within 30 days.
Note that Hours are ESTIMATED and subject to change by the City.
PATROL
ROUTE BILLING RATE HOURS /
WEEK
WEEKLY
COST
ANNUAL
COST
(WEEKLY X 52)
Palm Springs Train
Station Patrols $23.20
8 $ 183.04
$9,651.20
Palm Springs Public
Library
$23.20
44.5 $ 1,018.16
$ 53,684.80
Welwood Murray
Memorial Library $23.20
51 $ 1,166.88
$ 61,526.40
Downtown Parking
Facilities and Public
Restrooms $23.20
336 $ 7,687.68
$ 405,350.40
Downtown (Baristo)
Parking Structure $23.20
152 $ 3,477.76
$ 183,372.80
Downtown City Owned
and Historic Properties
Patrols $23.20
84 $ 1,921.92
$ 101,337.60
City Parks and
Community Centers
Patrols
$23.20
270 $ 6,177.60
$ 325,728.00
City Council and other
Public Meetings
$23.20
11 $ 251.68
$ 13,270.40
Supervisor $26.86
40 $ 1,060.00
$ 55,868.80
SUBTOTAL $1,209,790.40
Item 1H - 20
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17 Subtotal Carried forward $1,209,790.40
Additional Patrol Car-($800/month)
Baristo Parking Structure $ 9,600.00
Downtown Historic & City Properties $ 9,600.00 Additional Heliaus Phone & License ($199/month)
Baristo Parking Structure $ 2,388.00
Downtown Historic & City Properties $ 2,388.00
GRAND TOTAL FOR SECURITY GUARD AND PATROL SERVICES
ANNUAL COST
$ $1,233,766.40
(Price in figures)
One Million Two Hundred Thirty-Three Thousand Seven Hundred Sixty-Six Dollars and Forty Cents
(Price in words)
Special Note: The hourly rates are inclusive of all other costs, (including overtime, holiday pay, or special pay), and will be considered "all-inclusive", including the firm's costs for all labor, vehicles, equipment, materials, tools, services, and special skills required to perform the security guard and patrol services.
OPTION A:
The City reserves the right to request armed guard services if necessary. Please provide an hourly rate for armed security guard services in the event that these services are needed at a later date.
Armed Security Guard Services $ 27.68 hr
CPI ADJUSTMENTS: Contractor may request a price adjustment at the end of the City’s fiscal year, prior to exercising an optional extension, as that term is defined in Section 3.4 of the Agreement. The requested price adjustment may not exceed the Bureau of Labor Statistic's Consumer Price Index (“CPI”) for the Riverside/San Bernardino/Ontario region .
Item 1H - 21
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18 Item 1H - 22
CALIFORNIA AU-PURPOSE ACIUIOWLEDGIIENT CIVIL CODE § 1189 1Eo:St?Stxst1Pr«1St1\'.1tt't6'.' £ ,d'e A:(:, t> $': S> :> 2:an:'.'t:rctt1:St tS&xet :SOX«1StA<1tt't£ ti'.',A A <:, P ::C: :Ce Ot ct: ct::ct:tnn:92 l'SS118't t8r A notay public or other officer co1.,Ae6,c, !lib catk.3::e wri5ee «if the idEritity of the i"dwiiJ3I M10 sigled the document to which this C8r ti&:ate ~ aU3Ched. and not the tn.llhfull"833. accuscy. « vaidiry of thst doc:utalt.
State of Caifarnia
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who prowtd to me on the ba:3is of ss:mfactory evidence to be the person(s ) whooe nsme(s) ialare subecribed to the within nsbunent and acknowledged to me that he/shelttley executed the same in hislherltheu-authorized capacity(ies ). and that by his/her/their' aigna:ture(a ) on the irmrument the person(s ). or the entity upon behalf of which the P91eo.l(s) acted . executed the in3tn.wnent.
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ol the State of California that the foreg oi~ paragraph is true and oorrect.
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Signs:h.n ______________ _
Signature of Notary Pubr>e
-------------- 0P110HAL--------------Thoufl', this section is optional. completing this inlonnstion csn detM sltMllion of the docvrnent. or fmud.Jlent res.ttsc:hment of this form to an urantended docunent.
Description of Attached Oocunent
Trtte 01 Type of Oocunent ____________ Document Date: _______ _ Ntn>be< of Page,,: 8'gne<js) Olh<,c Than N3ned ,._,,: __________ _ Copacity(i ea) Oaimed by Signer(a ) Signer·a Name: ___________ _ Signer"aName : ___________ _ Co,paa!e Office.- - Tolle(o): _____ _ Co,paa!e Office< - Tile(sl: ------ Partna- - Limned 0-., Patine, - - -0 lndiviciaat O Attorney in Fact lnc:iviGual O Attorney in Fact 0 Trustee O Guan:ian or c.onservator Trust ee Guardan or COlii8811'a:lor OO!her. _____________ _ 0lher. --------------Signer Is Rep,eeenting : ________ _ Signer ls Representing: ________ _ .c:o. o.-. ::..u .ec.ot. c c c :c zc.. cc oco. o. :..a.o:.a . C C C z::. cc cco. o. :u C20'14 Nstionsl Nobry Ass : · 1· • • www.National.Jotwy .ag • 1~ N'JTMV (1-800-876-682 7) Hem t5fXJ7 Item 1H - 23
ATTACHMENT "D"
*THIS FORM MUST BE COMPLE'~ED AND SUBMITTED WITH YOUR TECHNICAL/WORK
PROPOSAL
(Envelope #1)*
CITY OF PALM SPRINGS, CA
CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.
Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment 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"). Consultant 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, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant 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 Consultant 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.
NAME OF CONSULT ANT NENDOR: Universal Protection Service LP d/b/a Allied Universal Security Services
NAME and TITLE of Authorized Representative:
(Print) Steve Claton, President, Southwest Region
Signature and Date of Au~sentative:
(Sign) ~ -
I
(Date) 0 f ~ J , q
Item 1H - 24
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1. Name of Entity Universal Protection Service LP d/b/a Allied Universal Security Services
2. Address of Entity (Principle Place of Business)
1551 N. Tustin Avenue, Suite 650, Santa Ana, CA 92705
3. Local or California Address (if different than #2)
77-725 Enfield Lane, #150, Palm Desert, CA 9221 t
3. State where Entity is Registered with Secretary of State California
If other than California, is the Entity also registered in California? 181 Yes No
5. Type of Entity
D Corporation D Limited Liability Company D Partnership D Trust 181 Other (please specify) Limited Partnership
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (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
Steven S. Jones1 President & CEO 181 Officer Director Member D Manager [name] General Partner Limited Partner
Other
David I. Buckman1 Executive Vice President
General Counsel & Secretao: ~ Officer D Director Member D Manager (name) 0 General Partner Limited Partner
D Other
Drew Vollero1 CFO 181 Officer Director Member O Manager (name] General Partner D Limited Partner
Other
7. Owners/Investors with a 5¾ beneficial interest in the Applicant Entity or a related entity Item 1H - 25
A.
B.
C.
D.
E.
EXAMPLE
JANE DOE
name of owner/investor
Universal Protection GP, LLC
Universal Services of America, LP
name of owner/investor
name of owner/investor
name of owner/investor
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity and name of entity]
0.2%
e of beneficial interest in entit and name of enti
ercenta e of beneficial interest in enti and name of entit
ATTACHMENT C - SCHEDULE OF COMPENSATION AND DESCRIPTION OF SERVICES CITYWIDE SECURITY Fiscal Year 22-23-Proposed Schedule of Hours/Compensation Location Description
# of hrs per
week
Current
Hourly Rate
*Hourly
Rate
adjusted by
CPI
Weekly
Cost at
Current
Rate
Weekly
Cost
adjusted by
CPI
Annual Cost at
Current Hourly Rate
Annual Cost
adjusted by CPI
Palm Springs Train Station Patrol of train station for 6 arrivals/departures weekly 8 21.09$ 23.20$ 168.72$ 185.60$ 8,773.44$ 9,651.20$ Palm Springs Public Library Posted guard during Library Hours 44.5 21.09$ 23.20$ 938.51$ 1,032.40$ 48,802.26$ 53,684.80$ Welwood Murray Memorial Library
Posted guard 10 am to 6 pm daily; 10 am to 8 pm Thursdays only (one hour lunch break daily) 51 21.09 $ 23.20 $ 1,075.59 $ 1,183.20 $ 55,930.68$ 61,526.40$ Belardo Parking Structure and Public Restrooms 2 guards 24/7 336 21.09$ 23.20$ 7,086.24$ 7,795.20$ 368,484.48$ 405,350.40$ Baristo Parking Structure
2 Posted guards nightly seven days a week 9pm to 5:30 am PLUS 1 posted guard daily 1 pm to 9 pm Thursday through Monday 152 21.09 $ 23.20 $ 3,205.68 $ 3,526.40 $ 166,695.36$ 183,372.80$ Downtown Historic Patrol and Downtown Maintenance
Crew Staff support
Nightly patrol of downtown historic and other City owned properties 10 pm to 10:30 am with guard support during early morning hours for Downtown Maintenance Crews 84 21.09 $ 23.20 $ 1,771.56 $ 1,948.80 $ 92,121.12$ 101,337.60$ Weekend patrol of all city parks (Saturday and Sunday 9 am to 3 pm) 12 21.09$ 23.20$ 253.08$ 278.40$ 13,160.16$ 14,476.80$ 1 guard 24/7 at Sunrise Park/Swim Center/Leisure Center- INCREASED HOURS FROM 7 HOURS/DAY to 24 HOURS/DAY 168 21.09 $ 23.20 $ 3,543.12 $ 3,897.60 $ 184,242.24$ 202,675.20$ Posted guard 9 am to 6 pm M-F James O Jessie Desert Highland Unity Center-NEW 45 21.09 $ 23.20 $ 949.05 $ 1,044.00 $ 49,350.60$ 54,288.00$ Posted Guard 9 am to 6 pm M-F Demuth Community Center-NEW 45 21.09$ 23.20$ 949.05$ 1,044.00$ 49,350.60$ 54,288.00$ City Council and Public Meetings 2 guards to screen all for 5.5 hours average per City Council Meeting 11 21.09$ 23.20$ 231.99$ 255.20$ 12,063.48$ 13,270.40$ Supervisor 40 hrs a week 40 24.42$ 26.86$ 976.80$ 1,074.40$ 50,793.60$ 55,868.80$ Subtotal Staffing Costs at all locations 1,099,768.02$ 1,209,790.40$ Downtown Historic Patrol and Downtown Maintenance
Crew Staff support $800 per month for additional patrol car 9,600.00$ 9,600.00$ Downtown Historic Patrol and Downtown Maintenance
Crew Staff support $199 per month for additional Heliaus Phone 2,388.00$ 2,388.00$ Baristo Parking Structure $800 per month for additional patrol car 9,600.00$ 9,600.00$ Baristo Parking Structure $199 per month for additional Heliaus Phone 2,388.00$ 2,388.00$ TOTAL CONTRACT FY 22-23 1,123,744.02$ 1,233,766.40$ *Hourly rate adjustment of 10.0% based on Bureau of
Labor Statistics Consumer Price Index (CPI) for the
Riverside/San Bernardino-Ontario region from March 2021 to March 2022
Note: CPI adjustments to be made July 1, 2022 and July 1, 2023 for optional renewal years 4 and 5 respectively
City Parks and Community Centers
Item 1H - 26
I I
CITY COUNCIL STAFF REPORT
06/30/2022 1. I.
City Clerk -
SUBJECT
APPROVE AMENDMENTS TO CONSULTING SERVICES AGREEMENTS NOS.
A5768, A6017, A5482, AND A6205 WITH GOVERNMENT REVENUE SOLUTIONS
HOLDINGS I, LLC DBA AVENU INSIGHTS & ANALYTICS, LLC / MUNISERVICES (“MUNISERVICES”)
RECOMMENDATION:
Approve Amendment No. 2 to Consulting Services Agreement No. A5768 with MuniServices in the amount of $50,0000, approving an extension through June 30, 2023, for Auditing, Geocoding, Utility Users Tax / Franchise Compliance and Revenue Protection Program Services.
1. Approve Amendment No. 4 to Consulting Services Agreement No. A6017 with MuniServices in the amount of $50,0000, approving an extension through June 30, 2023, for Transient Occupancy Tax (TOT) Program Auditing Services.
2. Approve Amendment No. 5 to Consulting Services Agreement No. A5482 with MuniServices in the amount of $50,0000, approving an extension through June 30, 2023, for Sales, Transactions, and Use Tax Audit (SUTA) Services.
3. Approve Amendment No. 5 to Consulting Services Agreement No. A6205 with MuniServices in the amount of $50,0000, approving an extension through June 30, 2023, for Business License Discovery and Assessment Services.
4. Authorize the City Manager or his designee to execute all necessary documents.5.
Attachments
Item 1I
CITY COUNCIL STAFF REPORT
D
ATE: JUNE 30, 2022 CONSENT CALENDAR
SU
BJECT: APPROVE AMENDMENTS TO CONSULTING SERVICES AGREEMENTS NO.’S A5768, A6017, A5482, AND A6205 WITH GOVERNMENT
REVENUE SOLUTIONS HOLDINGS I, LLC DBA AVENU INSIGHTS &
ANALYTICS, LLC / MUNISERVICES (“MUNISERVICES”)
F
ROM: Justin Clifton, City Manager
BY: D
epartment of Finance and Treasury
SUMMARY:
T
he City Council will consider Amendments to the four Consulting Services Agreements with Government Revenue Solutions Holdings I, LLC dba Avenu Insights & Analytics, LLC / MuniServices (“MuniServices”) for auditing services relating to the City’s Utility Users Tax, Transient Occupancy Tax, Sales and Use Tax, and for Business License Discovery and Assessment Services.
A
ll Amendments extend the term of the Agreements through June 30, 2023, and all other provisions remain in full force and effect.
RECOMMENDATION:
1. A
pprove Amendment No. 2 ( Attachment A) to Consulting Services Agreement No. A5768 with MuniServices in the amount of $50,0000, approving an extension through June 30, 2023, for Auditing, Geocoding, Utility Users Tax / Franchise Compliance and Revenue Protection Program Services.
2. Approve Amendment No. 4 ( Attachment B) to Consulting Services Agreement No. A6017 with MuniServices in the amount of $50,0000, approving an extension through June 30, 2023, for Transient Occupancy Tax (TOT) Program Auditing Services.
3. Approve Amendment No. 5 ( Attachment C) to Consulting Services Agreement No. A5482 with MuniServices in the amount of $50,0000, approving an extension through June 30, 2023, for Sales, Transactions, and Use Tax Audit (SUTA) Services.
Item 1I - 1
City Council Staff Report
June 30, 2022 -- Page 2
Amendments to MuniServices Consulting Services Agreements (No.’s A5768, A6017, A5483, A6205)
4. Approve Amendment No. 5 ( Attachment D) to Consulting Services Agreement No. A6205 with MuniServices in the amount of $50,0000, approving an extension through June 30, 2023, for Business License Discovery and Assessment Services.
5. Authorize the City Manager or his designee to execute all necessary documents.
BACKGROUND:
Utility Users Tax/ Franchise Com pliance and Revenue Protection Program Services: In 2009, the City entered into an agreement with MuniServices (Consulting Services Agreement No. A5768) for auditing, geocoding, utility user tax / franchise compliance and revenue protection program services. Since 2009, MuniServices has been our provider of auditing services for Utility Users Tax (UUT) including Telecommunications. Per the requirements of AB 1717 pertaining to third party consultants, MuniServices is designated by the City and author ized by the Board of Equalization to examine documents related to the City of Palm Springs collection of UUT on prepaid wireless services. The proposed Amendment (Amendment No. 2) extends the term of the Agreement through June 30, 2023.
T
ransient Occupancy Tax Audit Services: In 2010, the City Council awarded an Agreement (Consulting Services Agreement No. A6017) with MuniServices for Transient Occupancy Tax (TOT) audit services in accordance with the City’s tax compliance program. In 2013, MuniServices began searching for businesses that are non- compliant or under-compliant with the City’s regulations for the collection and remittance of TOT.
The proposed Amendment (Amendment No. 4) extends the term of the Agreement through June 30, 2023.
S
ales, Transactions, and Use Tax Audit (SUTA) Services: In 2007, the City entered into an Agreement (Consulting Services Agreement No. A5482) with MuniServices for Sales, Transactions and Use Tax Audit (SUTA) services to detect and document misallocations of Local District Tax (also known as Transactions & Use Tax), Bradley - Burns sales tax and local use tax activity, and Property Tax Compliance Services which consists of Audit and Recovery Services within the statute of limitations on recoverability.
The proposed Amendment (Amendment No. 4) extends the term of the Agreement through June 30, 2023.
B
usiness License Discovery and Assessment Services: In 2012, the City entered into an Agreement (Consulting Services Agreement No. A6205) with MuniServices to search for business that are non- compliant or under -compliant with the City’s regulations for business license taxes, and to provide reports detailing their discovery and enforcement efforts on the City’s behalf. The proposed Amendment (Amendment No. 4) extends the term of the Agreement through June 30, 2023.
Item 1I - 2
City Council Staff Report
June 30, 2022 -- Page 3
Amendments to MuniServices Consulting Services Agreements (No.’s A5768, A6017, A5483, A6205) STAFF ANALYSIS:
UUT:
Consulting Services Agreement No. A5768 was entered into on January 26, 2009, through January 25, 2012. The Agreement provides that at the end of the first three-year term, the Agreement would renew for successive three- year periods. On July 12, 2018, the Agreement was extended for an additional three- year term, ending on January 26, 2021. Amendment No. 2 extends the term of the Agreement through June 30, 2023.
T
he fee schedule and scope of work, as provided in Consulting Services Agreement No.
A5768, is not altered by the proposed amendment, which details the annual compensation as follows:
• Total Annual Fixed Fee for participating in the program shall be the greater of, the two options listed below:
i) six -tenths of a percent (0.6%) of the total UUT revenues received by the City (excluding UUT revenues derived from sewer, water, trash or CATV) based on the prior fiscal year; or,
ii) fifteen thousand dollars ($15,000) (“Minimum Fee”).
In no case shall the City’s annual fixed fee exceed ninety -five thousand dollars ($95,000) (“Maximum Fee”). The Minimum Fee and Maximum Fee shall be increased at the rate of two percent (2%) each year.
• Compensation for City-Specific Audit Services: With respect to a City -specific audit, including a CATV UUT/franchise audit referred to in Section 3(A) above, MuniServices shall be entitled compensation on rates and terms to be agreed upon following the City’s request for the City-specific audit service.
M
uniServices will continue to adhere to all City vendor and purchasing requirements and related ordinances/resolutions for the life of the contract. Based upon 2020- 2021 fiscal year revenues, the annual fee (from January through December 2022) is expected to be approximately $48,000.
T
OT: Consulting Services Agreement No. A6017 was entered into on October 6, 2010, in the not-to-exceed amount of $175,000, through June 30, 2012 , to provide the City with TOT compliance audits over a period of two years. Under this contract, MuniServices audited each hotel, motel, and vacation rental agency . Amendment No. 1 authorized auditing and compliance services that focus on the tax collection responsibilities of the numerous TOT property owners and employed tools to assure the proper and full collection of the City’s TOT by TOT -generating properties. Under this amendment , the City pays MuniServices on a per -unit price basis ($1,250 per audit). Amendment No. 2 amended the scope of services and extended the term of the Agreement through June 30, 2021. Amendment No. 3 extended the term of the Agreement through June 30, 2022.
T
he cost of audits is $400 for first level compliance review and $1,250 for full scale reviews covering a period up to the 48 months permitted under the Palm Springs Item 1I - 3
City Council Staff Report
June 30, 2022 -- Page 4
Amendments to MuniServices Consulting Services Agreements (No.’s A5768, A6017, A5483, A6205) Municipal Code. Annual permit and business license taxes provide funding for the compliance audits.
S
UTA: Consulting Services Agreement No. A5482 was entered into as of July 1, 2006, in the not -to-exceed amount of $175,000, through June 30, 2009. Amendment No. 1 lowered the compensation schedule of 25% of additional revenue collected down to 15% of additional revenue collected and removed the not-to-exceed cap on fees. Amendment No. 2 extended the term of the agreement through June 30, 2021. On April 1, 2018, the City adopted the Transactions and Use Tax (PLSS) .50% sales tax to support the City’s General Fund. Therefore, the Agreement was amended (Amendment No. 3) to specifically refer to this tax as the “ District Tax”; Section 7056 of the California Revenue and Taxation Code. Amendment No. 3 authorized MuniServices to examine transaction tax, sales tax and use tax records that became effective on April 1, 2018, known as the “Palm Springs – City of Palm Springs 2018 Transactions and Use Tax (PLSS) ” Amendment No. 4 extended the term of the Agreement through June 30, 2022.
B
usiness License Discovery and Assessment Services: Consulting Services Agreement No. A6205 was entered into on March 13, 2012, in the not-to-exceed amount of $25,000, through June 30, 2013. Amendment No. 1 extended the term of the Agreement for three (3) years plus an additional one (1) year optional extension, with a maximum contract term ending on June 30, 2017; the amendment also removed the not- to-exceed cap on fees. Amendment No. 2 extended the term of the Agreement through June 30, 2020; and lowered the discovery fees from 40% to 30% added tax administration performance services for the collection of business license payments. Amendment No. 3 extended the term of the Agreement through June 30, 2021. Amendment No. 4 extended the term of the Agreement through June 30, 2022.
S
taff is currently preparing a Request for Proposals for auditing services relating to the City’s (1) Utility Users Tax, (2) Transient Occupancy Tax, (3) Sales and Use Tax, and for (4) Business License Discovery and Assessment Services and anticipates completing this within the next three months.
T
he cost recovery has exceeded the cost of auditing services between 16% – 24% for the past five years.
FISCAL IMPACT:
S
ufficient funds are available in the Fiscal Year 2022-2023 budget in Finance Department Account 1001035-40105.
REVIEWED BY:
Assistant Director: Kristopher Mooney
Department Director: Nancy Pauley
City Manager: Justin Clifton
Item 1I - 4
City Council Staff Report
June 30, 2022 -- Page 5
Amendments to MuniServices Consulting Services Agreements (No.’s A5768, A6017, A5483, A6205) ATTACHMENTS:
A. A
mendment No. 2 to Consulting Services Agreement No. A5768 with MuniServices for Auditing, Geocoding, Utility Users Tax / Franchise Compliance and Revenue Protection Program Services.
B. Amendment No. 4 to Consulting Services Agreement No. A6017 with MuniServices for Transient Occupancy Tax (TOT) Program Auditing Services.
C. Amendment No. 5 to Consulting Services Agreement No. A5482 with MuniServices for Sales, Transactions, and Use Tax Audit (SUTA) Services.
D. Amendment No. 5 to Consulting Services Agreement No. A6205 with MuniServices for Business License Discovery and Assessment Services.
Item 1I - 5
ATTACHMENT A
A
mendment No. 2 to Consulting Services Agreement No. A5768 with MuniServices for Auditing, Geocoding, Utility Users Tax / Franchise Compliance and Revenue Protection Program Services.
Item 1I - 6
Item 1I - 7
Item 1I - 8
ATTACHMENT B
A
mendment No. 4 to Consulting Services Agreement No. A6017 with MuniServices for Transient Occupancy Tax (TOT) Program Auditing Services.
Item 1I - 9
55575.18140\34492243.1
AMENDMENT NO. 4
TO CONSULTING SERVICES AGREEMENT NO. A6017
WITH MUNISERVICES, LLC FOR
TRANSIENT OCCUPANCY TAX (TOT) PROGRAM AUDITING SERVICES THIS FOURTH AMENDMENT (“Amendment No.4”), to the Consulting Services Agreement No. A6017 for Transient Occupancy Tax (TOT) Compliance Program Auditing Services is made and entered into to be effective on the date that the City Manager executes this amendment by and between the CITY OF PALM SPRINGS, a California charter and municipal corporation (hereinafter referred to as “City”), and MuniServices, LLC, a Delaware Limited Liability Company (hereinafter referred to as “MuniServices”)(collectively, the "Parties").
RECITALS
A. City and MuniServices previously entered into a consulting services agreement for TOT Compliance Auditing Program Services (“Agreement”), to perform, among other things, certain compliance and protective services in connection with the City's transient occupancy tax, which was made and entered into on October 6, 2010, in the amount of $175,000, through June 30, 2012.
B. Amendment No. 1 authorized Consultant to perform additional TOT Compliance Auditing Services, removed the not to exceed amount of the original agreement, and extended the term of the Agreement for six (6) years, commencing on July 1, 2012, and ending on June 30, 2018.
C. Amendment No. 2 amended the scope of work adding language to Exhibit A of the Agreement and extended the term of the Agreement for three (3) years, commencing on July 1, 2018, and ending on June 30, 2021.
D. Amendment No. 3 amended the language of Section 10.3 “Covenant Against Discrimination” of the Agreement and extended the term for one (1) year, commencing on July 1, 2021, and ending on June 30, 2022.
NOW, THEREFORE, the Parties hereby amend theAgreement as follows:
AGREEMENT
1. Section 4.4 of the Agreement shall be amended to add the following sentence:
“Unless earlier terminated in accordance with Section 4.5 of this Agreement, the term of the Agreement is hereby extended for one (1) year, commencing on July 1, 2022, and ending on June 30, 2023, unless extended by mutual written agreement of the parties.”
2. The City and MuniServices agree that , except as amended by this Amendment No. 4, all terms and conditions of the Agreement and the First, Second, and Third Amendments to the Agreement shall remain in full force and effect, and that the provisions of this Amendment N o . 4 shall become a part of the Agreement as if fully written therein.
Item 1I - 10
55575.18140\34492243.1
ININ WITNESS WHEREOF, the parties have executed and entered into this Amendment asas ofof the date first written below
Dated: “CITY”
City of Palm Springs
By:
Justin Clifton, City Manager
APPROVED AS TO FORM ATTEST:
By:
Jeffrey S. Ballinger, City Attorney
By:
Anthony J Mejia, MMC, City Clerk
Dated: CONSULTANT "MUNISERVICES”
MuniServices, LLCLC.
By:
Name:
Title:
June 14, 2022
Item 1I - 11
ATTACHMENT C
Amendment No. 5 to Consulting Services Agreement No. A5482 with MuniServices for Sales, Transactions, and Use Tax Audit (SUTA) Services
Item 1I - 12
55575.18140\34504362.1
AMENDMENT NO. 5
TO CONSULTING SERVICES AGREEMENT NO. A5482
WITH MUNISERVICES, LLC FOR SALES,
TRANSACTIONS AND USE TAX AUDIT (SUTA) SERVICES AND
PROPERTY TAX COMPLIANCE SERVICES
THIS FIFTH AMENDMENT (“Amendment No.5”) to the Consulting Services Agreement No.
A5482 for Sales, Transactions and Use Tax Audit (“SUTA”) Services is made and entered into by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City), and MuniServices, LLC, (hereinafter referred to as the Consultant) (collectively, the "Parties").
RECITALS
A. City and Consultant entered into a Consulting Services Agreement ("Agreement") for Sales, Transactions and Use Tax Audit (SUTA) Services to detect and document misallocations of Local District Tax (also known as Transactions & Use Tax),Bradley- Burns sales tax and local use tax activity, and Property Tax Compliance Services which consist of Audit and Recovery Services, within the statute of limitations on recoverability on May 16, 2007 in an amount not to exceed $175,000 for a three-year term, with automatically renewing three-year terms.
B. Amendment No. 1, amended the Agreement, lowering the existing compensation schedule of 25% of additional revenue collected down to 15% of additional revenue collected, and removed the not-to-exceed (“NTE”) cap on fees. Amendment No. 1, also extended the term of the Agreement for three (3) years, commencing on July 1, 2015, and ending on June 30, 2018, and provided that the Agreement could be terminated by either party with 30- days’ notice, and eliminated Section 5.2 (Termination of Agreement) and Section 5.3 (Termination of Addenda) of the Agreement.
C. Amendment No. 2, Section 5.1, extended the term of the Agreement for three (3) years, commencing on July 1, 2018, and ending on June 30, 2021, and amended Section 6.2 ("Covenant Against Discrimination").
D. Amendment No. 3, effective March 21, 2018 added to the City ’s recently adopted Transactions and Use Tax (PLSS) .50% sales tax to support the City's General Fund, which became effective on April 1, 2018, and amended the Agreement to specifically refer to the District Tax; Section 7056 of the California Revenue and Taxation Code.
E. Amendment No. 4 extended the term of the Agreement for one (1) year, commencing July 1, 2021, and ending on June 30, 2022.
Item 1I - 13
55575.18140\34504362.1
NOW, THEREFORE, the Parties hereby amend the agreement as follows:
AGREEMENT
1. Section 5.1 of the agreement shall be amended to read as follows:
“The term of the Agreement is hereby extended for one (1) additional year, commencing on July 1, 2022, and terminating on June 30, 2023, and may be terminated by either party with 30 days’ notice or extended by mutual agreement of the parties.”
2. Except as herein modified, all other provisions of the Agreement, including any exhibits and subsequent amendments thereto, shall remain in full force and effect.
3. In case of a conflict between the terms of this Amendment and the terms of the Amendment, the terms of this Amendment shall strictly prevail.
IN WITNESS WHEREOF, the parties have executed and entered into this Amendment as of the date first written below.
[SIGNATURE PAGE FOLLOWS]
Item 1I - 14
55575.18140\34504362.1
SIGNATURE PAGE
TOTO
AMENDMENT NO. 5
TO CONSULTING SERVICES AGREEMENT NO. A5482
WITH MUNISERVICES, LLC FOR SALES,
TRANSACTIONS AND USE TAX AUDIT (SUTA) SERVICES AND
PROPERTY TAX COMPLIANCE SERVICES
Dated: “CITY”
City of Palm Springs
By:
Justin Clifton, City Manager
APPROVED AS TO FORM ATTEST:
By:
Jeffrey S. Ballinger, City Attorney
By:
Anthony J Mejia, MMC, City Clerk
Dated: “CONSULTANT”
MuniServices, LLCLC.
By:
Name:
Title:
June 14, 2022
Item 1I - 15
ATTACHMENT D
Amendment No. 5 to Consulting Services Agreement No. A6205 with MuniServices for Business License Discovery and Assessment Services
Item 1I - 16
55575.18140\34494172.1
AMENDMENT NO. 5
TO CONSULTING SERVICES AGREEMENT NO. A6205 WITH
MUNISERVICES, LLC FOR BUSINESS LICENSE
DISCOVERY AND ASSESSMENT SERVICES
THIS FIFTH AMENDMENT (“Amendment No.5”)to the Consulting Services Agreement No.
A6205 for Business License Discovery and Assessment Services is made and entered into by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the “City”), and MuniServices, LLC, a Delaware limited liability company (hereinafter referred to as the “Consultant”) (collectively, the “Parties”).
RECITALS
A. City and Consultant entered into a Consulting Services Agreement (“Agreement”) for Business License Discovery and Assessment Services to assist the City with identifying entities subject to taxation, which are not properly registered, or otherwise not reporting taxes to the City; or are registered but are not properly reporting the full amount of tax which they are subject to under the City’s ordinances, made and entered into on March 13, 2012.
B. Amendment No. 1 extended the term of the Agreement for three (3) years plus an additional one (1) year optional extension, for a maximum contract term, ending on June 30, 2017, and removed the not to exceed amount of $25,000 from the Agreement.
C. Amendment No. 2 extended the term of the Agreement for three (3) years, ending on June 30, 2020. The amendment also lowered the discovery fees from 40% to 30%, added tax administration performance services for the collection of business license payments.
D. Amendment No. 3 extended the term of the Agreement for one (1) year, commencing on July 1, 2020, and ending on June 30, 2021.
E. Amendment 4 extended the term of the Agreement for one (1) year, commencing on July 1, 2021, and ending on June 30, 2022.
F. City and Consultant desire to amend Agreement No. A6205, to extend the term of the Agreement for one (1) additional year, through June 30, 2023.
NOW, THEREFORE, the Parties hereby amend theagreement as follows:
AGREEMENT
1. Section 4.4 of the Agreement shall be amended to add the following sentence:
“Unless earlier terminated in accordance with Section 4.5 of this Agreement, the term of the Agreement is hereby extended for one (1) year, commencing on July 1, 2022, and ending on June 30, 2023, unless extended by mutual written agreement of the parties.”
Item 1I - 17
55575.18140\34494172.1
2. Except as herein modified, all other provisions of the Agreement, including any exhibits and subsequent amendments thereto, shall remain in full force and effect.
3. In case of a conflict between the terms of this Amendment and the terms of the Contract, the terms of this Amendment shall strictly prevail.
IN WITNESS WHEREOF, the Parties have executed and entered into this Amendment as of the date first written below .
[SIGNATURE PAGE FOLLOWS]
Item 1I - 18
55575.18140\34494172.1
SIGNATURE PAGE
TOTO
AMENDMENT NO. 5
TOTO CONSULTING SERVICES AGREEMENT NO. A6205 WITH
MUNISERVICES, LLC FOR BUSINESS LICENSE
DISCOVERY AND ASSESSMENT SERVICES
Dated: “CITY”
City of Palm Springs
By:
Justin Clifton, City Manager
APPROVED AS TO FORM ATTEST:
By:
Jeffrey S. Ballinger, City Attorney
By:
Monique Lomeli Interim City Clerk
Dated: “CONSULTANT”
MuniServices, LLC.
By:
Name:
Title:
June 14, 2022
Item 1I - 19
CITY COUNCIL STAFF REPORT
06/30/2022 1. J.
City Clerk -
SUBJECT
APPROVAL OF AMENDMENT NO. 2 TO AGREEMENT No. A6164 WITH ACTION PARK ALLIANCE, INC., FOR THE OPERATION AND MANAGEMENT OF THE
PALM SPRINGS SKATE PARK
RECOMMENDATION:
Approve Amendment No. 2 with Action Park Alliance, Inc., for the operation of Palm Springs Skate Park to increase the hours of operation by adding ten (10) hours per week, and five (5) extra hours on holidays and extending this contract for two (2) additional years at a cost of $150,000 for Year One, with annual increases of the City of Palm Springs’s adopted CPI-U annual rate increase.
1. Authorize City Manager to execute all necessary documents.2.
Attachments
Item 1J
CITY COUNCIL STAFF REPORT
DATE: JUNE 30, 2022 CONSENT CALENDAR
SUBJECT: APPROVAL OF AMENDMENT NO. 2 TO AGREEMENT NO. 6164 W ITH ACTION PARK ALLIANCE, INC., FOR OPERATION AND MANAGEMENT
OF THE PALM SPRINGS SKATE PARK
FROM: Justin Clifton, City Manager
BY: Department of Parks and Recreation
SUMMARY:
The City of Palm Springs has a five- year Agreement with Action Park Alliance, Inc. to operate the Palm Springs Skate Park, Retail Pro Shop, and Concessions. Staff is seeking approval for an amendment of the existing contract to expand hours and management fees with an extension of the contract for two additional years.
RECOMMENDATION:
1. Approve Amendment No. 2 (Attachment C) with Action Park Alliance, Inc., for the operation of Palm Springs Skate Park to increase the hours of operation by adding ten (10) hours per week, and five (5) extra hours on holidays and extending this contract for two (2) additional years at a cost of $150,000 for Year One, with annual increases of the City of Palm Springs’s adopted CPI-U annual rate increase.
2. Authorize City Manager to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
Action Park Alliance is a registered California corporation. The Public Integrity Disclosure is included in Attachment D.
BACKGROUND:
The City of Palm Springs owns the approximately 30,000 square foot outdoor skate park, retail pro shop, and concession building, which are operated under contract by Action Park Alliance, Inc. The current five (5) year contract (Attachment A) was initiated in 2018 and expires June 30, 2023. Amendment No. 1 (Attachment B) was initiated July 1, 2020, Item 1J - 1
City Council Staff Report
June 30, 2022 -- Page 2
Skate Park Contract Amendment and Extension
reducing the hours of operation, scope of service, and the management fees paid to Action Park Alliance, Inc. due to the COVID -19 pandemic and emergency budget reductions.
STAFF ANALYSIS:
Action Park Alliance, Inc. was originally contracted to operate the skate park 76 hours per week. Amendment No. 1 reduced operating hours to 56 hours per week. The current recommendation included in Amendment No. 2 is to expand services to 66 hours per week, which will allow five additional hours of operation on Saturdays, Sundays, and Holidays. With the increase in services, there is an increase in fees to cover staffing and other costs by the contractor.
With the reduction of hours and fees in Amendment No. 1, the skate park contractor, Action Park Alliance, Inc. did not reap the full financial benefit of their original five (5) year contract. Staff is recommending an extension of their contract for an additional two years.
Staff are satisfied with the contractor’s performance and have a good working relationship with contractor and their on-site employees.
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 exempt from CEQA pursuant to Section 15378(b)(5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.
ALIGNMENT WITH STRATEGIC PLANNING:
This agreement supports Section 4 of the City’s Strategic Plan, Good Governance, Item 4A-Enhance Service Levels.
FISCAL IMPACT:
The City’s Parks and Recreation Department has budgeted the $150,000 management fee into the Fiscal Year 2022-23 operating budget.
Item 1J - 2
City Council Staff Report
June 30, 2022 -- Page 3
Skate Park Contract Amendment and Extension
REVIEWED BY:
Department Director: Jeannie Kays
Assistant City Manager: Teresa Gallavan
City Manager: Justin Clifton
ATTACHMENTS:
A. Executed Contract A6164, 2018-2023
B. Amendment No. 1, July 2020
C. Amendment No. 2, July 2022
D. Action Park Alliance, Inc. Public Integrity Disclosure
Item 1J - 3
ATTACHMENT A
Item 1J - 4
Item 1J - 5
AGREEMENT
FOR
OPERATION OF PALM SPRINGS SKATE PARK
RETAIL/PRO SHOP AND CONCESSION
This Agreement ("Agreement") is made and entered into this /5 Z2-- day of ~.ud:::: , 2018, by and between the City of Palm Springs, a California MunicipalC~oration ("City") and Action Park Alliance, Inc., a California Corporation ·("APA"). City and APA are sometimes herein refe1Ted to individually as "Party" and collectively as the "Parties".
RECITALS.
WHEREAS, the City is the owner of that certain real property located at 401 South Pavilion Way, which is more particularly described in Exhibit "A", attached hereto and incorporated herein by reference (the "Property"); and
WHEREAS, a portion of the Property is presently developed and operated as a skate park open to the public and commonly referred to as the Palm Springs Skate Park ("Skatepark"); and WHEREAS, the City desires to engage the services of AP A for operation and management of the Palm Springs Skate Park, including a retail/pro-shop and concessions, subject to the terms and conditions set forth below; and
WHEREAS, AP A desires to operate and manage the Palm Springs Skate Park; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained in the Agreement, the Parties agree as follows:
1. Term
1.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a term of five (5) years unless earlier terminated as provided herein ("Term").
2. Facilities
2.1. Skatepark. AP A currently operates the Skatepark, which is an outdoor skatepark consisting of approximately 30,000 square feet. The Skatepark shall be in a condition acceptable to AP A on the date AP A begins management operations pursuant to this Agreement. The Skatepark must meet or exceed all American Society for Testing and Materials ("ASTM") standards and guidelines. The Skatepark shall include adequate security and access controls including but not limited to sufficient fencing and video monitoring equipment to meet or exceed AP A's requirements· and guidelines. The Skatepark shall include marquee signage that is easily viewable from South Pavilion Way.
2.2. Retail/Pro-Shop and Concessions. The City shall a provide a pro-shop structure ("Pro-Shop") of at least 2,400·square feet on the Property adjacent the Skatepark. 1 Item 1J - 6
The Pro Shop shall be for the purpose of conducting a back office operation for the Skatepark and a concession stand, including but not limited to required sinks, appliances, air vents, employee restrooms, and any other items required by any applicable law, code, ordinance, or regulations.
2.3. Public Restrooms. The City shall provide and maintain, including providing janitorial services, for public restrooms at the Skatepark that are completely separate from the employee restrooms provided in the Pro-Shop. The Skatepark, Pro-Shop and public restrooms are collectively refen-ed to herein as the "Facilities".
2.4. · Right of Acceptance. AP A's obligations to operate and manage the Facilities are contingent upon AP A's acceptance of the Facilities and shall not become operative until such acceptance is communicated to the City. In the event that the Facilities, or any part thereof, do riot meet with APA's approval, APA shall have the right to suggest improvements in writing to the City and shall advise the City whether the suggested improvements are required to comply with ASTM standards or applicable legal obligations. The City, within five (5) · business days of receipt of the suggested improvements, shall notify AP A whether it intends to make the suggested improvements.
In the event that the City does not agree to make one or more improvements, AP A shall have the right to terminate the Agreement upon written notice · as provided in this Agreement. If APA does not provide such notice of termination within five (5) business days of City's determination, APA shall be deemed to have accepted the Facilities, and all of AP A's obligations under this Agreement shall become immediately operative.
3. Operating and Management Agreement
3.1. Operating Agreement.
3 .1.1. This Agreement is for the operations, management, maintenance and supervision of the Facilities. No land, property, building, structure, improvements, equipment space of fixture is leased to AP A, and AP A is not a lessee. AP A has the right to operate the Facility, including the right to operate concession, charge entry fees, provide lessons, promote events and take other discretionary actions within the scope of this Agreement.
The City hereby grants AP A a license to conduct the activities that, in .
AP A's reasoned judgment, are reasonably necessary to perform AP A's obligations hereunder, and that license shall continue in effect throughout the term of this Agreement.
3.1.2. APA is an independent contractor, and not an employee of City. No employee or agent of AP A shall be considered an employee of the City.
AP A shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of any services under this Agreement and as required by law. APA shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance.
2 Item 1J - 7
3.2. Operator General Obligations. In addition to any other obligations set forth in this Agreement, AP A shall be responsible for the following:
( a) AP A shall monitor the Facilities and operate the Skatepark in accordance with all rules, regulations and ordinances of the City. (b) AP A shall take reasonable measures to create and maintain an orderly and safe environment at the Facilities, and shall provide a structured, supervised program at the Skatepark seven (7) days a week, with the exception of holidays, as further detailed and defined in Exhibit "B", attached hereto and incorporated herein by reference.
( c) AP A shall regulate the registration and entry of all persons to the Skatepark excepting those persons acting on AP A's or the City's behalf. ( d) AP A shall require and shall monitor, regulate and ensure the use of helmets, skate pads and skate gear in accordance with all City rules and . regulations.
(e) APA shall provide no less than two (2) trained staff members at the Facilities to monitor and regulate all skate activity at the Skatepark during all operating hours.
(f) APA shall provide all of the special events/services and program activities as described in the attached exhibits.
(g) AP A shall provide the City with park usage reports on a quarterly basis. (h) AP A shall pay all expenses related to the operation of the Facilities in accordance with the provisions of this Agreement.
(i) AP A shall engage in such advertising, solicitation and promotional activities as AP A deems necessary or appropriate to advertise the services and programs provided by AP A at the Facilities.
3.3. No Partnership/Joint Venture.APA and the City acknowledge that neither is the other's agent, partner or fiduciary and that this Agreement was drafted at arm's length and shall be performed as a matter of ann's length contract and not as a joint venture, partnership or other arrangement that might give rise to fiduciary or other extra contractual duties or obligations not stated herein.
4. Fees.
4.1. Management Fee. The City shall compensate APA per year in four equal quarterly payments under this Agreement as follows:
4.1.1. Year 1: (2018-2019) - $168,000 per year (5% increase).
Year 2: (2019-2020) - 3% increase or CPI-U, whichever is greater.
Year 3: (2020-2021)- CPI-U*.
Year 4: (2021-2022)- CPI-U.
Year 5: (2022-2023)- CPI-U.
*CPI-U is the Consumer Price Index for, All Items, for the Los Angeles/Long Beach/ Anaheim Metropolitan Statistical Area for the Year ending in December.
Payments shall be invoiced thirty (30) days prior to each quarter, and the City shall have thirty (30) days following its receipt of an invoice from 3 Item 1J - 8
AP A to pay. Notwithstanding the foregoing, following the first quarter's payment, the City shall not be required to make a payment to AP A until the City is in receipt of AP A's quarterly financial report, as described herein, for the prior quarter.
4.1.2. First Payment. Upon execution of this Agreement, the City shall pay APA the first quarter's payment.
4.1.3. In the event that the City desires increased insurance coverage, the Management Fee shall be increased as negotiated; failure to agree on an increase shall relieve AP A of any duty to adjust the required insurance.
5. Operations, Utilities, Permits and Taxes.
5.1. Utilities. APA shall pay and be liable for utility charges related to the operation of the Pro Shop, including telephone, internet and electrical charges.
The City shall be solely responsible and liable for all other utilities related to the operation of the Skatepark, including interior and exterior lighting for the Facilities.
5.2. Taxes.
5.2.1. The City is solely liable for the property taxes and special assessment taxes for the Facilities.
5.2.2. AP A shall collect and pay applicable sales taxes on sales of non-exempt items in the Pro-Shop. AP A shall be responsible for applicable personal business property taxes for owned personal property held within the Pro-Shop (including inventory). AP A shall pay all employment taxes directly arising out of its operation of the Facilities.
5.3. Employee Training. APA shall provide its employees an orientation regarding operation of the Facilities, including a review of all applicable regulations, policies, procedures and safety measures. The City may, in its discretion, provide an orientation on its policies and procedures for APA's employees, or may provide APA information reasonably suffi.cient to enable AP A to conduct an orientation on the City's policies and procedures. All employees providing supervision or training at the Skatepark shall be experienced in providing such services, and shall have appropriate training in first aid, CPR, and other safety skills.
5.4. Photography. With the City's prior consent, which shall not be unreasonably withheld, AP A shall have the right to grant authorization to persons or corporations associated with AP A to engage in production of still and motion pictures and related activities for the use of the Skatepark. AP A shall, as a condition of any authorization for filming at the Facilities, require reimbursement to the City for any out of-pocket costs incun-ed directly from such filming activity. No person shall be filmed or photographed without his or her prior written consent. In the case of minors, the written consent of a parent or guardian shall be required.
4 Item 1J - 9
5.6. Permits. APA shall at all times maintain the proper City and County Health Department pennits and inspections rating required for its food and beverage sales. AP A shall procure a business license from the City prior to beginning operations of the Facilities, and shall maintain a valid license at all times throughout the duration of this Agreement. The City shall cooperate in expediting any and all pennits. The City shall provide all other permits, licenses, and pennissions required by law or that AP A deems necessary to perfonn the Agreement.
5. 7. Inventory. AP A shall maintain an inventory at the Pro-Shop of necessity and replacement items, including wheels, trucks, skateboard decks and so forth, at the Pro Shop. AP A shall also maintain a fully-stocked concession operation including fountain drinks, water and snack food at the Pro-S~op.
6. Reporting, Books and Records.
6.1. AP A to Provide Reporting. Upon written request, with no fewer than 21 days notice and no more than once per year, unless otherwise required by law, APA, at its sole discretion, shall make available for inspection or provide copies of its books and records to the City. Notwithstanding the foregoing, APA shall maintain the following records and make records available to the City upon request:
6.1.1. AP A shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement.
6.1.2. AP A shall keep detailed injury reports, maintenance reports, liability waivers, and incident reports, both electronically and in hard copy. AP A shall complete and submit any required annual reporting and documentation to the State of California to comply with recreational immunity provisions. The City shall provide AP A with all information in its possession or control that may assist APA in complying with this requirement. The City shall cooperate fully with AP A to provide this information.
6.1.3. AP A shall provide quarterly and annual park usage reports to the City as soon as is practicable after closing of APA's books for such quarter or year.
6.1.4. AP A shall maintain all records described in the Section 6 for a period according to APA's then existing document retention policy in effect at the time of expiration or tennination of this Agreement.
7. Maintenance and Repairs.
7 .1. Skatepark. AP A shall conduct daily park inspections and report any material maintenance issues to the City for further action. The City shall be responsible for all material repairs and all structural and warranty work. AP A shall be responsible for minor maintenance such as painting, trash and minor graffiti removal. 7 .2. Pro-Shop. The City shall be responsible for maintenance of the exterior of the 5 Item 1J - 10
Pro-Shop building, including major appliances such as HV AC and electrical related items. AP A will maintain the intelior of the Pro-Shop building, including all fixtures . provided, and will be liable for any repair of such that costs less than five hundred dollars ($500). AP A shall also. be responsible for coordinating the service and maintenance of all warranty related repairs to any appliances or parts' of the building as well as coordinating and facilitating any required documentation.
7.3. Appearance. APA shall maintain at all times in a clean and orderly condition and appearance, the Pro-Shop, and areas adjacent to the Pro-Shop. AP A shall be responsible for ensuling all trash is placed in the trash receptacles. The City shall be responsible for collection of trash from the trash receptacles and shall arrange for collection to occur as frequently as is necessary to maintain the Facilities in clean and working order.
7.4. Review. APA's on-site manager shall meet at least quarterly, and more frequently if necessary, with the City to review the condition of the facilities.
8. Hours of Operation; Staffing.
8.1. Unless otherwise agreed to in wliting by the City, and except for closures, interruptions or delaying resulting from inclement weather, natural disasters, fires, water shortage, liot, war, the negligence or fault of the City, or its employees, agents or contractors, or other events or circumstances beyond APA's control, APA shall keep the Skatepark and Pro-Shop open pursuant to the schedule provided in Exhibit "B". APA shall not change the operating schedule without the plior approval of the City, which shall not be umeasonably withheld. AP A shall maintain staffing levels within the parameters set forth in Exhibit "B".
9. Pricing.
Skatepark plicing levels shall be set forth in Exhibit ''B". APA shall not change plicing levels without the plior wlitten approval of the City, which shall not be umeasonably withheld. AP A shall have the light to set all plices charged to customers of the Pro-Shop.
APA shall not increase plices in the Pro-Shop without first giving the City ten (10) days' wlitten notice of such increases, but such increases shall not require the approval of the City.
10. Assignment.
This Operating Agreement is in the nature of a personal services contract not subject to assumption or assignment under 11 U.S.C. Section 365. APA shall not assign or sublease any of its interest under this Agreement without the plior wlitten consent of the City, which consent shall not be umeasonably withheld or delayed.
11. Advertising; Special Events.
11.1. The City shall include APA in any promotional materials produced by the Parks and Recreation Department.
6 Item 1J - 11
11.2. APA shall install on the Property, subject to any applicable sign ordinance, signs identifying its business. AP A shall have the right to conduct special events, which may incorporate activities that, in APA's reasonable judgment, relate to the mission and purpose of the Skatepark. During such special events AP A may display signage of their sponsors or the event sponsors.
12. Termination.
12.1. City may tenninate this Agreement at any time, with or without cause, upon thirty (30) days written notice to AP A. Where termination is due to the fault of AP A and constitutes an i1mnediate danger to health, safety, and general welfare, the period of notice shall be much shorter time as may be determined by the City. Upon receipt of the notice of termination, AP A shall immediately cease all services except such as may be specifically approved by the City.
12.2. AP A shall be entitled to compensation for all services rendered prior to receipt of the notice of tennination and for any services authorized by the City after such notice.
12.3. APA may terminate this Agreement at any time that it is not in default in its obligations by giving the City thirty (30) days written notice after the occurrence of any of the following events:
12.3.1. The failure of the City to materially perform any of its
12.3.2. 12.3.3.
12.3.4 obligations under this Agreement, if the City fails to cure its default within said 30-day notice period; or if a cure is not reasonably possible within 30 days and such default has not been caused by the City's gross negligence or
intentional misconduct, the failure of the City to initiate necessary action to cure the default and to diligently
proceed with such action until the default is cured.
Issuance by a court of competent jurisdiction of an
injunction in any way preventing or restraining APA's use of any substantial portion of the Facilities and the
remaining in force of such injunction for a period of 30 consecutive days.
The inability of AP A to use any substantial portion of the Facilities for a period of 30 consecutive days, due to
enactment or enforcement of any law or regulation or
because of fire, earthquake or similar casualty, or Acts of God or the public enemy.
The material breach of any of the City's representations and warranties set forth in the Agreement.
13. Representations and Warranties. The City hereby warrants and represents (with_ the understanding that AP A is relying on said warranties and representations) that:
7 Item 1J - 12
13 .1. The transactions contemplated by this Agreement and the execution and delivery of all documents required herein and their perfonnance hereunder have been duly auth01ized. The execution and delivery of this Agreement and any other document required herein and the consummation of the transactions contemplated hereby and thereby will not result in any violations of or default under any term or provision of any agreement, instrument, mortgage, loan or similar documents to which the City is a party or by which it is bound.
13 .2. There is no existing, pending or anticipated condemnation or similar proceeding against or involving the Property.
13.3. The City has not entered into any leases, options, contracts or rights of first refusal, recorded or unrecorded, affecting the Pro-Shop building which have not been disclosed to AP A.
13 .4. The individuals executing this Agreement on behalf of the City are authorized and empowered to enter into this Agreement.
13.5. The City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment.
13.6. No work has been perfonned or is in progress at or on the Pro-Shop and no materials have been furnished to the Property which might give rise to mechanic's, materialman's or other liens against the or any portion thereof.
14. Indemnification.
To the fullest extent permitted by law, APA shall defend (at APA's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers ( collectively the "Indemnified Parties"), from and against any and all liabilities actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees ( collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (AP A's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by AP A, its officers, employees, representatives, and agents, that arise out of or relate to APA's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents and volunteers. Under no circumstances shall the insurance requirements and limits set fo1ih in this Agreement be construed to limit AP A's indemnification obligation or other liability under this Agreement. AP A's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 8 Item 1J - 13
15. Insurance.
APA shall procure and maintain insurance as provided for in Exhibit "C", attached hereto and incorporated herein by reference ..
16. Risk Management.
AP A shall require all participants to sign a liability waiver releasing AP A and the City of liability. All participants under age 18 must have a parent or guardian, with valid identification, execute the release prior to use of the Skatepark. The City shall have the right to approve the final wording of the release. AP A shall require all participants to use safety gear at all times, as provided above.
17. Surrender of Possession.
Upon the expiration or tennination of this Agreement, APA's right to occupy the Facilities and exercise the privileges and rights herein granted shall cease, and AP A shall surrender the same, and leave the building in good condition, normal wear and tear excepted. Unless otherwise provided herein, all trade fixtures, equipment and other personal property installed or placed by AP A in the Pro-Shop building shall remain the property of AP A, and AP A shall have the right at any time during the term of this Agreement, and for additional period of twenty (2) days after its expiration, to remove the same from the Property; provided that AP A is not in default of any of its obligations hereunder and the AP A repairs at its sole cost any damage caused by such removal. Any property not removed by AP A within said 20-day period shall become part of the Property and ownership thereto shall vest in the City.
18. Notice.
All notices required or permitted to be given under this Agreement may be personally delivered or mailed by certified mail, return receipt requested, postage prepaid, to the following address:
City:
APA:
City of Palm Springs
David Ready, City Manager
3200 E. Tahquitz Canyon Way
.Palm Springs, CA 92262
Action Park Alliance
Kirsten Denner, CEO
6824 S. Centinela A venue
Los Angeles, CA 9023 0
Any notice given by certified mail shall be deemed to be received on the next business day after the date of mailing. Either party may designate in writing a different address for notice purposes pursuant to this Section.
9 Item 1J - 14
19. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties.
20. Compliance with Laws.
AP A shall at all times comply with all federal, state and local laws, rules and regulations which are applicable to its operations on the Property, including all laws, rules and regulations adopted after the Effective Date.
21. Covenant Against Discrimination.
In connection with its perfmmance under this Agreement, AP A shall not discriminate against any employee or applicant for employment 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"). AP A shall ensure that applicants employed, and the employees are treated during their employment, without regard to any prohibited basis.
AP A's actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any APA activity, including but not limited to the following employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or tennination; provision of benefits, rates of pay or other fonns of compensation; and selection for training, including apprenticeship. AP A shall fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 relating to non-discrimination in city contracting.
22. California Law.
This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and AP A covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
23. Interpretation.
This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual· and the result of negotiation between the Parties.
Accordingly, any rule of construction of contracts (including, without limitations, California Civil Code Section 1654) that ambiguities are to be construed against the 10 Item 1J - 15
drafting party, shall not be employed in the interpretation of this Agreement The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
24. Waiver.
No delay or omission in the exercise of any rights or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of AP A. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.
25. Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
26. Arbitration.
Any dispute, claim or controversy arising out of or relating to this Agreement or breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope of applicability of this agreement to arbitrate, shall be deemed by arbitration in Los Angeles, California, before one arbitrator, who shall be a retired judge. At the option of the first to commence an arbitration shall be administered either by the American Arbitration Association (AAA) pursuant to its Commercial Rules or by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having juiisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall, in the Award, allocate costs, reasonable attorney's fees, expert-witness fees, other litigation fees and expenses including costs of arbitration to the prevailing party in accordance with the Attorney's Fees provision, below.
27. Attorney's Fees.
In the event of any action, suit, arbitration, or other proceeding of any nature is brought in connection with the payment tenns of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, expe1i-witness fees, other litigation costs and fees (e.g., deposition costs, trial preparation costs, etc.), and other costs and expenses of suit.
28. Non-Liability of City Officers and Employees.
No officer or employees of City shall be personally liable to AP A, or any successor-in-interest, in the event of any default or breach by City or for any amount . 11 Item 1J - 16
which may' become due to AP A or its successor, or for breach of any obligations of the tenns of this Agreement.
29. Integrated Agreement.
This Agreement contains all of the agreements of the paiiies and supersedes all other written _agreements. ·
30. Amendment.
No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties.
31. Successors in Interest.
This Agreement shall be binding upon and inure to the benefit of the Parities' successors and assignees.
32. Recitals.
The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.
33. Authority.
The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and 'that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.
34. Future Acts and Cooperation.
The City recognizes and acknowledges that AP A will require the assistance and cooperation of the City in order to properly perfonn and fulfill APA's covenants and obligations under this Agreement including the execution of certain documents. The City agrees is shall designate a specific officer or agent having appropriate experience and authority whose responsibility it is to work with AP A in assuring that AP A obtains the cooperation and assistance of the City, subject to the tenns of this Agreement and all applicable laws.
12 Item 1J - 17
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
CITY OF PALM SPRINGS
Date: ?---IS---1~
APPROVED AS TO FORM: ATTEST
~: ~-tu__~ ~---v-\ ~✓ ••
Edward Kotkin,( ·
City Attorney
APPROVED fr{ CITY COUNCIL
~\iM S-~. 1hih~ Awl /p~ ACTION PARK ALLIANCE, INC.
• Date: ---------- By:ff)~,___-
Printed Name: :l<.t.fs.\-~ k~
Title: CQ:>
_J
13 Item 1J - 18
EXHIBIT A
The Skatepark is approximately 30,000 s.f. and is located in Smirise Plaza next to the Palm Springs Swim Center.
14 Item 1J - 19
EXHIBIT "B"
.Hours of Operation; Pricing; Staffing
Action Park Alliance Skate Park of Palm Springs Hours of Operation Weekdays
Weekends
Holidays
Pricin
Annual Memberships
12:00 p.m. to 10:00 p.m.
9:00 a.m. to 10:00 p.m.
9:00 a.m. to 10:00 p.m.
• Resident Memberships
• Non-Resident Memberships
$15.00
-$25.00
Programming
• Camps - 5 weeks during the summer.
• Lessons & Clinics - scheduled throughout the year
• Contests - such as Concrete Showdown, Valentines
Games of skate, Nude Bowl contest, etc.
• Special Events - Go Skate Day, Skate or Rock, etc.
No more than 12 per calendar year
Staffin
TBD
TBD
TBD
TBD
• AP A shall provide no less than two (2) trained staff members at the Facilities to monitor and regulate all skate activity at the Skate Park during all operating hours. At least one (1) management level staff member shall be present during all operating hours.
·-:r·~ .
Item 1J - 20
EXHIBITC
CITY INSUE.A_NCE REQUIREMENTS
Item 1J - 21
I .
! .
SUMMARY OF INSURANCE
REQUIREMENTS FOR CITY CONTRACTS
Instructions to ContractorsNendors/Servlce Prov(ders:
Prior to commencing any work, all contractors; vendors and service providers shall procure. and maintain, at their own· cost. and expense for the durati.on of their contract with the City,. --appropriate Insurance against claims for injuries to persons or damages to property which _ may arise from or in connecUon with the performance of the work or services~ The types of insurance required and the coverage amounts are specified below:
A. Minimum Scope of lnsurang; Required . . _ _
1.. General Liability Insurance. is required whenever the City Is at risk of third-party claims wh1ch may arise out of work or presence of a contractor, vendor and service · provider on City premises. .
. . . . .
2. Automobile Uability. Insurance Is required only when vehlcJes are used by a contractor, vendor or service provider In their scope of work or when they are driven off;.road on City .property. Compliance with California law requiring auto liability insurance is mandatory and can not be waived. - · 3. Workers' Compensation and Employer's Uabllity Insurances is required for any contractor. vendor or servJce provider that has any employees at any time during the · period of this contract. Contractors wlth no employees must complete.a Request for·_ - . Waiver of Workers' Compensation Insurance Requirement form.
4. Errors and Omissions coverage Is required for l_icensed or other professronal contractors doing design, architectural, engineering or other services that warrant such . Insurance. · 8, Minimum Llmlts cUhsurance Coverage Rgquifed
Under $25,000 - _ OVer $25,000 to $5,000,000 · 0ver $5 MUiian · · _ Limits TBD by Risk Manager . · $1 MIUlon per Occurrence/$2 MIiiion Aggregate Umits TBD by Risk Manager , . . . . . - .
Umbreffa excess liability may bE:' used to reach the Omits slated above.
C. The following general requirements apply:·
1. Insurance carrier rnust be authorized to do business In the State of C8lifornia. -2. Insurance carrier must have · a raUng of or equivalent to B++. VII, by A.M. Best . Company. ·
3. Coverage must Include personal injury, protective and employerliabffity.
Item 1J - 22
•'
{",
' I \, ______ /
4, Certificate must include evidence ofthe amount of any deductlJle or self-insured retention under the poUcy.
5. Contractor's, general lfabmty and automobile insurance coverage must be primary and non.;contributory over any 'Insurance the City' may maintain, that Is, any such City insurance shall be excess to linlts stated in the certificate. , D., Verification of Insurance coverage may be provided by: (1) an approved :General and/or -Auto Uabllltv Endorsement Fonn for the City of Palm Springs or (2) an acceptable , Certificate of Uablllty Insurance Coverage with an , approved Additional Insured Endorsement (see attached) with the following endorsements stated cm the certificate:
, 1. "The City of Palm Springs, , its omcials, employees and agents: are named :as an , additional insured' ("as respects a specific contract" or "for any and all work performed with the City" may be Included in this statement). , 2. "This .Insurance Is primary' and non-contrlbuto,y aver any Insurance or self-insurance the City may have" ("as respects a specific contracr or 'for any and all work performed , with the City" may be included-In this statement). • , , , - , , -3. "Should any ,of the above-d,escnbed policies be canceled before the explralfon date , thereof, the issuing company will maB 30 days written notice to the Certificate Holder named." Language such as~ 11 endeavor to" mail and "but'failure to mail such notice shall impose no ,obUgaUon or liabDlty of any kind upon the company; its agents, or-, representative" Is not acceptable and must be crossed out. See Example A below. 4. Both the Workers' Compensation and Employers' Liability poffcles shall contain the , Insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents and volunteers. See Example B below. . . . . . . ..
In addlUon, to the endorsements listed above, the City of Palm Springs shcill be named the , certificate holder on the policy.
All certificates and endorsements are to be received , and approved by the City before work commences. , All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of wofk shall , not waive the contractor's obligation to provide them. • E. Acceptable AH,:tmatives to Insurance Industry Certificates of Insurance:
• A, copy of th$ fuil Insurance policy which contains , a thirty, (30) days' cancellation notice provision (ten (10) days for non-payment of premium), and additional insured and/or loss-payee status, when appropriate, for the City. , • , Binders and Cover Notes are also acceptable as Interim evidence for up to 90 days , from date ofapproval , , ' Item 1J - 23
F. Endorsement Language for Insurance Certificates
Example A: SHOULD . ANY OF . THE ABOVE-REFERENCED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL BNmil~VOR TO MAIL 30 DAYS• WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN BUT F,'\JL~ T-0 MAA. SUCH NO'RC8 SKA.LL IMP-OSE ~10 OBUGA.TION OR LIABILITY OF ANY KDU) UPON THB IJIISURBR, ITS AGEmB OR B:EPRSSSITAiP.'SS. ~he brow/agent· can Include a qualljier stating u10 daj,s notice for nonpayment of premium." Example B:
. G. Alternative Programs/Self-Insurance; Under certain circumstances, the City may accept risk financing mechanisms such as Risk Retention Groups, Risk Purchasing Groups, offshore carriers; captive insurance programs and self-insurance programs as verification of Insurance coverage. These programs are subject to separate approval once the City has reviewed the relevant audited financial statements and made a detennination that the program pro~~es sufficient coverage to meet the pity's requirements. -3-
Item 1J - 24
Kirsten Dermer
Mark Laue
Action Park Alliance
15131 Clark Avenue
City of Industry, CA 91745
City of Palm Springs
David H. Ready, City Manager
__ 32-PQ: P J!!hq_ui.p~ Cany_on:W~Y.-•-:~~I!.l __ Sp,:i_flg~, __ Ctt~iforn,~~ .. :9.2.~6_2_ TEL: (760) 323-8201 • FAX: (760) 323-8207 • Web: www.palmsprings-ca.gov May 7, 2013
RE: Palm Springs Skate Park Interim Operations
The purpose of this letter is to provide an on-site presence and interim operations of the Palm Springs Skate Park, pursuant to the Agreement between the City of Palm Springs and Action Park Alliance, Inc. dated April 23, 2013.
The parties agree that the current agreement is in effect, except during such period of time for the construction of the Skate Park building, the parties agree that the scope of work and the compensation are modified as provided in this letter.
Commencing on Monday, May 9, 2013, APA will have an on-site presence at the skate park as follows:
a. . APA shall have a minimum of two staff persons on site at all times, one who shall be management level, for the hours of 12:00 noon to 10:00 p.m., seven days per week. The City and APA may mutually modify the hours at such time the current school year ends.
b. Management staff shall be first aid and CPR certified, trained in conflict resolution and relationship skills, background checked, instructied in park policies and local health and safety regulations, and be positive role models. c. During the hours of operation, APA shall promote the City of Palm Springs and Action Park Alliance programs while on-site at the skate park. d. APA shall outreach through local community networks, allow participants to sign waiver forms, book future lessons, skate camps and other events, host monthly events and afterschool skate jams, concession sales, obtain electronic mail list for future newsletters, and start skate park membership data base.
Post Office Box 2743 • Palm Springs, California 92263-27 43 Item 1J - 25
Action Park Alliance
May 7, 2013
Page2
e. APA shall have at its sole expense an emergency phone available at the skate park.
1~~-~-~~cc-1~~-,AiAF'A~llall-clea~tr,e~kate-par~lftHfl!rtrash·piclHifl~and·plaeingin-··· receptacles, and removal of minor blemishes in concrete such as gum and tagging.
During the interim operations the City shall compensate APA for the interim operations and supervision in the amount of $13,333.33 per month.
Except as otherwise provided in this letter, all other terms and conditions of the agreement between the City of Palm Springs and Action Park Alliance, Inc. are in full force and effect. The provisions of this letter shall terminate upon the City's approval of occupancy of the Skate Park building, and acceptance of the building by APA pursuant to the agreement.
The City looks forward to a successful operation by APA at the Palm Springs Skate Park.
Respectfully,
CITY OF PALM SPRINGS
ACKNOWLEDGED AND APPROVED:
~--
Action Park Alliance, Inc.
Item 1J - 26
( .)
, __ ,/
AGREEMENT
FOR
OPERATION OF PALM SPRINGS SKATE PARK
RETAIL/PRO SHOP AND CONCESSION
This AYreerhent ("Agreement") is entered into and effective this ]3'!'0 day of ~\'\\ 'iro\½ ~ ("Effective Date"), by and between the City of Palm Springs, a C ifornia Municipal Corporation ("City") and Action Park Alliance, Inc., a California Corporation ("APA"). City and APA are sometimes herein referred to individually as "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the City is the owner of that certain real property located at 40 I South Pavilion Way, which is more particularly described in Exhibit "A", attached hereto and incorporated herein by reference (the "Property"); and
WHEREAS, a portion of the Property is presently developed and operated as a skate park open to the public and common referred to as the Palm Springs Skate Park ("Skatepark"); and WHEREAS, the City desires to engage the services of AP A for operation and management of the Palm Springs Skate Park, including a retail/pro-shop and concessions, subject to the terms and conditions set forth below; and
WHEREAS, APA desires to operate and manage the Palm Springs Skate Park; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained in this Agreement, the Parties agree as follows:
I. Term
I. I. Initial Term. The term of this Agreement shall commence on the Effective Date and shall continue for a term of five (5) years unless earlier terminated as provided herein ('Term").
1.2. Option to Extend. The City may, at its sole discretion, renew the Term of this Agreement for an additional five (5) year period upon providing written notice to APA at least ninety (90) days prior to the expiration of the then-current Term.
2. Facilities
2.1. Skate Park. The City currently operates the Skate Park, which is an outdoor skate park consisting of approximately 30,000 square feet. The Skate Park shall be in a condition acceptable to AP A on the date AP A begins management operations pursuant to this Agreement. The Skate Park must meet or exceed all American Society for Testing and Materials ("ASTM") standards and guidelines. The Skate Park shall include adequate security and access controls including but not limited to sufficient fencing and video monitoring equipment to meet 790628.1
Item 1J - 27
or exceed AP A's requirements and guidelines. The Skate Park shall include marquee signage that is easily viewable from South Pavilion Way.
2.2. Retail/Pro-Shop and Concession. The City shall cause to be built, and provide a pro-shop structure ("Pro Shop") of at least 2,400 square feet on the Property adja<;ent to the Skatepark. The Pro Shop shall be designed and built for the purpose of conducting a back office operation for the Skatepark and a concession operation. The Pro Shop shall include all necessary fixtures for the purpose of operation a concession stand, including but not limited to required sinks, appliances, air vents, employee restrooms, and any other items required by any applicable law, code, ordinance, or regulation.
2.3. Right of Acceptance. APA's obligations to operate and manage the Facilities are contingent upon APA's acceptance of the Facilities and shall not become operative until such acceptance is communicated to the City. In the event that the Facilities, or any part thereof, do not meet with AP A's approval, APA shall have the right to suggest improvements in writing to the City and shall advise the City whether the suggested improvements are required to comply with the ASTM standards or applicable legal obligatiqns. The City, within five (5) business days of receipt of the suggested improvements, shall notify APA whether it intends to make the suggested improvements. In the event that the City does not agree to make one or more improvements, APA shall have the right to terminate the Agreement upon written notice as provided in this Agreement. If APA does not provide such notice of termination within five (5) business days of City's determination, APA shall be deemed to have accepted the Facilities, and all of APA's obligations under this Agreement shall become immediately operative.
3. Operating and Management Agreement.
3.1. Operating Agreement.
3. I. I. This Agreement is for the operation, management, maintenance and supervision of the Facilities. No land, property, building, structure, improvement, equipment space of fixture is leased to APA, and APA is not a lessee. APA has the right to operate the Facility, including the right to operate the concession, charge entry fees, provide lessons, promote events and take other discretionary actions within the scope of this Agreement. The City hereby grants APA a license to conduct the activities that, in APA reasoned judgment, are reasonably necessary to perform APA's obligations hereunder, and that license shall continue in effect throughout the term of this Agreement.
3.1.2. AP A is an independent contractor, and not an employee of City. No employee or agent of AP A shall be considered an employee of the City. APA shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of any services under this Agreement and as required by law. AP A shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance.
3.2. Operator General Obligations. In addition to any other obligations set forth in this Agreement, APA shall be responsible for the following:
790628.1
Item 1J - 28
(_I
(a) APA shall monitor the Facilities and operate the Skatepark in accordance with all rules, regulations and ordinances of the City.
(b) APA shall take reasonable measures to create and maintain an orderly and safe environment at the Facilities, and shall provide a structured, supervised program at the Skatepark seven days a week, with the exception of holidays, as further detailed and defined in Exhibit "B", attached hereto and incorporated herein by reference.
(c) APA shall regulate the registration and entry of all persons to the Skatepark excepting those persons acting on AP A's or the City's behalf. ( d) APA shall require and shall monitor, regulate and ensure the use of helmets, skate pads and skate gear in accordance with all City rules and regulations. (e) APA shall provide no less than two (2) trained staff members at the Facilities to monitor and regulate all skate activity at the Skatepark during all operating hours.
(f) APA shall provide all of the special events/services and program activities as described in the attached exhibits.
(g) APA shall provide the City with park usage reports on a quarterly basis. (h) APA shall pay all expenses related to the operation of the Facilities according to the applicable terms of trade.
(i) APA shall engage in such advertising, solicitation and promotional activities as AP A deems necessary or appropriate to advertise the services and programs provided by AP A at the Facilities.
3.3. No Partnership/Joint Venture. APA and the City acknowledge that neither is the other's agent, partner or fiduciary and that this Agreement was drafted at arm's length and shall be performed as a matter of arm's length contract and not as a joint venture, partnership or other arrangement that might give rise to fiduciary or other extra-contractual duties or obligations not stated herein.
4. Fees.
4.1. follows:
Management Fee. The City shall compensate AP A under this Agreement as
4.1.1. Years One and Two. For the first two years of this Agreement, the City shall pay AP A a management fee in the not to exceed amount of One Hundred Sixty Thousand Dollars ($160,000) per year ("Management Fee") in four equal quarterly payments of Forty-Thousand Dollars ($40,000). Payments shall be invoiced on or before the first day of the month for each quarter, and the City shall have thirty (30) days following its receipt of an invoice from APA to pay. Notwithstanding the foregoing, following the first quarter's payment, the City shall not be required to make a payment to APA until the City is in receipt of AP A quarterly financial report, as described herein, for the prior quarter. In addition, during the first two years of this Agreement, AP A shall retain all revenues collected through the operation of the Skatepark, including retail, concession, programming, and entry fees. 790628.1
Item 1J - 29
( ) _,
4.1.2. Years Three through Five. The fee arrangement for years three through five of this Agreement shall be negotiated between the Parties and agreed upon no later than ninety (90) days prior to the end of the preceding year. AP A shall receive a management fee of no less than One Hundred Sixty Thousand dollars ($ I 60,000) per year, provided the revenue sharing remains the same as set forth in Section 4.1.1., above.
4.1.3. First Payment. Upon execution of this Agreement, the City shall pay AP A the first quarter's payment.
4.1.4. Late Payment. In the event the City fails to make a timely payment, interest shall accrue at the rate of I 0% per annum.
4.1.5. In the event that the City desires increased insurance coverage, the Management Fee shall be increased as negotiated; failure to agree on an increase shall relieve APA of any duty to adjust the required insurance.
5. Operations, Utilities, Permits and Taxes.
5.1. Utilities. APA shall pay and be liable for all utility charges related to the operation of the Facilities, including telephone, internet, and electrical charges for the Pro Shop.
The City shall be solely responsible and liable for all other utilities related to the operation of the Skate Park such as the costs for the exterior lighting.
5.2. Taxes.
5.2.1. The City is solely liable for the property taxes and special assessment taxes for the Facilities.
5.2.2. APA shall collect and pay applicable sales taxes on sales of non-exempt items in the Pro-Shop. AP A shall be responsible for applicable personal business property taxes for owned personal property held within the Pro-Shop (including inventory). APA shall pay all employment taxes directly arising out of its operation of the Facilities.
5.3. Operating Plan. Prior to the expiration of thirty (30) days from the Effective Date, AP A shall develop an Operating Plan for the Pro Shop and concession operation of the Facilities ("Operating Plan"). AP A shall submit the Operating Plan to the City for approval, which shall not be unreasonably withheld. Should the City require significant revisions to the Operating Plan, AP A shall have a reasonable time to make such revisions and resubmit the Operating Plan for approval. The Operating Plan shall cover policies for such items as: days and hours of operation, guest services, proshop and concession management (including safety programs, security, maintenance schedule, and emergency procedures), guest management (fees, marketing and advertising), employment (including employee screening procedures and discipline policy), complaint review process, procedures for enforcing participation rules applicable to guests, and other appropriate areas of operational concern. 790628.1
Item 1J - 30
C_J
5.4. Employee Training. AP A shall provide its employees an orientation regarding operation of the Facilities, including a review of all applicable regulations, policies, procedures and safety measures. The City may, in its discretion, provide an orientation on its policies and procedures for APA's employees, or may provide APA information reasonably sufficient to enable APA to conduct an orientation on the City's policies and procedures. All employees providing supervision or training at the Skatepark shall be experienced in providing such services, and shall have appropriate training in first aid, CPR, and other safety skills.
5.5. Photography. With the City's prior consent, which shall not be unreasonably withheld, APA shall have the right to grant authorization to persons or corporations associated with APA to engage in the production of still and motion pictures and related activities for the use of the Skatepark. AP A shall, as a condition of any authorization for filming at the Facilities, require reimbursement to the City for any out-of-pocket costs incurred directly from such filming activity. No person shall be filmed or photographed without his or her prior written consent. In the case of minors, the written consent of a parent or guardian shall be required.
5.6. Additional Security. AP A shall install and operate security cameras, which will enable APA to provide 24-7 monitoring of the Facilities.
5. 7. Permits. AP A shall at all times maintain the proper City and County Health Department permits and inspection rating required for its food and beverage sales. APA shall procure a business license from the City prior to beginning operations at the Facilities, and shall maintain a valid license at all times throughout the duration of this Agreement. The City shall cooperate in expediting any and all permits. The City shall provide all other permits, licenses, and permissions required by law or that AP A deems necessary to perform the Agreement.
5.8. Inventory. AP A shall maintain an inventory at the Pro Shop of necessity and replacement items, including wheels, trucks, skateboard decks and so forth, at the Pro Shop.
AP A shall also maintain a fully-stocked concession operation including fountain drinks, water, and snack foods at the Pro Shop.
6. Reporting, Books and Records.
6.1. AP A to Provide Reporting. Upon written request, with no fewer than 21 days notice and no more than once per year, unless otherwise required by law, APA, at its sole discretion, shall make available for inspection or provide copies of its books and records to the City. Notwithstanding the foregoing, AP A shall maintain the following records and make the records available to the City upon request:
6.1.1. AP A shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement.
6.1.2. APA shall keep detailed injury reports, maintenance reports, liability waivers, and incident reports, both electronically and in hard copy. APA shall complete and submit any required annual reporting and documentation to the State of California to comply with recreational immunity provisions. The City shall provide APA with all information in its 790&28.I
Item 1J - 31
CJ
possession or control that may assist AP A in complying with this requirement. The City shall cooperate fully with APA to provide this information.
6.1.3. APA shall provide quarterly and annual park usage reports to the City as soon as is practicable after the closing of AP A's books for such quarter or year.
6.1.4. AP A shall maintain all records described in this Section 6 for a period according to APA's then existing document retention policy in effect at the time of expiration or termination of this Agreement.
7. Maintenance and Repairs.
7.1. Skatepark. APA shall conduct daily park inspections and report any material maintenance issues to the City for further action. The City shall be responsible for all material repairs and all structural and warranty work. AP A shall be responsible for minor maintenance such as painting, trash and minor graffiti removal.
7 .2. Pro Shop. The City shall be responsible for maintenance of the exterior of the Pro Shop building, including major appliances such as HY AC and electrical related items. AP A will maintain the interior of the Pro Shop building, including all fixtures provided, and will be liable for any repair of such that costs less than five hundred dollars ($500). AP A shall also be responsible for coordinating the service and maintenance of all warranty related repairs to any appliances or parts of the building as well as coordinating and facilitating any required documentation.
7.3. Appearance. APA shall maintain at all times in a clean and orderly condition and appearance, the Pro Shop, and areas adjacent to the Pro Shop. AP A shall be responsible for ensuring all trash is placed in the trash receptacles. The City shall be responsible for collection of trash from the trash receptacles and shall arrange for collection to occur as frequently as is necessary to maintain the Facilities in clean and working order.
7.4. Review. APA's on-site manager shall meet at least quarterly, and more frequently if necessary, with the City to review the condition of the facilities.
8. Hours of Operation; Staffing.
8.1. Unless otherwise agreed to in wntmg by the City, and except for closures, interruptions or delaying resulting from inclement weather, natural disasters, fires, water shortages, riot, war, the negligence or fault of the City, or its employees, agents or contractors, or other events or circumstances beyond APA's control, APA shall keep the Skatepark and Pro Shop open pursuant to the schedule provided in Exhibit "B". APA shall not change the operating schedule without the prior approval of the City, which shall not be unreasonably withheld. APA shall maintain staffing levels within the parameters set forth in Exhibit B. 790628.l
Item 1J - 32
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9. Pricing.
Skatepark pricing levels shall be as set forth in Exhibit "B''. APA shall not change pricing levels without the prior written approval of the City, which shall not be unreasonably withheld. APA shall have the right to set all prices charged to customers of the Pro Shop. AP A shall not increase prices in the Pro Shop without first giving the City ten (I 0) days' written notice of such increases, but such increases shall not require the approval of the City.
I 0. Assignment.
This Operating Agreement is in the nature of a personal services contract not subject to assumption or assignment under 11 U.S.C. Section 365. APA shall not assign or sublease any of its interest under this Agreement without the prior written consent of the City, which consent shall not be unreasonably withheld or delayed.
11. Advertising; Special Events.
I I. I. The City shall include APA in any promotional materials produced by the Parks and Recreation Department.
11.2. APA may install on the Property, subject to any applicable sign ordinance, signs identifying its business. AP A shall have the right to conduct special events, which may incorporate activities that, in AP A's reasonable judgment, relate to the mission and purpose of the Skatepark. During such special events AP A may display signage of their sponsors or the event sponsors.
12. Termination.
12.1. City may terminate this Agreement at any time, with or without cause, upon ninety (90) days written notice to APA. Where termination is due to the fault of APA and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, APA shall immediately cease all services except such as may be specifically approved by the City.
12.2. APA shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the City after such notice.
12.3. APA may terminate this Agreement at any time that it is not in default in its obligations by giving the City thirty (30) days' written notice after the occurrence of any of the following events:
12.3.1. The failure of the City to materially perform any of its obligations under this Agreement, if the City fails to cure its default within said 30-day notice period; or if a cure is not reasonably possible within 30 days and such default has not been caused by the City's gross 790628.1
Item 1J - 33
negligence or intentional misconduct, the failure of the City to initiate necessary action to cure the default and to diligently proceed with such action until the default is cured.
12.3.2. Issuance by a court of competent jurisdiction of an injunction in any way preventing or restraining AP A's use of any substantial portion of the Facilities and the remaining in force of such injunction for a period of 30 consecutive days.
12.3.3. The inability of APA to use any substantial portion of the Facilities for a period of 30 consecutive days, due to the enactment or enforcement of any law or regulation or because of fire, earthquake or similar casualty, or Acts of God or the public enemy.
12.3.4. The material breach of any of the City's representations and warranties set forth in this Agreement.
13. Representations and Warranties. The City hereby warrants and represents (with the understanding that APA is relying on said warranties and representations) that:
13.1. The transactions contemplated by this Agreement and the execution and delivery of all documents required herein and their performance hereunder have been duly authorized.
The execution and delivery of this Agreement and any other document required herein and the consummation of the transactions contemplated hereby and thereby will not result in any violations of or default under any term or provision of any agreement, instrument, mortgage, loan or similar documents to which the City is a party or by which it is bound.
13.2. There is no existing, pending or anticipated condemnation or similar proceeding against or involving the Property.
13.3. The City has not entered into any leases, options, contracts or rights of first refusal, recorded or unrecorded, affecting the Pro Shop building which have not been disclosed to APA.
13.4. The individuals executing this Agreement on behalf of the City are authorized and empowered to enter into this Agreement.
13.5. The City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment.
13.6. No work has been performed or is in progress at or on the Pro Shop and no materials have been furnished to the Property which might give rise to mechanic's, materialman's or other liens against the or any portion thereof.
14. Indemnification.
To the fullest extent permitted by law, APA shall defend (at APA's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers ( collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees 790628.1
Item 1J - 34
( )
~
( . . _J
( collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (AP A's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by APA, its officers, employees, representatives, and agents, that arise out of or relate to APA's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit AP A's indemnification obligation or other liability under this Agreement. APA's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement.
15. Insurance.
APA shall procure and maintain insurance as provided for in Exhibit "C", attached hereto and incorporated herein by reference.
16. Risk Management.
APA shall require all participants to sign a liability waiver releasing AP A and the City of liability. All participants under age 18 must have a parent or guardian, with valid identification, execute the release prior to use of the Skatepark. The City shall have the right to approve the final wording of the release. AP A shall require all participants to use safety gear at all times, as provided above.
17. Surrender of Possession.
Upon the expiration or termination of this Agreement, AP A's right to occupy the Facilities and exercise the privileges and rights herein granted shall cease, and APA shall surrender the same, and leave the building in good condition, normal wear and tear excepted. Unless otherwise provided herein, all trade fixtures, equipment and other personal property installed or placed by AP A in the Pro Shop building shall remain the property of AP A, and AP A shall have the right at any time during the term of this Agreement, and for an additional period of twenty (20) days after its expiration, to remove the same from the Property; provided that APA is not in default of any of its obligations hereunder and that AP A repairs at its sole cost any damage caused by such removal. Any property not removed by AP A within said 20-day period shall become a part of the Property and ownership thereto shall vest in the City. 790628.1
Item 1J - 35
; ' \ J
~.~
0 18. Notice.
All notices required or permitted to be given under this Agreement may be personally delivered or mailed by certified mail, return receipt requested, postage prepaid, to the following addresses:
City:
APA:
City of Palm Springs
David Ready, City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Action Park Alliance
Kirsten Bradford, CEO
15131 Clark Ave.
City of Industry, CA 91745
Any notice given by certified mail shall be deemed to be received on the next business day after the date of mailing. Either party may designate in writing a different address for notice purposes pursuant to this Section.
19. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties.
20. Compliance with Laws.
AP A shall at all times comply with all federal, state and local laws, rules and regulations which are applicable to its operations on the Property, including all laws, rules and regulations adopted after the Effective Date.
21. Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of 790628.1
Item 1J - 36
(
race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry.
22. California Law.
This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and AP A covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
23. Interpretation.
This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
24. Waiver.
No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of AP A. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.
25. Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
26. Arbitration.
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before one arbitrator, who shall be a retired judge. At the option of the first to commence an arbitration, the arbitration shall be administered either by the American Arbitration Association (AAA) pursuant to its Commercial Rules or by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in 790628.1
Item 1J - 37
any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall, in the Award, allocate costs, reasonable attorney's fees, expert-witness fees, other litigation fees and expenses including the costs of arbitration to the prevailing party in accordance with the Attorneys' Fees provision, below.
27. Attorneys' Fees.
In the event of any action, suit, arbitration, or other proceeding of any nature is brought in connection with the payment terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, expert-witness fees, other litigation costs and fees (e.g., deposition costs, trial preparation costs, etc.), and other costs and expenses of suit.
28. Non-Liability of City Officers and Employees.
No officer or employee of City shall be personally liable to AP A, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to AP A or its successor, or for breach of any obligation of the terms of this Agreement.
29. Integrated Agreement.
This Agreement contains all of the agreements of the parties and supersedes all other written agreements.
30. Amendment.
No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties.
31. Successors in Interest.
This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees.
32. Recitals.
The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.
33. Authority.
The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 790628.1
Item 1J - 38
l.
I' ·,
l J
34. Future Acts and Cooperation
The City recognizes and acknowledges that AP A will require the assistance and cooperation of the City in order to properly perform and fulfill APA's covenants and obligations under this Agreement including the execution of certain documents. The City agrees it shall designate a specific officer or agent having appropriate experience and authority whose responsibility it is to work with AP A in assuring that AP A obtains the cooperation and assistance of the City, subject to the terms of this Agreement and all applicable laws.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
Doug! s C. Holland,
City ttomey
790628.1
CITY OF PALM SPRINGS
By-)!5- 2 David H. Ready
City Manager
ATTEST
ames Thompson,
City Clerk
;?~
APPROVED BY CITY COUNCIL
\0 · \C'i· q 2\Vv - !>,,\,\lot\,
ACTION PARK ALLIANCE, INC.
By~
Printed Name: :fl~ v-~J-.e..,. ~
Title: C,£f)
Item 1J - 39
( ) ·--
(,
EXHIBIT A
The Skate Park is approximately 30,000 s.f. and is located in Sunrise Plaza next to the Palm Springs Swim Center.
Item 1J - 40
(_)
EXHIBIT "B"
Hours of Operation; Pricing; Staffing
Action Alliance Skate Park of Palm Springs Hours of Operation Weekdays
Weekends
Holidays
Pricin
Annual Memberships-
12:00 p.m. to 10:00 p.m.
9:00 a.m. to I 0:00 p.m.
9:00 a.m. to 10:00 p.m.
• Resident Memberships
• Non-Resident Memberships
Programming-
• Camps - 5 weeks during the summer.
• Lessons & Clinics - scheduled throughout the year
• Contests - such as Concrete Showdown, Valentines
Game of skate, Nude Bowl contest, etc.
• Special Events - Go Skate Day, Skate or Rock, etc.
No more than 12 per calendar year
Staffin
$15.00
$25.00
TBD
TBD
TBD
TBD
• APA shall provide no less than two (2) trained staff members at the Facilities to monitor and regulate all skate activity at the Skate Park during all operating hours.
At least one (I) management level staff member shall be present during all operating hours.
790630.1
Item 1J - 41
INSURANCE REQUIREMENTS
FOR CITY CONTRACTS
Instructions to ContractorsNendors/Service Providers:
EXHIBIT C
Prior to commencing any work, all contractors, vendors and service providers shall procure and maintain, at their own cost and expense for the duration of their contract with the City, appropriate insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work or services. The types of insurance required and the coverage amounts are specified below:
A. Minimum Scope of Insurance Required
1. General Liability Insurance is required whenever the City is at risk of third-party claims which may arise out of work or presence of a contractor, vendor and service provider on City premises. At a minimum this policy shall:
• be written on a per occurrence basis; and
• include products and completed operations liability, independent contractors liability, broad form contractual liability, and cross liability protection.
2. Automobile Liability Insurance is required only when vehicles are used by a contractor, vendor or service provider in their scope of work or when they are driven off-road on City property. Compliance with California law requiring auto liability insurance is mandatory and cannot be waived. At a minimum this policy shall:
• be written on a per occurrence basis;
• include coverage for Bodily Injury and Property Damage, Owned, Non-owned and Hired Vehicles; and
• include coverage for owned, non-owned, leased and hired vehicles.
If an automobile is not used in connection with the services provided by the contractor, vendor or service provider, a written request to waive this requirement should be made to the City's Risk Manager.
3. Workers' Compensation and Employer's Liability Insurances is required for any contractor, vendor or service provider that has any employees at any time during the period of this contract. Contractors with no employees must complete a Request for Waiver of Workers' Compensation Insurance Requirement form available from the City's Risk Manager. At a minimum, this policy shall:
• provide statutory requirements of the State of California; and Revised 8/24/2007
Item 1J - 42
l. ;
• include $1,000,000 Employer's Liability.
4. Errors and Omissions (If applicable) coverage is required for licensed or other professional contractors doing design, architectural, engineering or other services that warrant such insurance. At a minimum this policy shall:
• cover liability for malpractice or errors and omissions made in the course of rendering professional services.
B. Minimum Limits of Insurance Coverage Required
$1 Million per Occurrence/$2 Million Aggregate
Umbrella excess liability may be used to reach the limits stated above.
Additional insurance requirements may be imposed by the City for services or products that have a higher risk. Refer to the City's Risk Manager for information of the insurance requirements for the following types of services or products:
1. Construction contracts which are awarded or administered through City departments other than the Public Works Department;
2. Medical, excavation, drilling, trenching or shoring services, or services involving explosives or pyrotechnics;
3. Environmental consulting, engineering or related services or operations;
4. Custom manufactured products;
5. Products or services involving firearms, tobacco, alcohol, or controlled substances;
6. Any unusual or high-risk activities, operations or products.
C. General Standards for Insurance Policies:
All insurance policies shall meet the following general standards:
1. Insurance carrier is to be placed with duly licensed or approved non-admitted insurers in the State of California.
2. Insurers must have a Best's rating of B+, Class VII or higher (this rating includes those insurers with a minimum policyholder's surplus of $50 to $100 million). Exceptions to the Best's rating may be considered when an insurance carrier meets all other standards and can satisfy surplus amounts equivalent to a B+, Class VII rating.
3. Certificate must include evidence of the amount of any deductible or self-insured retention under the policy.
D. Verification of Insurance Coverage:
All individuals, contractors, agencies, and organizations conducting business for the City shall provide proof of insurance by submitting one of the following: (1) an approved Revised 8/24/2007 -2-
Item 1J - 43
General and/or Auto Uabilitv Endorsement Form for the City of Palm Springs: or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement (see attached) with the following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees and agents are named as an additional insured" ("as it relates to a specific contract" or "for any and all work performed with the City" may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have" ("as it relates to a specific contract" or "for any and all work performed with the City" may be included in this statement). See Example A below. /ifimil!lrJ•~--•QrtightsQf:,~-Jlilii~~l-t,tJrJlfi,1/.fl. RaJJ,p{ "ts officers, officials and employees for losses paid under the terms of this policy which arise from the work performed by the named insured for the City."
3. "i:f'i11Yr1'JJ.~ff~.'iiff(iH¥iJd lilSMl!Ji$.-PQliiiJ!l" . _... . . . ..... . ·· :wftiJn>~ftjj,~"l,?y ;,:e~m¥J.1Jmf/!fl/l,:ii;i'. . . . . . .. . . .. ~11:.g.f.vft1ii )Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. See Example B below.
The Workers' Compensation and Employers' Liability policies shall contain waiver of subrogation clause in favor of City, its elected officials, officers, employees, agents and volunteers. See Example C below.
In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policy.
All certificates and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter.
Failure to obtain the required documents prior to the commencement of work shall not waive the contractor's obligation to provide them.
E. Acceptable Alternatives to Insurance Industry Certificates of Insurance:
The City will accept either a CG 20 10 10 01 or a CG 20 33 10 01 (or some form specific to a particular insurance company that has similar wording) as long as the form is accompanied by a CG 20 37 10 01. In addition, the City will accept the following:
• A copy of the full insurance policy which contains a thirty (30) days' cancellation notice provision (ten (10) days for non-payment of premium) and additional insured and/or loss-payee status, when appropriate, for the City.
Revised 8/24/2007 - 3 -
Item 1J - 44
• Binders and Cover Notes are also acceptable as interim evidence for up to 90 days from date of approval
F. Endorsement Language for Insurance Certificates
Example A:
Example B:
Example C:
THE INSURANCE SHALL BE PRIMARY WITH RESPECT TO THE
INSURED SHOWN IN THE SCHEDULE ABOVE, OR IF EXCESS,
SHALL STAND IN AN UNBROKEN CHAIN OF COVERAGE EXCESS
OF THE NAMED INSURED'$ SCHEDULED UNDERLYING
PRIMARY COVERAGE. IN EITHER EVENT, ANY OTHER
INSURANCE MAINTAINED BY THE INSURED SCHEDULED
ABOVE SHALL BE IN EXCESS OF THIS INSURANCE AND SHALL
NOT BE CALLED UPON TO CONTRIBUTE WITH IT.
SHOULD ANY OF THE ABOVE-REFERENCED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE
ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS*
WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED
HEREIN BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE
NO OBLIGATION OR LIABILITY OP ANY KIND UPON THE
INSURER, ITS AGE~ITS OR REPRESENTATIVES.
*The broker/agent can include a qualifier stating "10 days notice for nonpayment of premium. "
~ii~ ~~:;Tog: A~~g:~~o~HA:6~~~~~~ :~~!~ 1
ADDITIONAL INSURED (S), BUT ONLY WITH RESPECT TO THE
JOB OR PREMISES DESCRIBED IN THE CERTIFICATE ATTACHED
HERETO.
'---·------------------·------
G. Alternative Programs/Self-Insurance. Under certain circumstances, the City may accept risk financing mechanisms such as Risk Retention Groups, Risk Purchasing Groups, off shore carriers, captive insurance programs and self-insurance programs as verification of insurance coverage. These programs are subject to separate approval once the City has reviewed the relevant audited financial statements and made a determination that the program provides sufficient coverage to meet the City's requirements.
The City has recently joined SPARTA (Service Providers & Artisans Trade Activities Program) to accommodate smaller contractors and service providers who have difficulty in meeting the City's insurance requirements. The SPARTA Program offers a general liability program that provides the $1 million limit and, upon request, will also provide auto insurance with the $1 million limit ( only in conjunction with the purchase of general liability Revised 8/24/2007 - 4 -
Item 1J - 45
(_ \
" -· '
insurance). SPARTA is only available during the time your company is under contract with the City.
Insurance is provided on a per project basis and is overseen by the Municipality Insurance Services, Inc. Essex Insurance Company provides coverage and is an A++ rated company. There is a 24-hour response time and coverage is immediate.
A quote may be obtained by calling 1-800-420-0555 or online at www.2sparta.com .
Type of work covered:
A. Personal services contracts;
B. General contractors and their subcontractors (certain specialty trades excluded); C. Consultants; and
D. Providers of goods.
H. Waiver or Modification of the Insurance Requirements.
Any waiver or modification of the insurance requirements can only be made by the City's Risk Manager or designee at City's discretion. If you do not believe that the insurance requirements apply to you (e.g., you do not have employees and therefore are not subject to the State's workers' compensation insurance requirements; you do not drive an automobile in connection with the services you provide to the City; professional liability or errors and omissions liability insurance is not available for the type of services you are performing, etc.), please submit a written request for waiver or modification of the insurance requirements and the reasons underlying your request to the Risk Manager. All requests for a wavier or modification will be reviewed and a final determination rendered by the Risk Manager.
Revised 8/24/2007 - 5 -
ATTACHMENT B
Item 1J - 46
Item 1J - 47
AMENDMENT NO. 1 TO AGREEMENT NO. 6164
FOR OPERATION OF PALM SPRINGS SKA TE PARK
RETAIL/PRO SHOP AND CONCESSION
This Amendment No. 1 to Agreement No. 6164 (A6461) for the Operation of Palm Springs Skate Park Retail/Pro Shop and Concession, ("Amendment No. 1•), is made and entered into as of this 1st day of July, 2020, by and between the City of Palm Springs, a California charter city and municipal corporation, ("City") and Action Park Alliance, Inc., a California Corporation C-APAn). City and APA are sometimes herein referred to individually as "Party• and collectively as the •Parties".
RECITALS
WHEREAS, the City is the owner of that certain real property located at 405 South Pavilion Way, Palm Springs, CA 92262 on which is located the City's Skate Park; and WHEREAS, Parties entered into an A6164 on August 15, 2018, under which APA agreed to operate and manage the Skate Park in exchange for management fees paid by the City to APA; and
WHEREAS, on March 19, 2020, the City Council ratified the City Manager's declaration of the existence of a local emergency related to the increasing spread of the Novel Coronavirus (COVID-19), and the City Manager's issuance of a "shelter in place" order; and WHEREAS, on March 19, 2020, Governor Newsom issued an Executive Order imposing a "shelter in place· order throughout the entire state of California; and WHEREAS, as a result of the City's and Governor's ·shelter in place" orders, and other precautions undertaken nationally to limit the spread of COVID-19, operations at the Palm Springs Skate Park have significantly declined; and
WHEREAS, Parties did not anticipate during the term of the Agreement that a significant decrease in skating activities would occur due to a global pandemic such as COVID-19; and WHEREAS, the Parties wish to enter into this Amendment No. 1 to provide for reduced services and management fees for the operation and management of the Skate Park.
NOW, THEREFORE, in consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows:
SSS75.18240W33385104.1-l-
Item 1J - 48
AGREEMENT
SECTION
1. The
true
and
correct
recitals
above
are
incorporated
by
this
reference
herein
as
the
basis
for
this
Amendment
No.
1. SECTION
2. Section
4.1.1 Management
Fee
of
the
Agreement
is
hereby
amended
to
read
as
follows:
•Year
1:
(2018-2019)
-
$168,000
per
year
(5%
increase).
Year
2:
(2019-2020)-3%
increase
or
CPI-U,
whichever
is
greater.
Year
3:
(2020-2021)-$80,000.
Year
4:
(2021-2022)-
$98,000.
Year
5:
(2022-2023)
-
$98,000,
plus
CPI-U
from
2021/2022
fiscal
year.
*CPI-U
is
the
Consumer
Price
Index
for
All
Urban
Consumers,
All
Items,
for
the
Riverside-San
Bernardino-Ontario
for
the
Year
ending
in
December.
Payments
shall
be
invoiced
thirty
(30)
days
prior
to
each
quarter,
and
the
City
shall
have
thirty
(30)
days
following
Its
receipt
of
an
invoice
from
APA
to
pay.
Notwithstanding
the
foregoing,
following
the
first
quarter's
payment,
the
City
shall
not
be
required
to
make
a payment
to
APA
until
the
City
is
in
receipt
of
APA's
quarterly
financiaJ
report,
as
described
herein,
for
the
quarter.
SECTION
3. ADD
Section
4.1.4 Changes
In
the
event
any
change
or
changes
in
the
Operations
and
Management
for
the
Skate
Park
is
requested
by
City,
Parties
shall
execute
a
written
amendment
to
this
Agreement,
specifying
all
proposed
amendments,
including,
but
not
limited
to,
any
additional
fees.
An
amendment
may
be
entered
Into:
A.
To
provide
for
revisions
or
modifications
to
documents,
work
product,
or
work,
when
required
by
the
enactment
or
revision
of
any
subsequent
law:
or
B.
To
provide
for
additional
services
not
included
In
this
Agreement
or not
customarily
furnished
in
accordance
with
generally
accepted
practice
in
Contractor's
profession.
SECTION
~.
Exhibit
"B"
to
the
Agreement
{Hours
of
Operation;
Pricing;
Staffing)
is
hereby
amended
to
read
as
set
forth
below:
Hours
of
Operation:
55575.18240W33385104
.1 -2-
Weekdays Weekends Holidays
2:00PM
2:00
PM
2:00
PM
10:00
PM
10 :00
PM
10:00
PM
Item 1J - 49
~:
Weekdays.
Weekends,
and
Holiday
Sessions:
Session Block#1 Sanitizing
Break
Block#2 Sanitizing
Break
Block#3 Sanitizing
Break
Block#4 Shop
and
Park
Sanitizing
Annual
Memberships
:
Start 2:00
PM
3:45PM 4:00PM
5:45PM 6:00PM 7:45PM 8:00PM 9:45PM
End 3:45
PM
4:00
PM
5:45PM 6:00PM 7:45
PM
8:00
PM
9:45PM 10:00
PM
Resident
Membership-
$15
.00
Non-Resident
Membership
-
$25
.00
Palm
Springs
residents
will
continue
to
be
able
to
use
the
park
for
free
during
normal
operations
; events
will
be
fee-for-service
All
other
park
users
will
pay
a $2
per
session
park
usage
fee.
Programming
(as
permitted
by
COVID
regulations/orders)
Camps
- 5
weeks
during
the
summer
Lessons
&
clinics
-
scheduled
throughout
the
year
Contests
-
such
as
Concrete
Showdown,
Valentines
Game
of
skate,
Nude
Bowl
contest,
etc
.
Special
events-Go
Skate
Day,
Skate
or
Rock,
etc.
No
more
than
12 per
calendar
year
Staffing
APA
shall
provide
no
fewer
than
two
(2)
trained
staff
members
at
the
Skate
Park
to
monitor
and
regulate
skate
activity
at
the
Skate
Park
during
all
operating
hours
.
Of
these
two
staff
members,
at
least
one
shall
be
a
management
level
staff
member.
SECTION
5. Full
Force
and
Effect
. All
terms,
conditions,
and
provisions
of
the Operation
Agreement,
unless
specifically
modified
herein,
shall
continue
in
full
force
and
effect.
In
the
event
of
any
conflict
or
inconsistency
between
the
provisions
of
this
Amendment
No
. 1 and
any
provisions
of
the
Operation
Agreement,
the
provisions
of
this
Amendment
No
. 1
shall
in
all
respects
govern
and
control.
From
and
after
the
date
of
this
Amendment
No.
1,
whenever
the
term
• Agreemenr
or
•contract"
appears
in
the
Agreement.
It
shall
mean
the
Agreement
as
amended
by
this
Amendment
No
. 1.
55575
.18240W.3
3385104
.1 -3-
Item 1J - 50
SECTION
6. The
persons
executing
this
Amendment
No.
1 on
behalf
of
the
Parties
hereto
warrant
that
(i)
such
party
is
duly
organized
and
existing,
(ii)
they
are
duly
authorized
to
execute
and
deliver
this
Amendment
No.
1 on
behalf
of
said
party,
(Iii)
by
so
executing
this
Amendment
No.
1,
such
party
is
formally
bound
to
the
provisions
of
this
Amendment
No.
1,
and
(iv)
the
entering
into
this
Amendment
No.
1 does
not
violate
any
provision
of
any
other
agreement
to
which
said
Party
Is
bound
. [SIGNATURES
ON
FOLLOWING
PAGEJ
SSS75
.18240W33385104
.1-4-
Item 1J - 51
IN
WITNESS
WHEREOF,
the
Parties
have
executed
this
Amendment
No.1
on
the
dates
stated
below. Date:
----------
APPROVED
AS
TO
FORM:
9--#7.3~
By
: _________
_
Jaffrey
S.
Ballinger
etb,
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Date
: ----------
11/20/20
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Anthony
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MMC
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Kirsten
Dermer,
CEO/
CFO
Printed
Namemtle
Corporations
require
two
notarized
signatures:
One
signature
mY!1
be
from
Chairman
of
Board,
President,
or
any
Vice
President.
The
second
signature
mY!l
be
from
the
Secretary,
Assistant
Secretary,
Treasurer,
Assistant
Treasurer,
or
Chief
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55575.18240W33385104
.1 -s-
Item 1J - 52
IN
WITNESS
WHEREOF,
the
Parties
have
executed
this
Amendment
No.1
on
the
dates
stated
below.
"CITY" City
of
Palm
Springs
Date:
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Date
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_
_
_
____
_
Date
:
11/20/20
-----------
Kirsten
Dermer,
CEO/
CFO
Printed
Namerrit
le
Corporations
require
two
notarized
signatures
: One
signature
must
be
from
Chairman
of
Board,
President
, or any
Vice
President.
The
second
signature
must
be
from
the
Secretary
, Assistant
Secretary,
Treasurer,
Assistant
Treasurer,
or
Chief
Financial
Officer
.
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Item 1J - 53
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ACKNOWLEDGMENT
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A notary
public
or
other
officer
completing
this
certificate
verifies
only
the
Identity
of
the
Individual
who
signed
the
document
to
which
this
certificate
is attached,
and
not
the
truthfulness.
accuracy,
or
validity
of
that
document.
who
proved
to
me
on
the
basis
of
satisfactory
evidence
to
be
the
person(s)
whose
name(s)
ls/are
subscribed
to
the
within
Instrument
and
acknowledged
to
me
that
he/she/they
executed
the
same
In
his/her/their
authorized
capacity(ies),
and
that
by
his/her/their
slgnature(s)
on
the
Instrument
the
person(s),
or
the
entity
upon
behalf
of
which
the
person(s)
acted,
executed
the
Instrument.
Place
Notary
Seal
and/or
Stamp
Above
I certify
under
PENAL
TY
OF
PERJURY
under
the
laws
of
the
State
of
California
that
the
foregoing
paragraph
Is
true
and
correct.
WITNESS
my
hand
and
official
seal.
taryPublic
OPTIONAL
Completing
this
information
can
deter
alteration
of
the
document
or
fraudulent
reattachment
of
this
form
to
an
unintended
document.
Description
of
Attached
Document
TIUe
or
Type
of
Document
________________________
_
Document
Date:
____________________
Number
of
Pages:
___
_
Signer(s)
Other
Than
Named
Above:
_____________________
_
Capaclty(les)
Claimed
by
Slgner(s)
Signer's
Name:
___________
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Signer's
Name
: ___________
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Corporate
Officer
-
Tltle(s):
______
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Corporate
Officer
-
Tltle(s):
______
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Partner
-
Limited
General
a
Partner
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a
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Individual
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Attorney
in
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Individual
a
Attorney
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Trustee
Guardian
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Conservator
Trustee
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or
Conservator
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Other:
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Signer
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Representing:
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ATTACHMENT C
Item 1J - 54
55575.18185\40179624.1
1 AMENDMENT NO. 2 TO
AGREEMENT
FOR
OPERATION OF PALM SPRINGS SKATE PARK
RETAIL/PRO SHOP AND CONCESSION
This Amendment No. 2 (“Amendment No. 2”) to the Operation Agreement, is made and entered into as of this ______ day of ______________, 2022, by and between the City of Palm Springs, a California C harter City and municipal corporation (“City”) and Action Park Alliance, Inc. a California corporation, (“APA”).
City and APA are sometimes herein referred to individually as “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the City is the owner of that certain real property located at 403 S. Pavilion Way, Palm Springs, CA also known as the Palm Springs Skate Park (Skatepark”); and
WHEREAS, Parties entered into a n Agreement for Operation of Palm Springs Skate Park Retail/Pro Shop and Concession (“Operation Agreement”), on August 15, 2018, whereby the City engaged the services of APA for operation and management of the Palm Springs Skate Park, including a retail/pro- shop and concessions, subject to the terms and conditions; and
WHEREAS, on July 1, 2020, the Parties entered into that certain Amendment No. 1 (“Amendment No. 1”) to the Operation Agreement, in order to provide for reduced services and management fees for the operation of the Skate Park, as a result of the COVID-19 Pandemic; and
WHEREAS, additionally the Parties would like to expand the term, increase the annual Management Fee, and change the hours of operation of the Operation Agreement A6164A, as mentioned herein.
NOW, THEREFORE , i n consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows:
AGREEMENT
SECTION 1. The true and correct recitals above are incorporated by this reference herein as the basis for this Amendment No. 2.
Item 1J - 55
55575.18185\40179624.1
2 SECTION 2. Section 1.1. Term of the Agreement is hereby amended to read as follows:
“The term of this Agreement shall commence on the Effective Date and shall continue to June 30, 2023 (“Term”). At the sole discretion of the City Manager, this Agreement may be extended for an additional, two-year optional terms upon expiration of this Term and is subject to all of the terms and conditions contained herein.”
SECTION 3.
Section 4.1.1. Management Fee is hereby amended to read as follows:
“Year 1: (2018-2019) – $168,000 per year (5% increase).
Year 2: (2019-2020) – 3% increase or CPI-U, whichever is greater.
Year 3: (2020-2021) – $80,000.
Year 4: (2021-2022) – $98,000.
Year 5 (2022-2023) – $150,000
Extension 1 (2023-2024): $150,000 plus CPI-U
Extension 2 (2024-2025): Year 2023-24 rate, plus CPI-U
*CPI-U is the Consumer Price Index for All Urban Consumers, All Items, for the Riverside-San Bernardino-Ontario for the Year ending in December.
Payments shall be invoiced thirty (30) days prior to each quarter, and the City shall have thirty (30) days following its receipt of an invoice from APA to pay. Notwithstanding the foregoing, following the first quarter’s payment, the City shall not be required to make a payment to APA until the City is in receipt of APA’s quarterly financial report, as described herein, for the quarter.”
SECTION 4.
Exhibit B., Hours of Operation is hereby amended to read as follows:
“Weekdays - 2:00 p.m. to 10:00 p.m.
Weekends - 9:00 a.m. to 10:00 p.m.
Holidays - 9:00 a.m. to 10:00 p.m.”
SECTION 5.
Full Force and Effect. All terms, conditions, and provisions of the Operation Agreement and Amendment No. 1, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 2 and any provisions of the Operation Agreement or Amendment No. 1, the provisions of this Amendment No. 2 shall in all respects govern and control. From and after the date of this Amendment No. 2 , whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Operation Agreement and Amendment No. 1 as amended by this Amendment No. 2.
Item 1J - 56
55575.18185\40179624.1
3 SECTION 6. The persons executing this Amendment No. 2 on behalf of the Parties hereto warrant that (i) such party is duly organized and exi sting, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said Party is bound.
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 on the dates stated below.
“CITY”
CITY OF PALM SPRINGS
Date:___________________________
By:_____________________________
Justin Clifton
City Manager
APPROVED AS TO FORM: ATTEST:
By:___________________________ By:____________________________ Jeffrey S. Ballinger Monique Lomeli
City Attorney Interim City Clerk
Date: _________________________ Date: __________________________
“APA”
ACTION PARK ALLIANCE, INC.
Date: __________________________ By:
Signature
Printed Name/Title
Item 1J - 57
ATTACHMENT D
Item 1J - 58
CITY OF PALM SPRINGS PUBLIC INTEGRITY
APPLICANT DISCLOSURE (Palm Springs Municipal code 2.60) Who Must File?
Applicants as defined in Palm Springs Municipal Code 2.60, Appl icants means a person or entity that applies for a City approval determined by a vote of City Officials.
Why Must I File?
The City’s residents have the right to know the identity of int erests that attempt to influence the decisions of City government, as well as the means employed by those interests, to mitigate the unnecessary impact of disclosure upon the confiden tiality of the applicant ownership, and the administrative burden on staff in securing t he disclosure of business principals from applicants.
When Must I File?
You must register before beginning your work in the City. You must keep your registration updated, amending it in writing to reflect new business no more than ten (10) days after a new engagement begins or an old ends.
What if I Do Not File?
In the event that an applicant fails to comply, the application will of the applicant in question shall be deemed incomplete for all purposes, the City shall not process or in any way consider the applicant of the applicant in question.
What if I Have Questions?
If you have any questions about how to complete this form, please contact:
City Attorney, Jeffrey S. Ballinger (email:[email protected])
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
Item 1J - 59
I
PUBLIC INTEGRITY APPLICANT DISCLOSURE
Name (Print last, first, middle initial) E-mail Address Position/Title
Address
Work Phone:
Cell Phone:
Reporting Status
New Disclosure:
Update:
Every applicant that is not an individual natural person, or comprised exclusively of natural persons with no outside investors, must disclose to the City th e identity of each natural person who holds or occupies a significant position with respec t to that applicant entity or any entity that owns an interest or derives profits with respect to the applicant entity, i.e., a sub-entity.
In addition, every applicant must disclose to the City the iden tity of each owner or investor who has both of the following: (i) an ownership interest in the applicant entity with a value of two thousand dollars ($2,000.00) or more, and (ii) a material financial relationship with any official who has the opportunity to vote upon, or advocate for a particular result or outcome with respect to the application in question.
A “significant position” shall be defined as follows:
i. Officers and Directors (in the instance of a corporation); ii. Members and Managers (in the instance of limited liability company); or iii. Trustees and other Fiduciaries (in the instance of a trust or another organization).
A “material financial relationship” shall be defined as a relat ionship between an owner or investor on one hand, and a voting or potentially advocating of ficial on the other hand, whereby the official has an interest in the outcome of the City ’s action upon the application in question arising from or related to any of the following:
1. Any business that the owner o r investor in the applicant and the official do together during the year prior to the filing of the application;
2. Any income that the official has earned from the owner or investor in the applicant entity during the year prior to the filing of application;
3. One or more gifts, that the ow ner or investor in the applicant has given to the official during a year prior to the filing of the application with a total of more than fifty dollars;
4. Any money or value that the official will or might reasonabl y be anticipated to gain or lose, based upon the ownership interest of the owner or investor in the applicant entity, in relation to the outcome of the City’s action upon the application.
Action Park Alliance, Inc. [email protected] Kirsten Dermer, CEO
6824 S. Centinela Avenue, Los Angeles, CA 90230
626-330-5803
X
Item 1J - 60
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 Date
Organization / Type of organization:
(include
the address, city and state where the
the organization is located)
Ownership Interest: Position: No
longer
held:
1 2
3 4
5. 6.
On the basis of information contained in this report, I conclude that the filer is in compliance with Palm Springs Municipal Code Section 2.60, except as noted in the “comments” box below.
Comments:
Signature and Title of Agency’s Final Reviewing Official Action Park Alliance, Inc.
6824 S. Centinela Avenue
Los Angeles, CA 90230
Action Park Alliance, Inc.
6824 S. Centinela Avenue
Los Angeles, CA 90230
Action Park Alliance, Inc.
6824 S. Centinela Avenue
Los Angeles, CA 90230
Action Park Alliance, Inc.
6824 S. Centinela Avenue
Los Angeles, CA 90230
Action Park Alliance, Inc.
6824 S. Centinela Avenue
Los Angeles, CA 90230
Mark Laue - 30% Executive Director
6/22/22
Aaron Spohn - 21% President
Kirsten Dermer - 17.5% CEO
Mark Bradford - 15.75%
Damon Spohn - 15.75%
N/A
N/A
Item 1J - 61
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
a. Officers: John Doe, Jill Doe, and Jay Doe
b. Ownership:
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 a. Managers: Acme Brothers 2, Inc., a California corporation b. Ownership: 100% Acme Brothers 2, Inc., a California corporation
3. Acme Brothers 2, Inc., a California corporation
a. Officers: George Doe, Bill Doe, and Jane Doe
b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company
4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe
b. Ownership:
i. 50% George Doe
ii. 50% Jane Doe
Item 1J - 62
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.
Item 1J - 63
CITY COUNCIL STAFF REPORT
06/30/2022 1. K.
City Clerk -
SUBJECT
FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING BETWEEN CITY
OF PALM SPRINGS AND THE PALM SPRINGS PLAZA THEATRE FOUNDATION RECOMMENDATION:
Approve First Amendment to Memorandum of Understanding between City of Palm Springs and The Palm Springs Plaza Theatre Foundation.
1. Authorize the City Manager to execute said First Amendment, as well as any minor changes to the Amendment acceptable to the City Manager and City Attorney.
2. Attachments
Item 1K
CITY COUNCIL STAFF REPORT
DATE: June 30, 2022 CONSENT CALENDAR
SUBJECT: FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING
BETWEEN CITY OF PALM SPRINGS AND THE PALM SPRINGS PLAZA
THEATRE FOUNDATION
FROM: Justin Clifton, City Manager
BY: Jeffrey S. Ballinger, City Attorney
RECOMMENDATION:
1. Approve First Amendment to Memorandum of Understanding between City of Palm Springs and The Palm Springs Plaza Theatre Foundation.
2. Authorize the City Manager to execute said First Amendment, as well as any minor changes to the Amendment acceptable to the City Manager and City Attorney.
SUMMARY:
After a brief pause caused by the COVID -19 pandemic, fundraising for the City of Palm Springs’ historic Plaza Theatre has begun again. These renewed efforts were highlighted recently by the October 2021 pledge of $5,000,000 by television/theatre producer, director and writer, David Lee.
On January 28, 2022, the City Council approved a Memorandum of Understanding with the Palm Springs Plaza Theatre Foundation, a non- profit organization, formed to raise funds for the restoration of the Plaza Theatre (the “Project”). The focus of that MOU was to provide for the general co- operation of the Parties in fundraising for the restoration of the historic Plaza Theatre (the “Project”). However, that MOU did not specify any processes for the procurement of the design professionals and/or construction companies that will be needed in order to carry out the Project.
The proposed First Amendment to the MOU specifies the relationship between the City and the Foundation, and their roles with respect to the procurement of design professionals and construction contracting services for the Project.
BACKGROUND:
The City of Palm Springs acquired the historic Plaza Theatre, located at 128 S. Palm Canyon Dr. , from the City’s former Redevelopment Agency in 2015. At the time, the Item 1K - 1
City Council Staff Report
June 30, 2022 -- Page 2
First Amendment to MOU with The Palm Springs Plaza Theatre Foundation
California Department of Finance (DoF), which has final authority over the final disposition of former Redevelopment Agency properties, approved the conveyance of the Theatre to the City with the understanding that the Theatre has a historic designation and cannot be demolished. The DoF specifically required that the City secure a new operator with conditions that the property will be maintained as a historic structure and performing arts venue.
In late 2019, a group of local residents, led by then-Councilmember J.R. Roberts, began a fundraising campaign in order to raise funds for the restoration of the historic Plaza Theatre. Following a slowdown in fundraising caused by the COVID -19 pandemic, the fundraising efforts have resumed, including a very generous October 2021 pledge by David Lee in the amount of $5,000,000. In addition, at the January 28, 2022 City Council meeting at which the MOU between the City and the Foundation was approved, Mr.
Roberts announced a pledge of up to $2,000,000 if matched by the City.
The MOU approved by the City Council in January of 202 2 provides for the general relationship between the City and the Foundation with regard to fundraising for the restoration Project. That MOU addresses issues such as start -up legal assistance with the formation of the non- profit, start -up financial assistance from the City, transfer of existing donations (which were previously held by the City), coordination of naming rights, and on-going financial assistance from the City.
However, the MOU did not specifically address the process for procuring the neces sary design professional(s) and construction contractor that will be needed for the restoration Project. Because of the Foundation’s success in raising funds to date, those issues require the parties to spell out how those services will be obtained.
The accompanying First Amendment to the MOU spells out the relationship between the City and Foundation for these procurement needs. Under the First Amendment, t he Foundation will act as the fundraiser and design partner for the restoration Project. The Foundation will provide information on the Project budget, scope of work and minimum vendor requirements for the selection of the design professional, the construction contractor, and as applicable, the owner’s representative.
Under the First Amendment, the City will act as the technical partner. That is, the City will carry out the procurement processes for the design professional and construction contractor and enter into contracts with selected firms. The City will follow the City’s procurement methods, as outlined in the Palm Springs Municipal Code and applicable law.
The First Amendment provides that the City will exercise its best efforts to meet the following timeframes for the selection of the design team.
Item 1K - 2
City Council Staff Report
June 30, 2022 -- Page 3
First Amendment to MOU with The Palm Springs Plaza Theatre Foundation
Activity Due/Time
Request for Proposals Issued June 15, 2022
Pre-Proposal Conference June 21, 2022 @ 10:00 am PST
Requests for Clarifications from Proposers are
due June 23 @ TIME 5:00 pm PST
Responses to Requests for Clarification will be
posted via Addendum June 28, 2022
Proposals are Due July 6, 2022 @ 2:00 pm PST
Interviews (if required) July 13, 2022
Recommendation / Selection (tentative) July 14, 2022
Projected Date for Award of Contract/ PO July 28, 2022
In order to help ensure the parties’ intent to meet such timelines, the City and Foundation (through their representatives) will meet on a regular basis (no less than once per month) regarding the status of the restoration Project. In addition, the First Amendment calls for City Staff to provide monthly written updates to the City Council regarding the status of the restoration Project.
The First Amendment also provides that the Foundation will recommend entities that should be included in the design professional procurement process. Members of th e Foundation Board, along with City Staff, will be on the selection/rating committee that selects the design professional, with the Foundation Board forming at least a majority of that committee. The Foundation and the City will work together through the architecture, design and planning processes with the Foundation providing: design direction; input on materials, furniture, fixtures , and equipment procurement; and direction on additional consultants needed with expertise in theatre design and construction. Both parties will be expected to work within the Project budget. H owever, the Foundation may choo se materials, furniture, fixtures , and equipment that is not the lowest in cost , with the understanding the Foundation will fundraise to cov er any cost overages as a result of choosing higher-end materials, furniture, fixtures, and equipment.
Once the design of the restoration Project is complete, the Foundation is also going to recommend one or more construction contractors that should be included in the construction contract procurement process. If a selection committee is used for the selection of a construction contractor, members of the Foundation Board, along with City Staff, will be on the selection/rating committee that selects the des ign professional, with the Foundation Board forming at least a majority of that committee.
The City will select the design professional(s) and construction contractor, with input from the Foundation. The City will also select and retain an “owner’s representative” to handle Item 1K - 3
City Council Staff Report
June 30, 2022 -- Page 4
First Amendment to MOU with The Palm Springs Plaza Theatre Foundation
technical aspects of the Project. However, the City will still look to the Foundation for the qualitative aspects of the Project design and implementation.
Therefore, City S taff recommends that the City Council review and approve the accompanying First Amendment to the MOU with the Palm Springs Plaza Theatre Foundation.
ENVIRONMENTAL IMPACT:
This First Amendment to the MOU is statutorily and categorically exempt from the requirements of the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq.) (“CEQA”) because it is an administrative matter and it can be seen with certainty that this Amendment is not likely to have any impact on the environment.
ALIGNMENT WITH STRATEGIC PLANNING:
The MOU with the Palms Springs Plaza Theatre Foundation to renovate the Plaza Theatre aligns with City Council priorities of investing in community infrastructure.
FISCAL IMPACT:
This First Amendment is not proposed to result in any significant financial impacts to the City. Instead, it will help carry out the public-private partnership between the City and the Foundation, resulting in the Foundation raising funds for the restoration of a City asset.
REVIEWED BY:
City Attorney: Jeffrey S. Ballinger
Assistant City Manager: Teresa Gallavan
City Manager: Justin Clifton
ATTACHMENTS:
1. First Amendment to Memorandum of Understanding
Item 1K - 4
55575.18100\40151602.1
1 FIRST AMENDMENT
TO
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE PALM SPRINGS PLAZA THEATRE FOUNDATION
AND
THE CITY OF PALM SPRINGS
This First Amendment to Memorandum of Understanding (“First Amendment”), by and between the City of Palm Springs (“City”), and T he Palm Springs Plaza Theatre Foundation (“Foundation”), and together known as the “Parties,” establishes a framework for the procurement of design professional and construction contractor services for the historic Plaza Theatre . This First Amendment shall be effective on the date (“Effective Date”) that it is signed by both Parties, following any legally required approval by the governing bodies of the Parties.
RECITALS
WHEREAS, the City and Foundation have previously entered in to a Memorandum of Understanding (“MOU”), in order to provide for the co-operation of the Parties in fundraising for the restoration of the historic Plaza Theatre (the “Project”); WHEREAS, the Parties desire to enter this First Amendment in order to specify the relationship between the Parties and their respective roles with respect to the procurement of design professional and construction contracting services for the Project.
AGREEMENT
Now, therefore, in consideration of the above, the City and Foundation agree to partner on the Project , as more specifically set forth below .
I. OBLIGATIONS OF THE CITY
a. Procurement Generally. The City will act as the technical partner in this collaboration. The City will carry -out the procurement processes for the design professional and construction contractor and enter into contracts with selected firms. City shall follow the City’s procurement methods, as outlined in the Palm Springs Municipal Code and applicable law. City will exercise its best efforts to meet the agreed -upon timeframes set forth in Exhibit “A”, attached hereto and incorporated by reference herein. In order to hel p ensure the Parties’ intent to meet such timelines, the Parties (through their representatives) will meet on a regular basis (but no less than once per month) regarding the status of the Project. In addition, the City staff will provide monthly written updates to the City Council regarding the status of the Project. b. De
sign professional . The City will select one or more design professionals for the design of the P roject, with input and participation by the Foundation as set forth below.
Item 1K - 5
55575.18100\40151602.1
2 c. Construction contractor . The City will select one or more construction contractors for the construction of the Pr oject, with input and participation by the Foundation as set forth below. It is anticipated that the City’s Community Workforce Agreement (CWA) will apply to the P roject, and that the selected contractor will abide by the terms of the CWA.
d. Owner’s Representative . City may also procure the services of one or more owner’s representatives, to assist with technical aspects of the P roject management. City and its Owners Representative will handle technical details of Project management , including, but not limited to: procurement; contract review, negotiations, and management; responding to requests for info rmation; support budget development and management; change order prevention, management and analysis; claims analysis and management; constructability review; permitting; schedule development and manage ment; construction management; P roject completion and closeout.
e. Consideration of Foundation’s expertise
. All of the foregoing shall be performed
by the City with frequent collaboration with the Foundation and with significant consideration to the Foundation’s background, knowledge and expertise in the area of historic theatre restoration projects.
II. OBLIGATIONS OF THE FOUNDATION
a. Procurement Generally
. The Foundation will act as the fundraiser and design
partner in this collaboration. The Foundation will provide information on the Project budget, scope of work and minimum vendor requirements for the selection of the design professional, the construction contractor, and as applicable, the owner’s representative .
b. Design professional
. Foundation will recommend entities that should be included in the design professional procurement process. Members of the Foundation Board, along with City staff, will be on the selection/rating committee that selects the design professional , with the Foundation Board forming at least a majority of that committee . Foundation and City will work together through the architecture, design and planning processes with Foundation providing: design direction; input on materials, furniture, fixtures and equipment procurement; and, direction on additional consultants needed with expertise in theatre design and construction. Both parties will be expected to work withi n the P roject budget; provided, however, the Foundation may chose materials, furniture, fixtures and equipment that is not the lowest in cost with the understanding t he Foundation will fundraise to cover any cost overages as a result of choosing higher -end materials, furniture, fixtures and equipment.
c. Construction contractor
. Foundation will recommend one or more contractors
that should be included in the construction contract procurement process. If a selection committee is used for the selecti on of a construction contractor , members of the Foundation Board, along with City staff , will be on the selection/rating committee that selects the design professional, with the Foundation Board forming at least a majority of that committee .
d. Project funding
. The Parties recognize that the Foundation is intended to serve as the primary fundraising entity for the P roject. The City may, in the exercise of the City Item 1K - 6
55575.18100\40151602.1
3 Council’s discretion, provide supplemental funding to the Foundation. Given this relationship between the Parties and with regard to the P roject, the Parties recognize that adequate funding must exist in order for the Parties to proceed to each phase of the P roject, it being the intent of the Parties that the Foundation’s fundraising efforts shall be the primary source of funding for the Project, including any potential cost over -runs.
III. MISCELLANEOUS
a. Defined Terms. Except as specifically defined in this First Amendment, all defined terms used in the MOU shall have the same meaning when used in this First Amendment. b. All other provisions of MOU remain. Except as specifically amended by this First Amendment, all other provisions of the MOU remain in effect.
IN WITNESS, WHEREOF , the Parties enter into this First Amendment as of the Effective Date.
THE PALM SPRINGS PLAZA
THEATRE FOUNDATION
CITY OF PALM SPRINGS
By: ___________________________
J.R. Roberts, President
Date: ___________________
By: ___________________________
Justin Clifton, City Manager
Date: ___________________
By: ___________________________
Name: ________________________
Secretary
Date: ___________________
ATTEST:
By: ___________________________
Monique Lomeli , Interim City Clerk
APPROVED AS TO FORM:
By: ___________________________
Jeffrey S. Ballinger
City Attorney
Item 1K - 7
55575.18100\40151602.1
4 EXHIBIT “A”
PROCUREMENT TIMELINE
Activity Due/Time
Request for Proposals Issued June 15, 2022
Pre-Proposal Conference June 21, 2022 @ 10:00 am PST
Requests for Clarifications from Proposers are
due June 23 @ TIME 5:00 pm PST
Responses to Requests for Clarification will be
posted via Addendum June 28, 2022
Proposals are Due July 6, 2022 @ 2:00 pm PST
Interviews (if required) July 13, 2022
Recommendation / Selection (tentative) July 14, 2022
Projected Date for Award of Contract/ PO July 28, 2022
Item 1K - 8
CITY COUNCIL STAFF REPORT
06/30/2022 1. L.
City Clerk -
SUBJECT
APPROVAL OF AMENDMENT NO. 5 TO THE AIRPORT CAR RENTAL
CONCESSIONAIRE AGREEMENTS AND APPROVAL OF AMENDMENT NO. 6
FOR AVIS-BUDGET AT PALM SPRINGS INTERNATIONAL AIRPORT
RECOMMENDATION:
Approve Amendment No. 5 and Avis-Budget Amendment No. 6 to all Airport rental car concession agreements doing business as eight car rental agencies at PSP which include:
Avis/Budget Car Rental, LLC (Amendment No. 6)
The Hertz Corporation (Amendment No. 5)
Enterprise Rent-A-Car, LLC dba Alamo Rent a Car / National Car Rental (Amendment No. 5)
Enterprise Rent-A-Car Company of Los Angeles (Amendment No. 5) DTG Operations, Inc. dba Dollar Rent a Car /Thrifty Car Rental (Amendment No. 5)
1. Authorize the City Manager or his designee to execute all necessary documents.2.
Attachments
Item 1L
CITY COUNCIL STAFF REPORT
DATE: JUNE 30,2022 CONSENT CALENDAR
SUBJECT: APPROVAL OF AMENDMENT NO. 5 TO THE AIRPORT CAR RENTAL
CONCESSIONAIRE AGREEMENTS AND APPROVAL OF AMENDMENT
NO. 6 FOR AVIS- BUDGET AT PALM SPRINGS INTERNATIONAL
AIRPORT
FROM: Justin Clifton, City Manager
BY: Department of Aviation
SUMMARY:
This item will approve Amendment No. 5 to the existing car rental concession agreements at the Palm Springs International Airport (Airport), and Amendment No. 6 for Avis-Budget.
The Agreement amendments will extend the term by 12 months from July 1, 2022 through June 30, 2023 , with two one -year extension options, reinstate Consumer Price Index (CPI) increases and amend leased space square footage for certain car rental companies.
RECOMMENDATION:
1) Approve Amendment No. 5 and Avis-Budget Amendment No. 6 (Attachment A) to all Airport rental car concession agreements doing business as eight car rental agencies at PSP which include:
• Avis/Budget Car Rental, LLC (Amendment No. 6)
• The Hertz Corporation (Amendment No. 5)
• Enterprise Rent-A-Car, LLC dba Alamo Rent a Car / National Car Rental (Amendment No. 5)
• Enterprise Rent-A-Car Company of Los Angeles (Amendment No. 5) • DTG Operations, Inc. dba Dollar Rent a Car /Thrifty Car Rental (Amendment No. 5)
2) Authorize the City Manager or his designee to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
A copy of the Public Integrity Disclosure Form for each of the rental car companies is included as Attachment B.
Item 1L - 1
City Council Staff Report
June 30, 2022 – Page 2
Amendments to Airport Car Rental Concessions Agreements
BACKGROUND:
The original lease agreement was approved after a Public Bid in 2011 with an original term that expired June 30, 2014.
At City S taff’s request, the City Council approved four subsequent term extensions, as follows:
• Amendment No. 1 extended the term through June 30, 2017 • Amendment No. 2 extended the term through June 30, 2020 • Amendment No. 3 extended the term through June 30, 2021 • Amendment No. 4 extended the term through June 30, 2022
Historically, the car rental concession program at the Airport has been the largest of all Airport revenue sources. Due to record passenger traffic in 2019 , the number of rental transactions generat ed record amounts of revenues for the car rental companies .
However, COVID- 19’s impact to the travel and tourism industry resulted in an unprecedented drop in airline passenger traffic at the Airport in 2020 which significantly impacted the car rental concessions through mid-2021, as evidenced in the drop of car rental transactions and gross receipts. It was during that period that the Minimum Annual Guarantee (MAG) was waived. While traffic and gross revenues have increased in 2021, they remain below 2019 levels.
Calendar
Year
Total Passengers Transactions Gross Receipts
2019 2,593,955 259,028 $74,399,672
2020 1,252,094 138,373 $44,692,255
2021 2,092,943 174,960 $70,657,398
The primary customers for airport car rental companies are deplaning passengers, who are approximately 50% of an airport’s total passengers.
STAFF ANALYSIS:
Airport Staff and car rental companies agree to extend the length of the term by 12 months, from July 1, 202 2 through June 30, 2023, with two one-year extension options.
Airport Staff agrees to continue to abate the Minimum Annual Guarantee (MAG) through June 30, 2023, and any further MAG waiving will be evaluated upon the exercise of each of the extension options. T he rental car companies will pay the 10% of actual gross revenues which Airport Staff estimates would exceed the MAG over the entire Fiscal Year 2022-23.
Term Extension (12 Months with two one-year extension options) Airport Staff does not believe that pursuing a Request for Bid solicitation at this time would result in favorable bids and recommends extending the term for an additional 12 months, with two one-year extension options at the City’s sole discretion.
Item 1L - 2
City Council Staff Report
June 30, 2022 – Page 3
Amendments to Airport Car Rental Concessions Agreements
The next 12 months should place the Airport in a better position to evaluate a potential longer-term agreement or releasing a new competitive bid. It should also result in a healthier car rental industry that would be better positioned to respond to a bid if one is released by the City. Additionally, it would allow City Staff to proceed with the conceptual planning for the consolidated car rental facility, which is still a few years away from completion. The timeline for the completion of the consolidated car rental facility will likely play a significant factor as to whether the City should continue to extend the current agreement or pursue a competitive bid.
CPI Increase
According to the Rental Car Agreement s, Section 5.3 D, facility rental rates are subject to a Consumer Price Index ( CPI) adjustment each year on the anniversary date of the agreement.
In 2017, lease rates were amended and presented to City Council at the June 21, 2017, meeting:
Effective Dates Terminal
Rent
Service
Facility
Ready Spaces
(annually)
Overflow
Spaces (day)
July 1, 2017 $46.70 / SF $0.87 / SF $1,400 / space $1.50 / space August 1, 2017 $56.18 / SF $1.05 / SF $1,684 / space $1.80 / space January 1, 2018 $83.92 / SF $1.56 / SF $2,516 / space $2.70 / space July 1, 2018 $65.55 / SF $1.22 / SF $1,965.24 / space $2.11 / space
This 40.4% increase to the fixed spaces rents, ready spaces and overflow spaces rates was established to partially offset the cost of additional Airport security which was included in that fiscal year ’s budget. CPI increases were waived the following years through June 2022.
Airport Staff considers it an appropriate time to resume billing the yearly CPI on all fees above as of July 1, 2022. The CPI for All Urban Consumers (CPI -U) for Riverside -San Bernardino-Ontario based on the months of March 2021 and March 2022 reflects an increase of 10.04 percent which results in the following new rates:
Effective Date Terminal
Rent
Service
Facility
Ready Spaces
(annually)
Overflow
Spaces (day)
July 1, 2022 $72.25 / SF $1.34 / SF $2,162.55 / space $2.32 / space
Terminal Lease Spaces
In Fiscal Year 2019-20, the Airport expanded the rental car ticket counters under the Terminal Modification Project (Project No. 4). As a result, Avis -Budget and Hertz were granted additional space as detailed below. The additional space will be included in Amendment No. 5 for all concessionaires and Amendment No. 6 in Avis-Budget:
Item 1L - 3
City Council Staff Report
June 30, 2022 – Page 4
Amendments to Airport Car Rental Concessions Agreements
• Avis/Budget Car Rental, LLC (Agreement A6110) – Amendment No. 6 will include a terminal space adjustment from 547 square feet to 900 square feet. This includes a 130 square-foot supplemental counter space added under Amendment No. 2 which was invoiced seasonally and will now be billed on a year-round basis.
• The Hertz Corporation ( Agreement A6111) – Amendment No. 5 will include a terminal space adjustment from 547 square feet to 636 square feet.
• Enterprise Rent -A-Car Company of Los Angeles ( Agreement A6113) – Amendment No. 5 will include a mobile check-in position, increasing their terminal space from 349.5 square feet to 412 square feet. This addition is independent of the ticket counter expansion.
• Enterprise Rent-A-Car Company of Los Angeles dba Alamo Rent a Car / National Car Rental (Agreement A6112) – Amendment No. 5 will continue to reflect a leased terminal space of 393 square feet.
• DTG Operations , Inc. dba Dollar Rent a Car / Thrifty Car Rental ( Agreement A6114) – Amendment No. 5 will continue to reflect a leased terminal space of 547 square feet.
These modifications will be reflected in the respective car rental company amendments effective July 1st, 2022.
ALIGNMENT WITH STRATEGIC PLANNING:
N/A.
FISCAL IMPACT:
This action should result in Airport Revenue s of approximately $8,899,000 from 10% of car rental gross revenue and $1, 472,690 for leased space and other fees, for a total of $10,371,690 in Fiscal Year 2022-23.
REVIEWED BY:
Department Director: Harry Barrett, Jr.
City Attorney: Mark Velasquez
City Manager: Justin Clifton
ATTACHMENTS:
A. Car Rental Lease Amendments No. 5 (Avis-Budget No. 6) B. Public Integrity Disclosure Forms
Item 1L - 4
ATTACHMENT A
CAR RENTAL LEASE AMENDMENTS NO. 5
(AVIS-BUDGET NO. 6)
Item 1L - 5
AMENDMENT NO. 6 TO OPERATING AND LEASE AGREEMENT A6110
AVIS BUDGET CAR RENTAL, LLC
FOR OPERATION OF A CAR RENTAL CONCESSION
AT PALM SPRINGS INTERNATIONAL AIRPORT
This AMENDMENT No. 6 to that certain NON -EXCLUSIVE OPERATING AND LEASE AGREEMENT No. A6110, (“Agreement”), is made and entered into this 1st day of July, 2022, by and between the CITY OF PALM SPRINGS , a California charter city and municipal corporation, (“City”), and AVIS BUDGET CAR RENTAL, LLC, a Delaware limited liability company, doing business as AVIS RENT A CAR SYSTEM, LLC and BUDGET RENT A CAR SYSTEM, INC. (“Tenant”), having its usual place of business at the Palm Springs International Airport, 3400 E. Tahquitz Canyon Way, Palm Springs, California 92262, and a permanent mailing address at 6 Sylvan Way, Parsippany, New Jersey, 07054. City and Tenant may hereinafter be referred to individually as a “Party” and collectively as “Parties”.
RECITALS
WHER
EAS, effective July 1, 2011, City and Tenant entered into the Agreement for Te nant’s lease and operation at Palm Springs International Airport (“Airport”) , a s more specifically described in the Agreement; and
WHEREAS, effective July 1, 2014, City and Tenant entered into that certain Amendment No. 1 to extend the term from July 1, 2014, through June 30, 2017; and WHEREAS, effective January 1, 2016, City and Tenant entered into that certain Amendment No. 2 to lease 130 square feet of customer counter space on a seasonal basis through April 30, 2016, and from January 1, 2017, through April 30, 2017; and WHEREAS, effective Ju ne 21, 2017, City and Ten ant entered into that certain Amendment No. 3 to extend the term from July 1, 2017, through June 30, 2020; and WHEREAS, effective July 1, 2020, City and Tenant entered into that certain Amendment No. 4 to extend the term from July 1, 2020, through June 30, 2021; and WHEREAS, effective July 1, 2021, City and Tenant entered into that certain Amendment No. 5 to extend the term from July 1, 2021, through June 30, 2022; and WHEREAS, the Parties wish to amend the Agreement to extend the term by one year through June 30, 2023 , subject to two additional one- year optional extensions to be exercised at the City’s sole discretion, and to increase certain fixed rent charges as specified in the Agreement, as more specifically described herein this Amendment No.
6. Item 1L - 6
AGREEMENT
NOW T
HEREFORE, in consideration of the City’s covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant mutually agree as follows:
Term: Extend t he term for one additional year, commencing on July 1, 2022, through June 30, 2023, with two additional one-year optional extensions.
Premises: Each rental car agency shall retain its existing rental location for customer ticketing and transactions, along with vehicle maintenance buildings and adjacent vehicle storage. Rea dy and return car spaces will be subject to existing terms and conditions of the Lease Agreement.
Premises Square Footage:
Commencing for the term of this Amendment No. 6 to the Agreement, the Terminal Area demised premises square footage is modified as follows:
Terminal Area Square Footage
Currently Billed
Square Footage to be
Billed as of 7-1-2022
Office 9 x 17.5 = 157.5 9 x 17.5 = 157(.5)
Counter 7 x 20.5 = 143.5 7 x 37 = 259
Supplemental counter 10 x 13 = 130 * 10 x 13 = 130 Queue 12 x 20.5 = 246 12 x 37 = 444
Total 547 + 130* 990
*Suppl emental counter space: 130 sq. ft. billed currently billed seasonally will be included as of July 1, 2022, to the year-round square footage billing.
Ser
vices Facilities: 72,921 square feet.
Ready Return Spaces: To be assigned on September 1, 2022.
Lease
Rates:
Pursuant to Section 5.03 (D) of the Agreement, facility rental rates are subject to a Consumer Price Index (CPI) adjustment each year on the anniversary date of the agreement. Effective July 1, 2022 , the annual space rent shall be adjusted as indicated in the following table:
Current Rates Rates as of 7-1-22
Terminal Area $65.66 per sq. ft. $72.25 per sq. ft.
Service Facilities $1.22 per sq. ft. $1.34 per sq. ft.
Ready Return spaces $1,965.24 per space
annually
$2,162.55 per space
annually
Overflow Parking
Spaces
$2.11 per space per
day
$2.32 per space per
day
Item 1L - 7
Additi
onal Rates:
Pursuant to Article 2 – Section 2.03 and Article 5 – Section 5.01 A and B of the Agreement, Concessionaire will remit to City 10% of gross sales.
MAG is waiv
ed through June 30, 2023.
Covenant Against Discrimination:
In connection with its performance under this Agreement, Tenant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry , national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each an “Impermissible Basis for Discrimination”). Tenant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any Impermissible Basis for Discrimination. Such actions shall include, but not be 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.
Full Force and Effect:
Except as expressly modified herein all other provisions of the Agreement, as previously amended, shall remain unmodified and in full force and effect.
Corporate Authority:
The pers
ons executing this A mendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are dully authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of the Amendment , and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.
(SIGNATURE PAGE FOLLOWS)
Item 1L - 8
SIGNATURE PAGE TO AMENDMENT No. 6 TO AGREEMENT A6110 BY AND
BETWEEN THE CITY OF PALM SPRINGS AND AVIS BUDGET CAR RENTAL, LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
TENANT:
By:____________________________ By: ____________________________ Signature Signature
Name: Name:
Title: Title:
Date: Date:
Corporations require two signatures. One signature must be from Chairman of Board, President, or a ny Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CIT
Y OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By:____________________________ Jeffrey S. Ballinger, Monique Lomeli,
City Attorney Interim City Clerk
APPR OVED
:
By: ___________________________
Justin Clifton,
City Manager
Date:
Item 1L - 9
AMENDMENT NO. 5 TO OPERATING AND LEASE AGREEMENT A6111
THE HERTZ CORPORATION
FOR OPERATION OF A CAR RENTAL CONCESSION
AT PALM SPRINGS INTERNATIONAL AIRPORT
This AMENDMENT No. 5 to that certain NON -EXCLUSIVE OPERATING AND LEASE AGREEMENT No. A6111, (“Agreement”), is made and entered into this 1st day of July, 2022, by and between the CITY OF PALM SPRINGS , a California charter city and municipal corporation, (“City”), and THE HERTZ CORPORATION, a Delaware corporation, (“ Tenant”), having its usual place of business at the Palm Springs International Airport, 3400 E. Tahquitz Canyon Way, Palm Springs, California 92262, and a permanent mailing address at 8501 Williams Road, Estero, Florida, 33928. City and Tenant may hereinafter be referred to individually as a “Party” and collectively as “Parties”.
RECITALS
WHER
EAS, effective July 1, 2011, City and Tenant entered into the Agreement for Te nant’s lease and operation at Palm Springs Interna tional Airport (“Airport”), a s more specifically described in the Agreement; and
WHEREAS, effective July 1, 2014, City and Tenant entered into that certain Amendment No. 1 to extend the term from July 1, 2014, through June 30, 2017; and WHEREAS, effective June 21, 2017 , City and Tenant entered into that certain Amendment No. 2 to extend the term from July 1, 2017, through June 30, 2020; and WHEREAS, effective July 1, 2020, City and Tenant entered into that certain Amendment No. 3 to extend the term from July 1, 2020, through June 30, 2021; and WHEREAS, effective July 1, 2021, City and Tenant entered into that certain Amendment No. 4 to extend the term from July 1, 2021, through June 30, 2022; and WHEREAS, the Parties wish to amend the Agreement to extend the term by one year through June 30, 2023, subject to two additional one- year optional extensions to be exercised at the City’s sole discretion, and to increase certain fixed rent charges as specified in the Agreement, as more specifically described herein this Amendment No.
5. Item 1L - 10
AGREEMENT
NOW THE
REFORE, in consideration of the City’s covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant mutually agree as follows:
Term: Extend the term for one additional year, commencing on July 1, 2022, through June 30, 2023, with two additional one-year optional extensions.
Premises: Each rental car agency shall retain its existing rental location for customer ticketing and transactions, along with vehicle maintenance buildings and adjacent vehicle storage. Rea dy and return car spaces will be subject to existing terms and conditions of the Lease Agreement.
Premises Square Footage:
Commencing for the term of this Amendment No. 5 to the Agreement, the Terminal Area demised premises square footage is modified as follows:
Terminal Area Square Footage
Currently Billed
Square Footage to be
Billed as of 7-1-2022
Office 9 x 17 = 157.5 10 x 17.5 = 175
Counter 7 x 20.5 = 143.5 7 x 24 = 168
Queue 12 x 20.5 = 246 12 x 24 = 288
Total 547 631
Servi
ces Facilities Square Footage: 73,231
Ready Return Spaces: To be assigned on September 1, 2022 Lease R
ates:
Pursuant to Section 5.03 (D) of the Agreement, facility rental rates are subject to a Consumer Price Index (CPI) adjustment each year on the anniversary date of the agreement Effective July 1, 2022 , the annual space rent shall be adjusted as indicated in the following table:
Current Rates Rates as of 7-1-22
Terminal Area $65.66 per sq. ft. $72.25 per sq. ft.
Service Facilities $1.22 per sq. ft. $1.34 per sq. ft.
Ready Return spaces $1,965.24 per space
annually
$2,162.55 per space
annually
Overflow Parking
Spaces
$2.11 per space per
day
$2.32 per space per
day
Item 1L - 11
Additional Rates:
Pursuant to Article 2 – Section 2.03 and Article 5 – Section 5.01 A and B of the Agreement, Concessionaire will remit to City 10% of gross sales.
MAG is waiv
ed through June 30, 2023.
Covenant Against Discrimination:
In connection with its performance under this Agreement, Tenant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each an “Impermissible Basis for Discrimination”). Tenant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any Impermissible Basis for Discrimination. Such actions shall include, but not be 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.
Full Force and Effect:
Except as expressly modified herein all other provisions of the Agreement, as previously amended, shall remain unmodified and in full force and effect.
Corporate Authority:
The pers
ons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are dully authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of the Amendment , and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.
(SIGNATURE PAGE FOLLOWS)
Item 1L - 12
SIGNATURE PAGE TO AMENDMENT No. 5 TO AGREEMENT A6111 BY AND
BETWEEN THE CITY OF PALM SPRINGS AND THE HERTZ CORPORATION IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
TENANT:
By:____________________________ By: ____________________________ Signature Signature
Name: Name:
Title: Title:
Date: Date:
Corporations require two signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CIT
Y OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By:____________________________ Jeffrey S. Ballinger, Monique Lomeli,
City Attorney Interim City Clerk
APPROVED:
By: ___________________________
Justin Clifton,
City Manager
Date:
Item 1L - 13
AMENDMENT NO. 5 TO OPERATING AND LEASE AGREEMENT A6112
ENTERPRISE RENT-A-CAR COMPANY OF LOS ANGELES, LLC
DBA ALAMO RENT A CAR AND NATIONAL CAR RENTAL
FOR OPERATION OF A CAR RENTAL CONCESSION
AT PALM SPRINGS INTERNATIONAL AIRPORT
This AMENDMENT No. 5 to that certain NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT No. A6112, (“Agreement”), is made and entered into this 1st day of July, 2022, by and between the CITY OF PALM SPRINGS , a California charter city and municipal corporation, (“City”), and ENTERPRISE RENT -A-CAR COMPANY OF LOS ANGELES, LLC, a Delaware limited liability company, doing business as ALAMO RENT A CAR AND NATIONAL CAR RENTAL (“Tenant”), having its usual place of business at the Palm Springs International Airport, 3400 E. Tahquitz Canyon Way, Palm Springs, California 92262, and a permanent mailing address at 333 City Blvd West, Suite 1000, Orange, California, 92868. City and Tenant may hereinafter be referred to individually as a “Party” and collectively as “Parties”.
RECITALS
WHER
EAS, effective July 1, 2011, City and Tenant entered into the Agreement for Te nant’s lease and operation at Palm Springs International Airport (“Airport”) , a s more specifically described in the Agreement; and
WHEREAS, effective July 1, 2014, City and Tenant entered into that certain Amendment No. 1 to extend the term from July 1, 2014, through June 30, 2017; and WHEREAS, effective June 21, 2017 , City and Tenant entered into that certain Amendment No. 2 to extend the term from July 1, 2018, through June 30, 2020; and WHEREAS, effective July 1, 2020, City and Tenant entered into that certain Amendment No. 3 to extend the term from July 1, 2020, through June 30, 2021; and WHEREAS, effective July 1, 2021, City and Tenant entered into that certain Amendment No. 4 to extend the term from July 1, 2021, through June 30, 2022; and WHEREAS, the Parties wish to amend the Agreement to extend the term by one year through June 30, 2023, subject to two additional one- year optional extensions to be exercised at the City’s sole discretion, and to increase certain fixed rent charges as specified in the Agreement, as more specifically described herein this Amendment No.
5. Item 1L - 14
AGREEMENT
NOW T
HEREFORE, in consideration of the City’s covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant mutually agree as follows:
Term: Extend the term for one additional year, commencing on July 1, 2022, through June 30, 2023, with two additional one-year optional extensions.
Premises: Each rental car agency shall retain its existing rental location for customer ticketing and transactions, along with vehicle maintenance buildings and adjacent vehicle storage. Rea dy and return car spaces will be subject to existing terms and conditions of the Lease Agreement.
Premises Square Footage:
Commencing for the term of this Amendment No. 5 to the Agreement, the Terminal Area demised premises square footage remains unchanged:
Terminal Area Square Footage to be
Billed as of 7-1-2022
Office 9 x 12 = 108
Counter 7 x 15 = 105
Queue 12 x 15 = 180
Total 393
Ser
vices Facilities: 72,326 square feet.
Ready Return Spaces: To be assigned on September 1, 2022 Lease
Rates:
Pursuant to Section 5.03 (D) of the Agreement, facility rental rates are subject to a Consumer Price Index (CPI) adjustment each year on the anniversary date of the agreement Effective July 1, 2022 , the annual space rent shall be adjusted as indicated in the following table:
Current Rates Rates as of 7-1-22
Terminal Area $65.66 per sq. ft. $72.25 per sq. ft.
Service Facilities $1.22 per sq. ft. $1.34 per sq. ft.
Ready Return spaces $1,965.24 per space
annually
$2,162.55 per space
annually
Overflow Parking
Spaces
$2.11 per space per
day
$2.32 per space per
day
Item 1L - 15
Additional Rates:
Pursuant to Article 2 – Section 2.03 and Article 5 – Section 5.01 A and B of the Agreement, Concessionaire will remit to City 10% of gross sales.
MAG is waived through June 30, 2023
Covenant Against Discrimination:
In connection with its performance under this Agreement, Tenant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each an “Impermissible Basis for Discrimination”). Tenant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any Impermissible Basis for Discrimination. Such actions shall include, but not be 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.
Full Force and Effect:
Except as expressly modified herein all other provisions of the Agreement, as previously amended, shall remain unmodified and in full force and effect.
Corporate Authority:
The per
sons executing this A mendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are dully authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of the Amendment , and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.
(SIGNATURE PAGE FOLLOWS)
Item 1L - 16
SIGNATURE PAGE TO AMENDMENT No. 5 TO AGREEMENT A6112
BY AND BETWEEN THE CITY OF PALM SPRINGS AND
ENTERPRISE RENT-A-CAR COMPANY OF LOS ANGELES, LLC
DBA ALAMO RENT A CAR AND NATIONAL CAR RENTAL
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
TENANT:
By:____________________________ By: ____________________________ Signature Signature
Name: Name:
Title: Title:
Date: Date:
Corporations require two signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CITY O
F PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: Item No.
APPROVED AS TO FORM: ATTEST:
By: _________________________ By:___________________________ Jeffrey S. Ballinger, Monique Lomeli,
City Attorney Interim City Clerk
APPROVED:
By:
Justin Clifton,
City Manager
Date:
Item 1L - 17
AMENDMENT NO. 5 TO OPERATING AND LEASE AGREEMENT A6113
ENTERPRISE RENT-A-CAR COMPANY OF LOS ANGELES, LLC
DBA ENTERPRISE RENT A CAR
FOR OPERATION OF A CAR RENTAL CONCESSION
AT PALM SPRINGS INTERNATIONAL AIRPORT
This AMENDMENT No. 5 to that certain NON -EXCLUSIVE OPERATING AND LEASE AGREEMENT No. A6113, (“Agreement”), is made and entered into this 1st day of July, 2022, by and between the CITY OF PALM SPRINGS , a California charter city and municipal corporation, (“City”), and ENTERPRISE RENT -A-CAR COMPANY OF LOS ANGELES, a Delaware limited liability company, dba ENTERPRISE RENT A CAR, (“Tenant”), having its usual place of business at the Palm Springs International Airport, 3400 E. Tahquitz Canyon Way, Palm Springs, California 92262, and a permanent mailing address at 333 City Blvd West, Suite 1000, Orange, California, 92868. City and Tenant may hereinafter be referred to individually as a “Party” and collectively as “Parties”.
RECITALS
WHER
EAS, effective July 1, 2011, City and Tenant entered into the Agreement for Te nant’s lease and operation at Palm Springs International Airport (“Airport”) , a s more specifically described in the Agreement; and
WHEREAS, effective July 1, 2014, City and Tenant entered into that certain Amendment No. 1 to extend the term from July 1, 2014, through June 30, 2017; and WHEREAS, effective June 21, 2017 , City and Tenant entered into that certain Amendment No. 2 to extend the term from July 1, 2017, through June 30, 2020; and WHEREAS, effective July 1, 2020, City and Tenant entered into that certain Amendment No. 3 to extend the term from July 1, 2020, through June 30, 2021; and WHEREAS, effective July 1, 2021, City and Tenant entered into that certain Amendment No. 4 to extend the term from July 1, 2021, through June 30, 2022; and WHEREAS, the Parties wish to amend the Agreement to extend the term by one year through June 30, 2023, subject to two additional one- year optional extensions to be exercised at the City’s sole discretion, and to increase certain fixed rent charges as specified in the Agreement, as more specifically described herein this Amendment No.
5. Item 1L - 18
AGREEMENT
NOW T
HEREFORE, in consideration of the City’s covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant mutually agree as follows:
Term: Extend the term for one additional year, commencing on July 1, 2022, through June 30, 2023, with two additional one-year optional extensions.
Premises: Each rental car agency shall retain its existing rental location for customer ticketing and transactions, along with vehicle maintenance buildings and adjacent vehicle storage. Rea dy and return car spaces will be subject to existing terms and conditions of the Lease Agreement.
Premises Square Footage:
Commencing for the term of this Amendment No. 5 to the Agreement, the Terminal Area demised premises square footage is modified as follows:
Terminal Area Square Footage
Currently Billed
Square Footage to be
Billed as of 7-1-2022
Office 9 x 11.5 = 103.5 9 x 11.5 = 103.5
Counter 8.5 x 12 = 102 8.5 x 12 = 102
Supplemental Counter 10 x 6 = 60
Queue 12 x 12 = 144 12 x 12 = 144
Total 349.5 409.5
Serv
ices Facilities Square Footage: 46,434.
Ready Return Spaces: To be assigned on September 1, 2022.
Lease
Rates:
Pursuant to Section 5.03 (D), facility rental rates are subject to a Consumer Price Index (CPI) adjustment each year on the anniversary date of the agreement Effective July 1, 20 22, the annual space rent shall be adjusted as indicated in the following table:
Current Rates Rates as of 7-1-22
Terminal Area $65.66 per sq. ft. $72.25 per sq. ft.
Service Facilities $1.22 per sq. ft. $1.34 per sq. ft.
Ready Return spaces $1,965.24 per space
annually
$2,162.55 per space
annually
Overflow Parking
Spaces
$2.11 per space per
day
$2.32 per space per
day
Item 1L - 19
Additional Rates:
Pursuant to Article 2 – Section 2.03 and Article 5 – Section 5.01 A and B of the Agreement, Concessionaire will remit to City 10% of gross sales.
MAG is waived through June 30, 2023.
Covenant Against Discrimination:
In connection with its performance under this Agreement, Tenant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each an “Impermissible Basis for Discrimination”). Tenant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any Impermissible Basis for Discrimination. Such actions shall include, but not be 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.
Full Force and Effect:
Except as expressly modified herein all other provisions of the Agreement, as previously amended, shall remain unmodified and in full force and effect.
Corporate Authority:
The per
sons executing this A mendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are dully authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of the Amendment , and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.
(SIGNATURE PAGE FOLLOWS)
Item 1L - 20
SIGNATURE PAGE TO AMENDMENT No. 5 TO AGREEMENT A6113
BY AND BETWEEN THE CITY OF PALM SPRINGS AND
ENTERPRISE RENT-A-CAR COMPANY OF LOS ANGELES, LLC
DBA ENTERPRISE RENT A CAR
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
TENANT:
By:____________________________ By: ____________________________ Signature Signature
Name: Name:
Title: Title:
Date: Date:
Corporations require two signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CIT
Y OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By:____________________________ Jeffrey S. Ballinger, Monique Lomeli,
City Attorney Interim City Clerk
APPROVED:
By:
Justin Clifton,
City Manager
Date:
Item 1L - 21
AMENDMENT NO. 5 TO OPERATING AND LEASE AGREEMENT A6114
DTG OPERATIONS, INC.
DBA DOLLAR RENT A CAR and THRIFTY CAR RENTAL
FOR OPERATION OF A CAR RENTAL CONCESSION
AT PALM SPRINGS INTERNATIONAL AIRPORT
This AMENDMENT No. 5 to that certain NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT No. A6114, (“Agreement”), is made and entered into this 1st day of July, 2022, by and between the CITY OF PALM SPRINGS , a California charter city and municipal corporation, (“City”), and DTG OPERATIONS, INC. an Oklahoma corporation, doing business as DOLLAR RENT A CAR and THRIFTY CAR RENTAL (“ Tenant”), having its usual place of business at the Palm Springs International Airport, 3400 E.
Tahquitz Canyon Way, Palm Springs, California 92262, and a permanent mailing address at 8501 Williams Road, Estero, Florida, 33928. City and Tenant may hereinafter be referred to individually as a “Party” and collectively as “Parties”.
RECITALS
WHER
EAS, effective July 1, 2011, City and Tenant entered into the Agreement for Te nant’s lease and operation at Palm Springs International Airport (“Airport”) , a s more specifically described in the Agreement; and
WHEREAS, effective July 1, 2014, City and Tenant entered into that certain Amendment No. 1 to extend the term from July 1, 2014, through June 30, 2017; and WHEREAS, effective June 21, 2017 , City and Tenant entered into that certain Amendment No. 2 to extend the term from July 1, 2017, through June 30, 2020; and WHEREAS, effective July 1, 2020, City and Tenant entered into that certain Amendment No. 3 to extend the term from July 1, 2020, through June 30, 2021; and WHEREAS, effective July 1, 2021, City and Tenant entered into that certain Amendment No. 4 to extend the term from July 1, 2021, through June 30, 2022; and WHEREAS, the Parties wish to amend the Agreement to extend the term by one year through June 30, 2023, subject to two additional one- year optional extensions to be exercised at the City’s sole discretion, and to increase certain fixed rent charges as specified in the Agreement, as more specifically described herein this Amendment No.
5. Item 1L - 22
AGREEMENT
NOW T
HEREFORE, in consideration of the City’s covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant mutually agree as follows:
Term: Extend the term for one additional year, commencing on July 1, 2022, through June 30, 2023, with two additional one-year optional extensions.
Premises: Each rental car agency shall retain its existing rental location for customer ticketing and transactions, along with vehicle maintenance buildings and adjacent vehicle storage. Rea dy and return car spaces will be subject to existing terms and conditions of the Lease Agreement.
Premises Square Footage:
Commencing for the term of this Amendment No. 5 to the Agreement, the Terminal Area demised premises square footage remains unchanged:
Terminal Area Square Footage to be
Billed as of 7-1-2022
Office 9 x 12 = 108
Counter 7 x 15 = 105
Queue 12 x 15 = 180
Total 393
Ser
vices Facilities: 72,326 square feet.
Ready Return Spaces: To be assigned on September 1, 2022.
Lease
Rates:
Pursuant to Section 5.03 (D) of the Agreement, facility rental rates are subject to a Consumer Price Index (CPI) adjustment each year on the anniversary date of the agreement. Effective July 1, 2022 , the annual space rent shall be adjusted as indicated in the following table:
Current Rates Rates as of 7-1-22
Terminal Area $65.66 per sq. ft. $72.25 per sq. ft.
Service Facilities $1.22 per sq. ft. $1.34 per sq. ft.
Ready Return spaces $1,965.24 per space
annually
$2,162.55 per space
annually
Overflow Parking
Spaces
$2.11 per space per
day
$2.32 per space per
day
Item 1L - 23
Additional Rates:
Pursuant to Article 2 – Section 2.03 and Article 5 – Section 5.01 A and B of the Agreement, Concessionaire will remit to City 10% of gross sales.
MAG is waived through June 30, 2023
Covenant Against Discrimination:
In connection with its performance under this Agreement, Tenant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each an “Impermissible Basis for Discrimination”). Tenant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any Impermissible Basis for Discrimination. Such actions shall include, but not be 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.
Full Force and Effect:
Except as expressly modified herein all other provisions of the Agreement, as previously amended, shall remain unmodified and in full force and effect.
Corporate Authority:
The per
sons executing this A mendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are dully authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of the Amendment , and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.
(SIGNATURE PAGE FOLLOWS)
Item 1L - 24
SIGNATURE PAGE TO AMENDMENT No. 5 TO AGREEMENT A6114
BY AND BETWEEN THE CITY OF PALM SPRINGS AND
DTG OPERATIONS, INC.
DBA DOLLAR RENT A CAR and THRIFTY CAR RENTAL
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
TENANT:
By:____________________________ By: ____________________________ Signature Signature
Name: Name:
Title: Title:
Date: Date:
Corporations require two signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CITY O
F PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: Item No.
APPROVED AS TO FORM: ATTEST:
By: _________________________ By:___________________________ Jeffrey S. Ballinger, Monique Lomeli,
City Attorney Interim City Clerk
APPROVED:
By:
Justin Clifton,
City Manager
Date:
Item 1L - 25
Avis-Budget Amdt No. 6 - Page 1
AMENDMENT NO. 6 TO OPERATING AND LEASE AGREEMENT A6110
AVIS BUDGET CAR RENTAL, LLC
FOR OPERATION OF A CAR RENTAL CONCESSION
AT PALM SPRINGS INTERNATIONAL AIRPORT
This AMENDMENT No. 6 to that certain NON -EXCLUSIVE OPERATING AND LEASE AGREEMENT No. A6110, (“Agreement”), is made and entered into this 1st day of July, 2022, by and between the CITY OF PALM SPRINGS , a California charter city and municipal corporation, (“City”), and AVIS BUDGET CAR RENTAL, LLC, a Delaware limited liability company, doing business as AVIS RENT A CAR SYSTEM, LLC and BUDGET RENT A CAR SYSTEM, INC. (“Tenant”), having its usual place of business at the Palm Springs International Airport, 3400 E. Tahquitz Canyon Way, Palm Springs, California 92262, and a permanent mailing address at 6 Sylvan Way, Parsippany, New Jersey, 07054. City and Tenant may hereinafter be referred to individually as a “Party” and collectively as “Parties”.
RECITALS
WHEREAS, effective July 1, 2011, City and Tenant entered into the Agreement for Te nant’s lease and operation at Palm Springs International Airport (“Airport”) , a s more specifically described in the Agreement; and
WHEREAS, effective July 1, 2014, City and Tenant entered into that certain Amendment No. 1 to extend the term from July 1, 2014, through June 30, 2017; and
WHEREAS, effective January 1, 2016, City and Tenant entered into that certain Amendment No. 2 to lease 130 square feet of customer counter space on a seasonal basis through April 30, 2016, and from January 1, 2017, through April 30, 2017; and
WHEREAS, effective Ju ne 21, 2017, City and Ten ant entered into that certain Amendment No. 3 to extend the term from July 1, 2017, through June 30, 2020; and
WHEREAS, effective July 1, 2020, City and Tenant entered into that certain Amendment No. 4 to extend the term from July 1, 2020, through June 30, 2021; and
WHEREAS, effective July 1, 2021, City and Tenant entered into that certain Amendment No. 5 to extend the term from July 1, 2021, through June 30, 2022; and
WHEREAS, the Parties wish to amend the Agreement to extend the term by one year through June 30, 2023 , subject to two additional one- year optional extensions to be exercised at the City’s sole discretion, and to increase certain fixed rent charges as specified in the Agreement, as more specifically described herein this Amendment No.
6. Item 1L - 26
Avis-Budget Amdt No. 6 - Page 2
AGREEMENT
NOW THEREFORE, in consideration of the City’s covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant mutually agree as follows:
Term: Extend t he term for one additional year, commencing on July 1, 2022, through June 30, 2023, with two additional one-year optional extensions.
Premises: Each rental car agency shall retain its existing rental location for customer ticketing and transactions, along with vehicle maintenance buildings and adjacent vehicle storage. Rea dy and return car spaces will be subject to existing terms and conditions of the Lease Agreement.
Premises Square Footage:
Commencing for the term of this Amendment No. 6 to the Agreement, the Terminal Area demised premises square footage is modified as follows:
Terminal Area Square Footage
Currently Billed
Square Footage to be
Billed as of 7-1-2022
Office 9 x 17.5 = 157.5 9 x 17.5 = 157(.5)
Counter 7 x 20.5 = 143.5 7 x 37 = 259
Supplemental counter 10 x 13 = 130 * 10 x 13 = 130 Queue 12 x 20.5 = 246 12 x 37 = 444
Total 547 + 130* 990
*Supplemental counter space
: 130 sq. ft. billed currently billed seasonally
will be included as of July 1, 2022, to the year-round square footage billing.
Services Facilities: 72,921 square feet.
Ready Return Spaces: To be assigned on September 1, 2022.
Lease Rates:
Pursuant to Section 5.03 (D) of the Agreement, facility rental rates are subject to a Consumer Price Index (CPI) adjustment each year on the anniversary date of the agreement. Effective July 1, 2022 , the annual space rent shall be adjusted as indicated in the following table:
Current Rates Rates as of 7-1-22
Terminal Area $65.66 per sq. ft. $72.25 per sq. ft.
Service Facilities $1.22 per sq. ft. $1.34 per sq. ft.
Ready Return spaces $1,965.24 per space
annually
$2,162.55 per space
annually
Overflow Parking
Spaces
$2.11 per space per
day
$2.32 per space per
day
Item 1L - 27
Avis-Budget Amdt No. 6 - Page 3
Additional Rates:
Pursuant to Article 2 – Section 2.03 and Article 5 – Section 5.01 A and B of the Agreement, Concessionaire will remit to City 10% of gross sales.
MAG is waived through June 30, 2023.
Covenant Against Discrimination:
In connection with its performance under this Agreement, Tenant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry , national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each an “Impermissible Basis for Discrimination”). Tenant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any Impermissible Basis for Discrimination. Such actions shall include, but not be 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.
Full Force and Effect:
Except as expressly modified herein all other provisions of the Agreement, as previously amended, shall remain unmodified and in full force and effect.
Corporate Authority:
The persons executing this A mendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are dully authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of the Amendment , and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.
(SIGNATURE PAGE FOLLOWS)
Item 1L - 28
Avis-Budget Amdt No. 6 – Page 4
SIGNATURE PAGE TO AMENDMENT No. 6 TO AGREEMENT A6110 BY AND
BETWEEN THE CITY OF PALM SPRINGS AND AVIS BUDGET CAR RENTAL, LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
TENANT:
By:____________________________ By: ____________________________ Signature Signature
Name: Name:
Title: Title:
Date: Date:
Corporations require two signatures. One signature must be from Chairman of Board,
President, or a ny Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By:____________________________ Jeffrey S. Ballinger, Monique Lomeli, City Attorney Interim City Clerk
APPROVED:
By: ___________________________
Justin Clifton,
City Manager
Date:
Item 1L - 29
Hertz – Amdt No. 5 – Page 1
AMENDMENT NO. 5 TO OPERATING AND LEASE AGREEMENT A6111
THE HERTZ CORPORATION
FOR OPERATION OF A CAR RENTAL CONCESSION
AT PALM SPRINGS INTERNATIONAL AIRPORT
This AMENDMENT No. 5 to that certain NON -EXCLUSIVE OPERATING AND LEASE AGREEMENT No. A6111, (“Agreement”), is made and entered into this 1st day of July, 2022, by and between the CITY OF PALM SPRINGS , a California charter city and municipal corporation, (“City”), and THE HERTZ CORPORATION, a Delaware corporation, (“ Tenant”), having its usual place of business at the Palm Springs International Airport, 3400 E. Tahquitz Canyon Way, Palm Springs, California 92262, and a permanent mailing address at 8501 Williams Road, Estero, Florida, 33928. City and Tenant may hereinafter be referred to individually as a “Party” and collectively as “Parties”.
RECITALS
WHEREAS, effective July 1, 2011, City and Tenant entered into the Agreement for Te nant’s lease and operation at Palm Springs Interna tional Airport (“Airport”), a s more specifically described in the Agreement; and
WHEREAS, effective July 1, 2014, City and Tenant entered into that certain Amendment No. 1 to extend the term from July 1, 2014, through June 30, 2017; and
WHEREAS, effective June 21, 2017 , City and Tenant entered into that certain Amendment No. 2 to extend the term from July 1, 2017, through June 30, 2020; and
WHEREAS, effective July 1, 2020, City and Tenant entered into that certain Amendment No. 3 to extend the term from July 1, 2020, through June 30, 2021; and
WHEREAS, effective July 1, 2021, City and Tenant entered into that certain Amendment No. 4 to extend the term from July 1, 2021, through June 30, 2022; and
WHEREAS, the Parties wish to amend the Agreement to extend the term by one year through June 30, 2023, subject to two additional one- year optional extensions to be exercised at the City’s sole discretion, and to increase certain fixed rent charges as specified in the Agreement, as more specifically described herein this Amendment No.
5. Item 1L - 30
Hertz – Amdt No. 5 – Page 2
AGREEMENT
NOW THEREFORE, in consideration of the City’s covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant mutually agree as follows:
Term: Extend the term for one additional year, commencing on July 1, 2022, through June 30, 2023, with two additional one-year optional extensions.
Premises: Each rental car agency shall retain its existing rental location for customer ticketing and transactions, along with vehicle maintenance buildings and adjacent vehicle storage. Rea dy and return car spaces will be subject to existing terms and conditions of the Lease Agreement.
Premises Square Footage:
Commencing for the term of this Amendment No. 5 to the Agreement, the Terminal Area demised premises square footage is modified as follows:
Terminal Area Square Footage
Currently Billed
Square Footage to be
Billed as of 7-1-2022
Office 9 x 17 = 157.5 10 x 17.5 = 175
Counter 7 x 20.5 = 143.5 7 x 24 = 168
Queue 12 x 20.5 = 246 12 x 24 = 288
Total 547 631
Services Facilities Square Footage: 73,231
Ready Return Spaces: To be assigned on September 1, 2022
Lease Rates:
Pursuant to Section 5.03 (D) of the Agreement, facility rental rates are subject to a Consumer Price Index (CPI) adjustment each year on the anniversary date of the agreement Effective July 1, 2022 , the annual space rent shall be adjusted as indicated in the following table:
Current Rates Rates as of 7-1-22
Terminal Area $65.66 per sq. ft. $72.25 per sq. ft.
Service Facilities $1.22 per sq. ft. $1.34 per sq. ft.
Ready Return spaces $1,965.24 per space
annually
$2,162.55 per space
annually
Overflow Parking
Spaces
$2.11 per space per
day
$2.32 per space per
day
Item 1L - 31
Hertz – Amdt No. 5 – Page 3
Additional Rates:
Pursuant to Article 2 – Section 2.03 and Article 5 – Section 5.01 A and B of the Agreement, Concessionaire will remit to City 10% of gross sales.
MAG is waived through June 30, 2023.
Covenant Against Discrimination:
In connection with its performance under this Agreement, Tenant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each an “Impermissible Basis for Discrimination”). Tenant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any Impermissible Basis for Discrimination. Such actions shall include, but not be 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.
Full Force and Effect:
Except as expressly modified herein all other provisions of the Agreement, as previously amended, shall remain unmodified and in full force and effect.
Corporate Authority:
The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are dully authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of the Amendment , and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.
(SIGNATURE PAGE FOLLOWS)
Item 1L - 32
Hertz – Amdt No. 5 – Page 4
SIGNATURE PAGE TO AMENDMENT No. 5 TO AGREEMENT A6111 BY AND
BETWEEN THE CITY OF PALM SPRINGS AND THE HERTZ CORPORATION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
TENANT:
By:____________________________ By: ____________________________ Signature Signature
Name: Name:
Title: Title:
Date: Date:
Corporations require two signatures. One signature must be from Chairman of Board,
President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By:____________________________ Jeffrey S. Ballinger, Monique Lomeli, City Attorney Interim City Clerk
APPROVED:
By: ___________________________
Justin Clifton,
City Manager
Date:
Item 1L - 33
Enterprise-Alamo-National Amdt No. 5 – Page 1
AMENDMENT NO. 5 TO OPERATING AND LEASE AGREEMENT A6112
ENTERPRISE RENT-A-CAR COMPANY OF LOS ANGELES, LLC
DBA ALAMO RENT A CAR AND NATIONAL CAR RENTAL
FOR OPERATION OF A CAR RENTAL CONCESSION
AT PALM SPRINGS INTERNATIONAL AIRPORT
This AMENDMENT No. 5 to that certain NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT No. A6112, (“Agreement”), is made and entered into this 1st day of July, 2022, by and between the CITY OF PALM SPRINGS , a California charter city and municipal corporation, (“City”), and ENTERPRISE RENT -A-CAR COMPANY OF LOS ANGELES, LLC, a Delaware limited liability company, doing business as ALAMO RENT A CAR AND NATIONAL CAR RENTAL (“Tenant”), having its usual place of business at the Palm Springs International Airport, 3400 E. Tahquitz Canyon Way, Palm Springs, California 92262, and a permanent mailing address at 333 City Blvd West, Suite 1000, Orange, California, 92868. City and Tenant may hereinafter be referred to individually as a “Party” and collectively as “Parties”.
RECITALS
WHEREAS, effective July 1, 2011, City and Tenant entered into the Agreement for Te nant’s lease and operation at Palm Springs International Airport (“Airport”) , a s more specifically described in the Agreement; and
WHEREAS, effective July 1, 2014, City and Tenant entered into that certain Amendment No. 1 to extend the term from July 1, 2014, through June 30, 2017; and
WHEREAS, effective June 21, 2017 , City and Tenant entered into that certain Amendment No. 2 to extend the term from July 1, 2018, through June 30, 2020; and
WHEREAS, effective July 1, 2020, City and Tenant entered into that certain Amendment No. 3 to extend the term from July 1, 2020, through June 30, 2021; and
WHEREAS, effective July 1, 2021, City and Tenant entered into that certain Amendment No. 4 to extend the term from July 1, 2021, through June 30, 2022; and
WHEREAS, the Parties wish to amend the Agreement to extend the term by one year through June 30, 2023, subject to two additional one- year optional extensions to be exercised at the City’s sole discretion, and to increase certain fixed rent charges as specified in the Agreement, as more specifically described herein this Amendment No.
5. Item 1L - 34
Enterprise-Alamo-National Amdt No. 5 – Page 2
AGREEMENT
NOW THEREFORE, in consideration of the City’s covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant mutually agree as follows:
Term: Extend the term for one additional year, commencing on July 1, 2022, through June 30, 2023, with two additional one-year optional extensions.
Premises: Each rental car agency shall retain its existing rental location for customer ticketing and transactions, along with vehicle maintenance buildings and adjacent vehicle storage. Rea dy and return car spaces will be subject to existing terms and conditions of the Lease Agreement.
Premises Square Footage:
Commencing for the term of this Amendment No. 5 to the Agreement, the Terminal Area demised premises square footage remains unchanged:
Terminal Area Square Footage to be
Billed as of 7-1-2022
Office 9 x 12 = 108
Counter 7 x 15 = 105
Queue 12 x 15 = 180
Total 393
Services Facilities: 72,326 square feet.
Ready Return Spaces: To be assigned on September 1, 2022
Lease Rates:
Pursuant to Section 5.03 (D) of the Agreement, facility rental rates are subject to a Consumer Price Index (CPI) adjustment each year on the anniversary date of the agreement Effective July 1, 2022 , the annual space rent shall be adjusted as indicated in the following table:
Current Rates Rates as of 7-1-22
Terminal Area $65.66 per sq. ft. $72.25 per sq. ft.
Service Facilities $1.22 per sq. ft. $1.34 per sq. ft.
Ready Return spaces $1,965.24 per space
annually
$2,162.55 per space
annually
Overflow Parking
Spaces
$2.11 per space per
day
$2.32 per space per
day
Item 1L - 35
Enterprise-Alamo-National Amdt No. 5 – Page 3
Additional Rates:
Pursuant to Article 2 – Section 2.03 and Article 5 – Section 5.01 A and B of the Agreement, Concessionaire will remit to City 10% of gross sales.
MAG is waived through June 30, 2023
Covenant Against Discrimination:
In connection with its performance under this Agreement, Tenant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each an “Impermissible Basis for Discrimination”). Tenant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any Impermissible Basis for Discrimination. Such actions shall include, but not be 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.
Full Force and Effect:
Except as expressly modified herein all other provisions of the Agreement, as previously amended, shall remain unmodified and in full force and effect.
Corporate Authority:
The persons executing this A mendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are dully authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of the Amendment , and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.
(SIGNATURE PAGE FOLLOWS)
Item 1L - 36
Enterprise-Alamo-National Amdt No. 5 – Page 4
SIGNATURE PAGE TO AMENDMENT No. 5 TO AGREEMENT A6112
BY AND BETWEEN THE CITY OF PALM SPRINGS AND
ENTERPRISE RENT-A-CAR COMPANY OF LOS ANGELES, LLC
DBA ALAMO RENT A CAR AND NATIONAL CAR RENTAL
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
TENANT:
By:____________________________ By: ____________________________ Signature Signature
Name: Name:
Title: Title:
Date: Date:
Corporations require two signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: Item No.
APPROVED AS TO FORM: ATTEST:
By: _________________________ By:___________________________ Jeffrey S. Ballinger, Monique Lomeli, City Attorney Interim City Clerk
APPROVED:
By:
Justin Clifton,
City Manager
Date:
Item 1L - 37
Enterprise – Amdt No. 5 – Page 1
AMENDMENT NO. 5 TO OPERATING AND LEASE AGREEMENT A6113
ENTERPRISE RENT-A-CAR COMPANY OF LOS ANGELES, LLC
DBA ENTERPRISE RENT A CAR
FOR OPERATION OF A CAR RENTAL CONCESSION
AT PALM SPRINGS INTERNATIONAL AIRPORT
This AMENDMENT No. 5 to that certain NON -EXCLUSIVE OPERATING AND LEASE AGREEMENT No. A6113, (“Agreement”), is made and entered into this 1st day of July, 2022, by and between the CITY OF PALM SPRINGS , a California charter city and municipal corporation, (“City”), and ENTERPRISE RENT -A-CAR COMPANY OF LOS ANGELES, a Delaware limited liability company, dba ENTERPRISE RENT A CAR, (“Tenant”), having its usual place of business at the Palm Springs International Airport, 3400 E. Tahquitz Canyon Way, Palm Springs, California 92262, and a permanent mailing address at 333 City Blvd West, Suite 1000, Orange, California, 92868. City and Tenant may hereinafter be referred to individually as a “Party” and collectively as “Parties”.
RECITALS
WHEREAS, effective July 1, 2011, City and Tenant entered into the Agreement for Te nant’s lease and operation at Palm Springs International Airport (“Airport”) , a s more specifically described in the Agreement; and
WHEREAS, effective July 1, 2014, City and Tenant entered into that certain Amendment No. 1 to extend the term from July 1, 2014, through June 30, 2017; and
WHEREAS, effective June 21, 2017 , City and Tenant entered into that certain Amendment No. 2 to extend the term from July 1, 2017, through June 30, 2020; and
WHEREAS, effective July 1, 2020, City and Tenant entered into that certain Amendment No. 3 to extend the term from July 1, 2020, through June 30, 2021; and
WHEREAS, effective July 1, 2021, City and Tenant entered into that certain Amendment No. 4 to extend the term from July 1, 2021, through June 30, 2022; and
WHEREAS, the Parties wish to amend the Agreement to extend the term by one year through June 30, 2023, subject to two additional one- year optional extensions to be exercised at the City’s sole discretion, and to increase certain fixed rent charges as specified in the Agreement, as more specifically described herein this Amendment No.
5. Item 1L - 38
Enterprise – Amdt No. 5 – Page 2
AGREEMENT
NOW THEREFORE, in consideration of the City’s covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant mutually agree as follows:
Term: Extend the term for one additional year, commencing on July 1, 2022, through June 30, 2023, with two additional one-year optional extensions.
Premises: Each rental car agency shall retain its existing rental location for customer ticketing and transactions, along with vehicle maintenance buildings and adjacent vehicle storage. Rea dy and return car spaces will be subject to existing terms and conditions of the Lease Agreement.
Premises Square Footage:
Commencing for the term of this Amendment No. 5 to the Agreement, the Terminal Area demised premises square footage is modified as follows:
Terminal Area Square Footage
Currently Billed
Square Footage to be
Billed as of 7-1-2022
Office 9 x 11.5 = 103.5 9 x 11.5 = 103.5
Counter 8.5 x 12 = 102 8.5 x 12 = 102
Supplemental Counter 10 x 6 = 60
Queue 12 x 12 = 144 12 x 12 = 144
Total 349.5 409.5
Services Facilities Square Footage: 46,434.
Ready Return Spaces: To be assigned on September 1, 2022.
Lease Rates:
Pursuant to Section 5.03 (D), facility rental rates are subject to a Consumer Price Index (CPI) adjustment each year on the anniversary date of the agreement Effective July 1, 20 22, the annual space rent shall be adjusted as indicated in the following table:
Current Rates Rates as of 7-1-22
Terminal Area $65.66 per sq. ft. $72.25 per sq. ft.
Service Facilities $1.22 per sq. ft. $1.34 per sq. ft.
Ready Return spaces $1,965.24 per space
annually
$2,162.55 per space
annually
Overflow Parking
Spaces
$2.11 per space per
day
$2.32 per space per
day
Item 1L - 39
Enterprise – Amdt No. 5 – Page 3
Additional Rates:
Pursuant to Article 2 – Section 2.03 and Article 5 – Section 5.01 A and B of the Agreement, Concessionaire will remit to City 10% of gross sales.
MAG is waived through June 30, 2023.
Covenant Against Discrimination:
In connection with its performance under this Agreement, Tenant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each an “Impermissible Basis for Discrimination”). Tenant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any Impermissible Basis for Discrimination. Such actions shall include, but not be 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.
Full Force and Effect:
Except as expressly modified herein all other provisions of the Agreement, as previously amended, shall remain unmodified and in full force and effect.
Corporate Authority:
The persons executing this A mendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are dully authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of the Amendment , and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.
(SIGNATURE PAGE FOLLOWS)
Item 1L - 40
Enterprise – Amdt No. 5 – Page 4
SIGNATURE PAGE TO AMENDMENT No. 5 TO AGREEMENT A6113
BY AND BETWEEN THE CITY OF PALM SPRINGS AND
ENTERPRISE RENT-A-CAR COMPANY OF LOS ANGELES, LLC
DBA ENTERPRISE RENT A CAR
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
TENANT:
By:____________________________ By: ____________________________ Signature Signature
Name: Name:
Title: Title:
Date: Date:
Corporations require two signatures. One signature must be from Chairman of Board,
President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ B y:____________________________ Jeffrey S. Ballinger, Monique Lomeli, City Attorney Interim City Clerk
APPROVED:
By:
Justin Clifton,
City Manager
Date:
Item 1L - 41
DTG-Dollar-Thrifty Amdt No. 5 - Page 1
AMENDMENT NO. 5 TO OPERATING AND LEASE AGREEMENT A6114
DTG OPERATIONS, INC.
DBA DOLLAR RENT A CAR and THRIFTY CAR RENTAL
FOR OPERATION OF A CAR RENTAL CONCESSION
AT PALM SPRINGS INTERNATIONAL AIRPORT
This AMENDMENT No. 5 to that certain NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT No. A6114, (“Agreement”), is made and entered into this 1st day of July, 2022, by and between the CITY OF PALM SPRINGS , a California charter city and municipal corporation, (“City”), and DTG OPERATIONS, INC. an Oklahoma corporation, doing business as DOLLAR RENT A CAR and THRIFTY CAR RENTAL (“ Tenant”), having its usual place of business at the Palm Springs International Airport, 3400 E.
Tahquitz Canyon Way, Palm Springs, California 92262, and a permanent mailing address at 8501 Williams Road, Estero, Florida, 33928. City and Tenant may hereinafter be referred to individually as a “Party” and collectively as “Parties”.
RECITALS
WHEREAS, effective July 1, 2011, City and Tenant entered into the Agreement for Te nant’s lease and operation at Palm Springs International Airport (“Airport”) , a s more specifically described in the Agreement; and
WHEREAS, effective July 1, 2014, City and Tenant entered into that certain Amendment No. 1 to extend the term from July 1, 2014, through June 30, 2017; and
WHEREAS, effective June 21, 2017 , City and Tenant entered into that certain Amendment No. 2 to extend the term from July 1, 2017, through June 30, 2020; and
WHEREAS, effective July 1, 2020, City and Tenant entered into that certain Amendment No. 3 to extend the term from July 1, 2020, through June 30, 2021; and
WHEREAS, effective July 1, 2021, City and Tenant entered into that certain Amendment No. 4 to extend the term from July 1, 2021, through June 30, 2022; and
WHEREAS, the Parties wish to amend the Agreement to extend the term by one year through June 30, 2023, subject to two additional one- year optional extensions to be exercised at the City’s sole discretion, and to increase certain fixed rent charges as specified in the Agreement, as more specifically described herein this Amendment No.
5. Item 1L - 42
DTG-Dollar-Thrifty Amdt No. 5 - Page 2
AGREEMENT
NOW THEREFORE, in consideration of the City’s covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant mutually agree as follows:
Term: Extend the term for one additional year, commencing on July 1, 2022, through June 30, 2023, with two additional one-year optional extensions.
Premises: Each rental car agency shall retain its existing rental location for customer ticketing and transactions, along with vehicle maintenance buildings and adjacent vehicle storage. Rea dy and return car spaces will be subject to existing terms and conditions of the Lease Agreement.
Premises Square Footage:
Commencing for the term of this Amendment No. 5 to the Agreement, the Terminal Area demised premises square footage remains unchanged:
Terminal Area Square Footage to be
Billed as of 7-1-2022
Office 9 x 12 = 108
Counter 7 x 15 = 105
Queue 12 x 15 = 180
Total 393
Services Facilities: 72,326 square feet.
Ready Return Spaces: To be assigned on September 1, 2022.
Lease Rates:
Pursuant to Section 5.03 (D) of the Agreement, facility rental rates are subject to a Consumer Price Index (CPI) adjustment each year on the anniversary date of the agreement. Effective July 1, 2022 , the annual space rent shall be adjusted as indicated in the following table:
Current Rates Rates as of 7-1-22
Terminal Area $65.66 per sq. ft. $72.25 per sq. ft.
Service Facilities $1.22 per sq. ft. $1.34 per sq. ft.
Ready Return spaces $1,965.24 per space
annually
$2,162.55 per space
annually
Overflow Parking
Spaces
$2.11 per space per
day
$2.32 per space per
day
Item 1L - 43
DTG-Dollar-Thrifty Amdt No. 5 - Page 3
Additional Rates:
Pursuant to Article 2 – Section 2.03 and Article 5 – Section 5.01 A and B of the Agreement, Concessionaire will remit to City 10% of gross sales.
MAG is waived through June 30, 2023
Covenant Against Discrimination:
In connection with its performance under this Agreement, Tenant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each an “Impermissible Basis for Discrimination”). Tenant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any Impermissible Basis for Discrimination. Such actions shall include, but not be 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.
Full Force and Effect:
Except as expressly modified herein all other provisions of the Agreement, as previously amended, shall remain unmodified and in full force and effect.
Corporate Authority:
The persons executing this A mendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are dully authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of the Amendment , and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.
(SIGNATURE PAGE FOLLOWS)
Item 1L - 44
DTG-Dollar-Thrifty Amdt No. 5 – Page 4
SIGNATURE PAGE TO AMENDMENT No. 5 TO AGREEMENT A6114
BY AND BETWEEN THE CITY OF PALM SPRINGS AND
DTG OPERATIONS, INC.
DBA DOLLAR RENT A CAR and THRIFTY CAR RENTAL
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
TENANT:
By:____________________________ By: ____________________________ Signature Signature
Name: Name:
Title: Title:
Date: Date:
Corporations require two signatures. One signature must be from Chairman of Board,
President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: Item No.
APPROVED AS TO FORM: ATTEST:
By: _________________________ By:___________________________ Jeffrey S. Ballinger, Monique Lomeli, City Attorney Interim City Clerk
APPROVED:
By:
Justin Clifton,
City Manager
Date:
Item 1L - 45
ATTACHMENT B
PUBLIC INTEGRITY DISCLOSURE FORMS
Item 1L - 46
1. 2.
3. 4.
5. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
AVIS BUDGET CAR RENTAL, LLC
Address of Entity (Principle Place of Business)
6 SYLVAN WAY, PARSIPPANY, NEW JERSEY,
Local or California Address (if different than #2)
513 Eccles Avenue, South San Francisco, CA 94080
State where Entity is Registered with Secretary of State
DELAWARE
If other than California, is the Entity also registered in California? fxl Yes n No Type of Entity
D Corporation [XI Limited Liability Company D Partnership D Trust D other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (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
PLEASE SEE ATTACHED
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□ Other
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□ Other
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□ other
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
(Revised 09 13 18)
Item 1L - 47
-~~~ t"4l1,011.ll't-
I I
'
-
'
-
'
-
- -
-
/
7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity
EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [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.
(Revised 09 13.18)
Date
CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE FORM
APPLICANT DISCLOSURE FORM
Item 1L - 48
Signature 5, Printed Name, Title
Anne Morrison, Vice President
Avis Budget Car Rental, LLC
Date
06/01/2022 Company Profile
Main Details
Name: Avis Budget Car Rental, LLC
QuickRef: AVISBUCARL
Country: United States
Region: Delaware
Tax ID: 22-3475741
Incorporated: 04/29/1996
Company Type: Limited Liability Company
Company Status: Active
Dissolved:
Primary Addresses
Registered: 251 Little Falls Drive, Wilmington DE 19808, United States Primary: Parsippany, New Jersey, 07054
Accounting Dates
Accounting Dates:
Annointments
Mar''lagEirilerlt Boi:ird
1-·• Last PefiOd End' ·• I Clitrerit Peridd End·;- j,·- LastEX.tended 'Name.,. .,-: -•-_,;• ::· _,; ·:,: �--,,,_-,:-_--<'···-;:,:::,.-;-::> :·<;'."_-·.•_:-: QuickRef l-POSition-0• Choi, Brian CHOI-B l Mana"ner
Ferraro, Josenh Anthonv FERRARO-JA I Mana-ner
Officers·<, i·i;c:<:<· -<�·-' -:>> \�-::;:c-,•:::-:<-'i'ci:;:::7?:-.- : .c::,.,-.i -·,:-:,:c:·: <<·' Ni.I.me QuiCkRef POsitiOn<:(·:
Blaskey, David D. BLASKEY-DD Senior Vice President, Development and lntenration
Calabria, David T. CALABRI-DT Senior Vice President
Treasurer
Choi, Brian CHOI-B Chief Financial Officer
Coss, Tom COSS-T Car Sales Mananer
DeGenova, Cathleen DEGENOVA-C Chief Accountina Officer
Ferraro, Jos�h Anthon" FERRARO-JA Chief Executive Officer President, Americas
Gall�her, Paul GALLAGHE-P Assistant Secretarv
lnsall, Gerard INSALL-G Executive Vice President and Chief Information Officer
Linnen, Edward P. LINNEN-EP Executive Vice President and Chief Human Resources Officer
Martins, lzilda P. MARTINS-IP Executive Vice President, Americas Morrison, Anne MORRISON-A Vice President
Muhs, Robert E. MUHS-RE Vice President and Assistant Secretarv Nierenbern, Gre,.,,., NIERENBE-G Vice President
Palumbo, Jeannine PALUMBO-J Director, Tax
Panicoe, Suzanne PANICOE-S Assistant Secretarv
Sera, Jean Marie SERA-JM Senior Vice President
General Counsel and Secretarv
Other.PoSltio"ns·:: :-,
Name· :_QllickRef P:Ositiori
Blaske", David D. BLASKEY-DD Power of Attornev
Koiffman, Mauro KOIFFMAN-M Power of Attornev
Marsili, Massimo MARSILI-M Power of Attornev
Muhs, Robert E. MUHS-RE Power of Attornev
Sera, Jean Marie SERA-JM Power of Attorne"
Other:sr,:;r1atories
Name·.:i><<:_;:>.:::::·._ - .QulckRef Y POSiticin
Bi�as, Bria;;et BIAGAS-B Authorized Sianatorv
Blask�. David D. BLASKEY-DD Authorized SianatolV
Brown, James BROWN-J 0001 Authorized Sianatorv
camnbell, BIV It CAMPBELL-B Authorized Sianatorv
CamMan, Dennis CORRIGAN-D Authorized SinnatO"''
Feelet/, Michael FEELEY-M Authorized SinnatO"''
Finkel, Lvnn B. FINKEL-LB Authorized SinnatO"''
Gall°anher, Paul GALLAGHE-P Authorized Sinnat□"''
Kinerk, Beth KINERK-B Authorized Sinnat□"''
Date 06/01/2022
Tax ID
22-3475741
I oiilte'd. __ l
I 08/24/2020 I
I 01/01/2020 I
A"'-ointed;
07/03/2013
09/09/2015
08/07/2019
08/24/2020
09/04/2019
08/07/2019
01/01/2020
01/01/2015
03/27/2020
01/28/2015
01/28/2015
06/12/2020
03/29/2019
04/28/2006
01/01/2018
08/07/2019
12/01/2017
03/27/2020
03/27/2020
,. , ·-.-n. ...... olnted·
03/19/2010
11/06/2013
11/14/2011
03/19/2010
03/27/2020
>1 ,a ...... ointed
04/19/2017
04/13/2016
05/22/2018
04/19/2017
05/22/2018
04/19/2017
05/22/2018
11/09/2018
05/22/2018
Item 1L - 49
Avis Budget Car Rental, LLC
Date
06/01/2022
.othelSig·natories
Nallle/f ';'--;<·,•.: ·ii ':,:,•>.·,i:::_::_",,";--;· ___ < -;::,:,:/·,.-:::_.::_ :,;:>:': -;::+::-> Kaines, Alan
Macri, Donna
Minnitte, Matthew
Morrison, Anne
Mueller, Hans Waldemar
Muhs, Robert E.
Orduna, Arthur
Saperstein, Jessica
Sera, Jean Marie
Stark, David E.
Tallarico, Lorraine
Wriaht, Stephen
Zamore, Neal
Date 06/01/2022
Company Profile
QuickRE!f:-i .POsitioll.
KOINES-A Authorized Sianatorv
MACRI-D Authorized Sianatorv
MINNITTE-M Authorized Sianatorv
MORRISON-A Authorized Sianatorv
MUELLER-HW Authorized Sianatorv
MUHS-RE Authorized Sionatorv
ORDUNA-A Authorized Sionatorv
SAPERSTE-J Authorized Sianatorv
SERA-JM Authorized Sianatorv
STARK-DE Authorized Sianatorv
TALLARIC-L Authorized Sianatorv
WRIGHT-S0001 Authorized Sianatorv
ZAMORE-N Authorized Sionatorv
.. .. .
Tax ID
22-3475741
ointed-
05/12/2014
04/19/2017
02/28/2018
04/13/2016
08/03/2020
04/13/2016
12/12/2016
03/24/2017
03/27/2020
04/19/2017
04/19/2017
05/22/2018
09/10/2015
Item 1L - 50
Item 1L - 51
PUBLIC
INTEGRITY
APPLICANT
DISCLOSURE
Name
(Print
last,
first,
middle
Initial)
E-mail
Address
Blum,
Stephen
A.
(on
behalf
of
The
Hertz
Corporation)
[email protected]
Positionfrltle
Senior
Vice
President,
Real
Estate
and
Facilities
Address
8501
Williams
Road,
Estero,
Florida
3328
Work
Phone:
239-301-7794
Reporting
Status
Cell
Phone:
781-389-6334
New
Disclosure:
X
Update:
Every
applicant
that
is
not
an
individual
natural
person,
or
comprised
exclusively
of
natural
persons
with
no
outside
investors,
must
disclose
to
the
City
the
identity
of
each
natural
person
who
holds
or
occupies
a ·significant
position
with
respect
to
that
applicant"
entity
or
any
entity
that
owns
an
interest
or
derives
profits
with
respect
to
the
applicant
entity,
i.e.,
a
sub-entity. In
addition,
every
applicant must
disclose
to
the
City
the
identity
of
each
owner
or
investor
who
has
both
of
the
following:
(i)
an
ownership
interest
in
the
applicant
entity
with
a
value
of
two
thousand
dollars
($2,000.00)
or
more,
and
(ii)
a
material
financial
relationship
with
any
official
who
has
the
opportunity
to
vote
upon,
or
advocate
for
a
particular
result
or
outcome
with
respect
to
the
application
in
question.
A
"significant
position"
shall
be
defined
as
follows:
i.
Officers
and
Directors
(in
the
instance
of
a
corporation);
ii.
Members
and
Managers
(in
the
instance
of
limited
liability
company);
or
iii.
Trustees
and
other
Fiduciaries
(in
the
instance
of
a
trust
or
another
organization).
A
"material
financial
relationship"
shall
be
defined
as
a
relationship
between
an
owner
or
investor
on
one
hand,
and
a
voting
or
potentially
advocating
official
on
the
other
hand,
whereby
the
official
has
an
interest
in
the
outcome
of
the
City's
action
upon
the
application
in
question
arising
from
or
related
to
any
of
the
following:
1. Any
business
that
the
owner
or
investor
in
the
applicant
and
the
official
do
together
during
the
year
prior
to
the
filing
of
the
application;
2. Any
income
that
the
official
has
earned
from
the
owner
or
investor
in
the
applicant
entity
during
the
year
prior
to
the
filing
of
application;
3. One
or
more
gifts,
that
the
owner
or
investor
in
the
applicant
has
given
to
the
official
during
a
year
prior
to
the
filing
of
the
application
with
a
total
of
more
than
fifty
dollars;
4. Any
money
or
value
that
the
official
will
or
might
reasonably
be
anticipated
to
gain
or
lose,
based
upon
the
ownership
interest
of
the
owner
or
investor
in
the
applicant
entity,
in
relation
to
the
outcome
of
the
City's
action
upon
the
application.
Item 1L - 52
Organization/
Type
of
organization:
Ownership
Interest:
Position:
No
ff nclude
the
address,
city
and
state
where
the
longer
he
organization
is
located)
held:
1 The
Hertz
Corporation,
a
Delaware
corporation
100%
owned
by
Sr.
Vice
Pres.,
8501
Williams
Road
Hertz
Global
Holdings,
Real
Estate
&
F acil
i ies
Estero,
FL
33928
Inc.
2 Please
find
attached
a list
of
the
Officers
and
Dir
ectors
of
The
Hertz
Corporatic
n.
Our
Board
of
Dire
~ors
must
approve
all
changes,
and
we
will
submit
an
updated
list
at
a later
date
sir
ce
we
are
awaiting
formal
approval
of
several
changes.
3 4 5. 6. I DECLARE
UNDER
PENALTY
OF
PERJURY
UNDER
THE
LAWS
OF
THE
STATE
OF
CALIFORNIA
THAT
THE
FOREGOING
IS
TRUE
AND
CORRECT.
ISC
OS
ng
Party,/;/_
/
/
~4~z___
ae
May
31,
2020
On
the
basis
of
Information
contained
In
this
report,
I conclude
that
the
filer
Is
in
compliance
with
Palm
Springs
Municipal
Code
Section
2.60,
except
as
noted
In
the
"comments"
box
below.
Comments: Signature
and
Title
of
Agency's
Final
Reviewing
Official
Item 1L - 53
PUBLIC
INTEGRITY
APPLICANT
DISCLOSURE
Name
(Print
last,
first,
middle
Initial)
E-mail
Address
SCOTT
CLEMMER
[email protected]
Position/Title VICE
PRESIDENT/GENERAL
MANAGER
Address 333
CITY
BLVD
WEST,
ST
1000,
ORANGE,
CA
92868
Work
Phone:
657-221-4400
Reporting
Status
Cell
Phone:
New
Disclosure:
Update:
Every
applicant
that
is
not
an
individual
natural
person,
or
comprised
exclusively
of
natural
persons
with
no
outside
investors,
must
disclose
to
the
City
the
identity
of
each
natural
person
who
holds
or
occupies
a
significant
position
with
respect
to
that
applicant
entity
or
any
entity
that
owns
an
interest
or
derives
profits
with
respect
to
the
applicant
entity,
i.e.,
a
sub-entity. In
addition,
every
applicant
must
disclose
to
the
City
the
identity
of
each
owner
or
investor
who
has
both
of
the
following:
(i)
an
ownership
interest
in
the
applicant
entity
with
a
value
of
two
thousand
dollars
($2,000.00)
or
more,
and
(ii)
a
material
financial
relationship
with
any
official
who
has
the
opportunity
to
vote
upon,
or
advocate
for
a
particular
result
or
outcome
with
respect
to
the
application
in
question.
A
"significant
position"
shall
be
defined
as
follows:
i.
Officers
and
Directors
(in
the
instance
of
a
corporation);
ii.
Members
and
Managers
(in
the
instance
of
limited
liability
company);
or
iii.
Trustees
and
other
Fiduciaries
(in
the
instance
of
a
trust
or
another
organization).
A
"material
financial
relationship"
shall
be
defined
as
a
relationship
between
an
owner
or
investor
on
one
hand,
and
a
voting
or
potentially
advocating
official
on
the
other
hand,
whereby
the
official
has
an
interest
in
the
outcome
of
the
City's
action
upon
the
application
in
question
arising
from
or
related
to
any
of
the
following:
1. Any
business
that
the
owner
or
investor
in
the
applicant
and
the
official
do
together
during
the
year
prior
to
the
filing
of
the
application;
2. Any
income
that
the
official
has
earned
from
the
owner
or
investor
in
the
applicant
entity
during
the
year
prior
to
the
filing
of
application;
3. One
or
more
gifts,
that
the
owner
or
investor
in
the
applicant
has
given
to
the
official
during
a
year
prior
to
the
filing
of
the
application
with
a
total
of
more
than
fifty
dollars;
4. Any
money
or
value
that
the
official
will
or
might
reasonably
be
anticipated
to
gain
or
lose,
based
upon
the
ownership
interest
of
the
owner
or
investor
in
the
applicant
entity,
in
relation
to
the
outcome
of
the
City's
action
upon
the
application.
Item 1L - 54
Organization/
Type
of
organization:
Ownership
Interest:
Position:
No
f {nclude
the
address,
city
and
state
where
the
longer
he
organization
is
located)
held:
1 ENTERPRISE
HOLDINGS,
INC.
100%
600
CORPORATE
PARK
DRIVE
Sole
Member
ST.
LOUIS,
MO
63106
2 3 4 5. 6. I DECLARE
UNDER
PENALTY
OF
PERJURY
UNDER
THE
LAWS
OF
THE
STATE
OF
CALIFORNIA
THAT
THE
FOREGOING
IS
TRUE
AND
CORRECT.
On
the
basis
of
Information
contained
in
this
report,
I conclude
that
the
filer
is
In
compliance
with
Palm
Springs
Municipal
Code
Section
2.60,
except
as
noted
In
the
"comments"
box
below.
Comments: Signature
and
Title
of
Agency's
Final
Reviewing
Official
Item 1L - 55
PUBLIC
INTEGRITY
APPLICANT
DISCLOSURE
Name
(Print
last,
first,
middle
initial)
E-mail
Address
Blum,
Stephen
A.
(on
behalf
of
DTG
Operations,
Inc.)
Stephen
[email protected]
Position/Title
Vice President,
Real
Estate
Address
8501
Williams
Road,
Estero,
Florida
3328
Work
Phone:
239-301-7794
Reporting
Status
Cell
Phone:
781-389-6334
New
Disclosure:
x
Update:
Every
applicant
that
is
not
an
individual
natural
person,
or
comprised
exclusively
of
natural
persons
with
no
outside
investors,
must
disclose
to
the
City
the
identity
of
each
natural
person
who
holds
or
occupies
a
significant
position
with
respect
to
that
applicant
entity
or
any
entity
that
owns
an
interest
or
derives
profits
with
respect
to
the
applicant
entity,
i.e.,
a
sub-entity. In
addition,
every
applicant
must
disclose
to
the
City
the
identity
of
each
owner
or
investor
who
has
both
of
the
following:
(i)
an
ownership
interest
in
the
applicant entity
with
a value
of
two
thousand
dollars
($2,000.00)
or
more,
and
(ii)
a
material
financial
relationship
with
any
official
who
has
the
opportunity
to
vote
upon,
or
advocate
for
a
particular
result
or
outcome
with
respect
to
the
application
in
question.
A
"significant
position"
shall
be
defined
as
follows:
i.
Officers
and
Directors
(in
the
instance
of
a
corporation);
ii.
Members
and
Managers
(in
the
instance
of
limited
liability
company);
or
iii.
Trustees
and
other
Fiduciaries
(in
the
instance
of
a
trust
or
another
organization).
A
"material
financial
relationship"
shall
be
defined
as
a
relationship
between
an
owner
or
investor
on
one
hand,
and
a
voting
or
potentially
advocating
official
on
the
other
hand,
whereby
the
official
has
an
interest
in
the
outcome
of
the
City's
action
upon
the
application
in
question
arising
from
or
related
to
any
of
the
following:
1. Any
business that
the
owner
or
investor
in
the
applicant
and
the
official
do
together
during
the
year
prior
to
the
filing
of
the
application;
2. Any
income
that
the
official
has
earned
from
the
owner
or
investor
in
the
applicant
entity
during
the
year
prior
to
the
filing
of
application;
3. One
or
more
gifts,
that
the
owner
or
investor
in
the
applicant
has
given
to
the
official
during
a
year
prior
to
the
filing
of
the
application
with
a total
of
more
than
fifty
dollars;
4. Any
money
or
value
that
the
official
will
or
might
reasonably
be
anticipated
to
gain
or
lose,
based
upon
the
ownership
interest
of
the
owner
or
investor
in
the
applicant
entity,
in
relation
to
the
outcome
of
the
City's
action
upon
the
application.
Item 1L - 56
Organization/
Type
of
organization:
Ownership
Interest:
Position:
No
f {nclude
the
address,
city
and
state
where
the
longer
he
organization
is
located)
held:
1 DTG
Operations,
Inc.,
an
Oklahoma
corporatio,
100%
owned
by
The
Vice
President,
8501
Williams
Road
Hertz
Corporation
Real
Estate
Estero,
FL
33928
2 Please
find
attached
a
list
of
the
Officers
and
Dir
ectors
of
DTG
Operations,
Inc
.
Our
Board
of
Direc
ors
must
approve
all
changes,
and
we
will
submit
an
updated
list
at
a
later
date
sir
ce
we
are
awaiting
formal
aooroval
of
several
changes.
3 4 5. 6. I DECLARE
UNDER
PENALTY
OF
PERJURY
UNDER
THE
LAWS
OF THE
STATE
OF
CALIFORNIA
THAT
THE
FOREGOING
IS
TRUE
AND
CORRECT.
I Signature
of
Disclosing
P~~
Date May
31,
2020
On
the
basis
of
information
contained
In
this
report,
I conclude
that
the
filer
Is
in
compliance
with
Palm
Springs Municipal
Code
Section
2.60,
except
as
noted
in
the
"comments"
box
below.
Comments: Signature
and
Title
of
Agency's
Final
Reviewing
Official
Item 1L - 57
DTG
OPERATIONS,
INC.
LIST
OF
OFFICERS
&
DIRECTORS
Nante
r , ··i~'.::".D
;;~-~14_~;~
,:,., · ~
.\S
...
, '1tttle
.
6 .tf;l-;~fl/1(
'"j
",ft1rt:::~:~·
)Fi
'lff)'~"
:f:~,,~~~
!~":
il1tl
f,.Bole
~
.:ti
Jackson,
Jamere
Director
Director
Stone,
Paul
Director
Director
Arrington,
Darren
Vice
President
Officer
Blum,
Stephen
A.
Vice
President,
Real
Estate
Officer
Bridges,
Scott
Vice
President,
Franchise
Operations
Officer
Burns,
John
C.
Vice
President
and
Assistant
Treasurer
Officer
Costello,
Lesley
Assistant
Secretary
Officer
Drake,
Julie
Assistant
Secretary
Officer
Drumright,
Janet
L.
Assistant
Secretary
Officer
Dubin,
Clark
Vice
President,
Insurance
Officer
Ergas,
Tim
Vice
President,
Sales
Americas
Officer
Esper,
R.
Eric
Vice
President
Officer
Galainena,
M
David
Vice
President
and
General
Counsel
Officer
Griffith
Spence,
Terai
Assistant
Secretary
Officer
Havis,
Marc
Vice
President,
Global
Tax
Officer
Honor,
Maurice
Vice
President
Officer
Jackson,
Jamere
Vice
President,
Finance
Officer
Jacobs,
Susan
Vice
President,
Brand
Marketing
Officer
Johnson,
Mark
E.
Vice
President
and
Assistant
Treasurer
Officer
Massengill,
Scott
Vice
President
and
Treasurer
Officer
McEvily,
Richard
P.
Vice
President,
Deputy
General
Counsel
Officer
McGinley,
Dennis
Assistant
Secretary
Officer
Oates,
Kennedy
Vice
President,
Procurement
and
GCI
Officer
Potalivo,
Matthew
C
Assistant
Secretary
Officer
Powell,
Shontra
Vice
President,
Sales
Strategy
and
Operations
Officer
Schloss,
Adam
R.
Assistant
Secretary
Officer
Sell,
Monica
Assistant
Secretary
Officer
Item 1L - 58
Silvan, Adam Assistant Secretary Officer
Stone, Paul President Officer
Stuart, Robert J. Vice President Officer
Watson, Albert Assistant Secretary Officer
Weinstein, Michael Vice President Officer
White, Randall Vice President, Labor and Employment Law Officer Effective on May 28, 2020
CITY COUNCIL STAFF REPORT
06/30/2022 1. M.
City Clerk -
SUBJECT
APPROVE A CONTRACT SERVICES AGREEMENT WITH AMADEUS AIRPORT IT AMERICAS, INC. TO PROVIDE A COMMON / SHARED USE PASSENGER
PROCESSING SYSTEM FOR THE PALM SPRINGS INTERNATIONAL AIRPORT
BOARDING GATES
RECOMMENDATION:
Approve a Contract Services Agreement with Amadeus to provide a common/ shared use passenger processing system with support at the Palm Springs International Airport Bono and RJ concourses boarding gates, in an amount not to exceed $568,029 for a three-year term with two one-year options.
1. Authorize the City Manager or designee to execute all documents.2.
Attachments
Item 1M
CITY COUNCIL STAFF REPORT
DAT
E: JUNE 30, 2022 CONSENT CALENDAR
SUBJECT: APPROVE A CONTRACT SERVICES AGREEMENT W ITH AMADEUS AIRPORT IT AMERICAS, INC. TO PROVIDE A COMMON/ SHARED USE
PASSENGER PROCESSING SYSTEM FOR THE PALM SPRINGS
INTERNATIONAL AIRPORT BOARDING GATES
FROM: Justin Clifton, City Manager
BY: Department of Aviation
SUMMARY:
This
item will approve an agreement with Amadeus Airport IT Americas, Inc. (Amadeus) to provide a Common/ Shared Use Passenger Processing System with Support for the boarding gates of the Bono and Regional concourses at the Palm Springs International Airport. This system will optimize the use of gates by providing the ability to accommodate airlines at any gate.
RECOMMENDATION:
1. Appr
ove a Contract Services Agreement (Attachment A) with Amadeus to provide a Common/ Shared Use Passenger Processing System with Support at the Palm Springs International Airport Bono and RJ concourses boarding gates , in an amount not to exceed $568,029 for a three-year term with two one-year options.
2. Authorize the City Manager or Designee to execute all documents.
BUSINESS PRINCIPAL DISCLOSURE:
Acco
rding to the Public Integrity Disclosure included in the response to RFP 11-22 (Attachment B), Amadeus is a Delaware Corporation registered in Florida with a principal place of business in Orlando, Florida.
BACKGROUND:
The P
alm Springs International Airport has been using an airline-specific D eparture Control System (DCS) which allows airlines to use proprietary equipment at designated boarding gates. This has been a method preferred by airlines, however, this restriction of gates to specific airlines can result in gates being unoccupied while aircraft wait to be Item 1M - 1
City Council Staff Report
June 30, 2022 -- Page 2
Agreement with Amadeus for Common/shared Use System at Airport Boarding Gates accommodated. As demand increases, the Airport is in need of a more flexible method to optimize gate assignment. The solution is to install a Common/ Shared Use Passenger System at all boarding gates of the Bono and Regional concourses. In the future, such a system will be considered at the ticket counters and in baggage claim.
STAFF ANALYSIS:
At
the Palm Springs International Airport , g ate assignment at dedicated gates has historically been preferred by the airlines , as they have considered it to be a passenger convenience.
The increase of flight operations at the Palm Springs International Airport over the past couple years has brought the Airport t o the conclusion that dedicated gate usage by individual airlines is no longer a viable solution: gates can be vacant while aircraft wait for qualified gates or must be relocated to ground boarding positions. This difficulty is intensified when irregular operations occur, and time is of the essence to turn an aircraft around promptly.
Discussions with airlines regarding common use have taken place over the years , in particular during the remodeling of the Airport ticket wing. While airlines are not ready at this time to implement the Common Use System at the ticket counters, they agree to switch to common use at the boarding gates to improve overall on time performance and customer satisfa ction. The common use service platform will offer a portal to each individual airline DCS. With common use, the Airport gains the advantages of mobility, operational agility, and reduced Airport infrastructure costs.
The Procurement and Contracting Department worked closely with the Aviation Department to develop the specifications to conduct a formal Request for Proposals (RFP 11-22) process . The RFP was advertised on the PlanetBids website and in the local newspaper.
The Procurement Department received four proposals . The evaluation committee , consisting of the Airport and Information Technology St aff, evaluated the proposals against the criteria published in the RFP , which included fi rm’s experience, staff’s experience, understanding of the scope, local preference, and price. The selection committee recommends award of the contract to A madeus as the highest scoring proposer. Amadeus has a cloud-based platform that has proven successful at many airports throughout the country, and it is preferred by many of the airlines that use the Palm Springs International Airport.
The cost for the installation of the system inclusive of all materials, labor, and expenses for the 36 boarding positions amounts to $ 373,279. Maintenance and support costs amounts to $38,950 yearly for the three years of the agreement , for an initial agreement total of $490,129. Two additional optional years of maintenance and support at $38,950 each would bring the total cost to $568,029.
Item 1M - 2
City Council Staff Report
June 30, 2022 -- Page 3
Agreement with Amadeus for Common/shared Use System at Airport Boarding Gates If approved by City Council, work is expected to commence on July 1, 2022, and shall be completed by October 30, 2022, in order to be fully operational by November 1, 2022.
However, depending on equipment availability, it may be possible for work to commence at an earlier date. Upon approval of the contract, the Airport will work with Amadeus to verify equipment availability to potentially accommodate an earlier commencement date.
In addition, Amadeus will work with the Airport to identify an installation and cutover plan that will minimize disruption to the airlines and PSP.
Amadeus and the airlines’ network engineers will collaborate to enable connectivity to the airlines’ host DCSs, and the Airport will have the ability to accommodate future expansion of the Common Use System to ticket counter and baggage claim counter positions.
ALIGNMENT WITH STRATEGIC PLANNING:
Thi
s item supports the City Council Priority of Good Governance.
FISCAL IMPACT:
Funds
for the Amadeus Common Use System and maintenance support are available in Airport Account 4167065.80000.
REVIEWED BY:
Department Director: Harry Barrett, Jr.
City Attorney: Geremy Holm – Jeff Ballinger
Procurement & Contracting Manager: Kim Baker
City Manager: Justin Clifton
ATTACHMENTS:
A. Cont
ract Services Agreement with Amadeus Airport IT Americas, Inc.
B. Response from Amadeus Airport IT Americas, Inc. to RFP 11-22 including Public Integrity Business Disclosure
Item 1M - 3
ATTACHMENT A
CONTRACT SERVICES AGREEMENT NO. A9154
WITH AMADEUS AIRPORT IT AMERICAS, INC.
Item 1M - 4
CONTRACT SERVICES AGREEMENT A9154
COMMON-SHARED USE PASSENGER PROCESSING SYSTEM & SUPPORT
THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on _____________, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Amadeus Airport IT Americas, Inc., a Delaware corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.
RECITALS
A. City requires the services of an Aviation Software Solution agreement for a common shared use passenger processing system with support, (“Project”).
B. Contractor has submitted to City a proposal to provid e a common shared use passenger processing system with support, under the terms of this Agreement.
C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project.
D. City desires to retain the services of Contractor for the Project.
NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. CONTRACTOR SERVICES
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as E xhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions . In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern.
1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.
Item 1M - 5
1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement.
2. TIME FOR COMPLETION
The time for completion of the Services to be performe d by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay.
3. COMPENSATION OF CONTRACTOR
3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $568,029.00.
3.2 Method of Payment . In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice , no later than the first working day of such month , in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice.
3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to d ocuments, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession.
3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City.
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer.
4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a For ce Majeure Event if Item 1M - 6
Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authori ty. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation.
Notwithstanding the foregoin g, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 3 years unless extended by mutual written agreement of the Parties.
4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City . Upon receipt of the notice of terminati on, Cont ractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.
5. COORDINATION OF WORK
5.1 Representative of Contractor . The following principal of Contractor is designated as being the prin cipal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Chris Keller, Vice President. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal s hall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.
5.2 Contract Officer . The Contract Officer shall be the City Manager or his/her designee ("Contract Officer") . Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall Item 1M - 7
refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.
5.3 Prohibition Against Subcontracting or Assignment . The experience, knowledge, education, capability, and reputation of Contractor, its principals, and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed.
Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City.
5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode , or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with onl y such obligations as are consistent with that role ; however, City shall have the right to review Contractor’s work product, result, and advice . Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City.
Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respectin g such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner.
5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor.
Name: Title:
Chris Keller – Vice President (Project Sponsor)
Jeff Shull – Vice President (Program Director)
Mark Sapp – Director, Account Management and Business Development James Rytlewski – Project Manager
Nick Samaha – Airline Application Integration Manager
Ray Vecchiarelli – Vice President (PSP Systems Rollout Manager) Richard Calderon – Regional Support Manager (Training and Support)
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5.6 California Labor Code Requirements.
A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an ap plicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcon tractors performing such Services must be registered with the Department of Industrial Relations.
Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with al l applicable registration and labor compliance requirements.
6. INSURANCE
Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference.
7. INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses incl uding legal costs and att orney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included) , for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against t he Indemnified Item 1M - 9
Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.
7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement , and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
7.3 Limited Liability. Contractor shall not be liable to Palm Springs Airport (or to any third parties using the System) for the following loss and damage (including costs and expenses relating to or arising out of such loss and damage) whether arising from contract, tort (including negligence), breach of statutory duty, contribution, or otherwise:
a. indirect loss, incidental loss, collateral loss or consequential loss. b. exemplary, punitive or special damages.
c. lost revenue, profits.
d. lost anticipated savings.
e. lost goodwill or reputation; and/or
f. lost management time
The aggregate liability of Contractor, and its Affiliates, collectively to Palm Springs Airport and any third party using the System, collectively, whether arising from contract, tort (including negligence), breach of statutory duty, contribution, or otherwise, and regardless of the form of the action or the theory of recovery, for all claims asserted in respect of losses under or in connection with t he System, shall not exceed Two Million US Dollars (USD 2,000,000) (“Liability Cap”).
Contractor does not exclude or limit its liability to Palm Springs Airport and any third party using the System, in respect of losses arising in respect of:
a. intentional or gross negligence conduct of Contractor b. fraud.
c. death or bodily injury caused by negligence.
d. any liability which by law cannot be excluded or limited.
8. RECORDS AND REPORTS
8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement , or as the Contract Officer shall require.
8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertainin g in any way to this Agreement.
Contractor shall keep such books and records as shall be necessary to properly perform the Item 1M - 10
Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit , and make records and transcripts from such records.
8.3 Ownership of Documents . All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City . Contractor shall deliver all above -referenced documents to City u pon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents.
8.4 Release of Documents . All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.
8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and insp ect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting p rinciples and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.
9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiat ion between the Parties.
Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting Party on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of City shall be deemed to waive or render unnecessary C ity’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of Item 1M - 11
any default must be in writing . No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.
9.4 Rights and Remedies are Cumulative . Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative . The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non -judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.
10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non-Liability of City Officers and Employees . No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement.
10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the ter m of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.
10.3 Covenant Against Dis crimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment 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”). Contractor 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, C ontractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor 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 Contractor 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.
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11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing.
To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: Amadeus Airport IT Americas, Inc.
Attention: Chris Keller – Vice President
501 West Church Street
3rd Floor
Orlando, FL 32805
11.2 Integrated Agreement . This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement.
11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties.
11.4 Severability. Whenever possible, each provision of this Agr eement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties.
11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.
11.6 Third Party Beneficiary . Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a part y to this Agreement.
11.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.
11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.
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11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
11.20 Civil Rights Provisions . The Contractor shall comply with all Civil Rights Provisions attached hereto as Exhibit “C” and incorporated herein by this reference.
[SIGNATURES ON NEXT PAGE]
Item 1M - 14
SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF PALM SPRINGS AND AMADEUS AIRPORT IT AMERICAS, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
CONTRACTOR:
By: _____________________________ By: _____________________________ Signature Signature
(2nd signature required for Corporation)
Date: ___________________________ Date: ___________________________
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: _______ Item No. ________ Agreement No. 9154
APPROVED AS TO FORM: ATTEST:
By: _____________________________ By: _____________________________ Jeffrey S. Ballinger, Monique Lomeli,
City Attorney Acting 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
Item 1M - 15
EXHIBIT “A”
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
Item 1M - 16
1.1 Scope:
A. SPECIFICATION REQUIREMENTS
a. General
i. Contractor shall deliver fully tested Common/Shared Use Passenger Processing System configured to meet the requirements of the airport. ii. The Contractor shall provide telephone, email, and web -portal support 24hours/seven days a week within specified resolution times. iii. Contractor must include and provide thorough user training sufficient for operators to be fully aware of software capabilities and limitations. iv. The Contractor shall be responsible to ensure that all its systems interface successfully with airline systems to meet operational needs.
b. System Requirements
i. General:
1. Supported airlines Should include, AHA!, Air Canada, Alaska, Allegiant, American, Delta, Flair, JetBlue, Southwest, Sun Country, United, WestJet, Swoop and the ability to expand additional airlines to be determined. An additional test company should be setup for troubleshooting.
2. The system should have equipment to run a minimum of 36 positions with the ability to expand.
3. The system must provide the capability for airlines to share ticket counter and boarding gate positions by providing secure applications to access their native, non-emulated host systems and applications; or must be a fully compliant CUPPS IATA RP1797 solution (latest version).
4. The system shall ensure that the airport will be able to take advantage of the latest technologies and upgrade features offered at the time of this award.
ii. Flight Information Display System (FIDS):
1. The System must be fully integrated with the airport’s FIDS system.
2. The airports FIDS provider is SITA (formerly COMNET).
3. The System should be fully capable of displaying custom airline information and logos at gates, counters and baggage claim. iii. VOIP:
1. The System must support voice over internet protocol systems.
2. The System must integrate with existing Mitel VOIP System. iv. Hardware:
1. Contractor shall provide all hardware to include, but not limited to:
a. Boarding pass printers.
b. Bag tag printers.
c. LaserJet document printers.
d. MSR/OCR keyboards.
e. Boarding pass readers (fixed and portable as required).
2. Bag printers shall support RFID
3. Contractor shall provide one spare for each hardware device.
Item 1M - 17
v. Software:
1. Contractor shall provide all software and licensing for a fully implemented system.
vi. Security:
1. Contractor’s system shall meet or exceed the ISO 27001 Certification.
2. Contractor’s system shall meet or exce ed FIPS 140 compliance standard.
3. Contractor’s system shall be PCI compliance certified.
4. Contractor shall update system and all components on a monthly schedule to include any applicable security patches.
c. Service Level Agreement
1. Critical:
a. Definition: System is unavailable, resulting in a critical impact on the operation. No workaround is available.
b. Response: Less than one hour
c. Effort: At least one person working continuously
2. Serious:
a. Definition: The system is available, but its operation is severely restricted. No workaround is available.
b. Response: Less than two hours
c. Effort: At least one person working continuously
3. Low – to-Moderate
a. System: is available with limitations that are not critical to the overall operation.
b. Response: 1 Business Day
c. Effort: Work effort to be mutually agreed upon
B. ADDITIONAL OPTIONS
a. Common Use Kiosks
i. Contractor shall provide optional pricing for a passenger self-service kiosk supporting all PSP airlines.
C. EXCLUSIONS AND AIRPORT PROVIDED ITEMS
a. Airport to provide the following:
i. Network Cabling.
ii. Internet connectivity.
iii. Cabinetry/counter inserts needed based on the specifications provided by the Vendor.
iv. Network switches, network cabinets and associated network equipment. v. Electrical power outlets
vi. FIDS Displays and controllers.
1.2 Schedule:
Work is expected to commence on July 1, 2022, and shall be completed by October 30, 2022, to be fully operational by November 21, 2022. However, depending on equipment availability, it may be possible for work to comme nce at an earlier date. The Airport will work with Amadeus to verify equipment availability to potentially accommodate an earlier Item 1M - 18
commencement date. In addition, Amadeus will work with the Airport to identify an installation and cutover plan that will minimize disruption to the airlines and PSP
1.3 Compensation:
Work will be compensated on a lumpsum basis. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope including annual maintenance of system for the first three years. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.
Item 1M - 19
Item 1M - 20
ATTACHMENT "F" (BAFO)
COST PROPOSAL
REQUEST FOR PROPOSAL (RFP 11-22)
COMMON-SHARED USE PASSENGER PROCESSING SYSTEM & SUPPORT ITEM DESCRIPTION Unit of Measure TOTAL
1 System Installation: Inclusive Lumpsum $373,279
of all materials, labor, and
expenses.
2 Yearly Maintenance & Lumpsum $ 38,950
Support: Year 1
3 Yearly Maintenance &
Support:Year2
Lumpsum $ 38,950
3 Yearly Maintenance & Lumpsum $ 38,950
Support: Year 3
Optional Yearly Maintenance & Lumpsum $ 38,950
Support: Year 4
Optional Yearly Maintenance & Lumpsum $ 38,950
Support: Year 5
Total $568,029
Certified by: Betros Wakim President
Firm Name:Amadeus Airport IT Americas, Inc.
Signature of Authorized Person: -a~z_._£-___________ _
Printed Name: _C_h_ris_Ke_l_le_r _______________ _
Title: Vice President
Date: April 26, 2022
EXHIBIT “B”
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
Item 1M - 21
INSURANCE
1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City , and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elect ed officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.
2. Minimum Scope of Insurance . The minimum amount of insurance requir ed under this Agreement shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate;
2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence;
3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is:
_________ required
___x_____ is not required;
4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self -insurance maintained by City and it s respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers.
4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) t o maintain professional liability insurance coverage Item 1M - 22
with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.
5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City.
6. Verification of Coverage. Contractor shall furnish City with b oth certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate:
A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).
B. "This insurance is primary and non -contributory over any insurance or self - insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).
C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuin g company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out.
D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies.
All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with Item 1M - 23
authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them.
7. Deductibles and Self -Insured Retentions . Any deductibles or self -insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elec ted officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions.
8. Severability of Interests (Separation of Insureds) . This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability.
Item 1M - 24
EXHIBIT “C”
CIVIL RIGHTS PROVISIONS
GENERAL CIVIL RIGHTS PROVISIONS
The Contractor agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance.
This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.
A 6 . 4 . 1 . T i t l e V I C l a u s e s f o r C o m p l i an c e w i t h N o n d i s c r i m i n a t i o n R e q u i r e m e n t s The sponsor must include this contract clause in:
1) Every contract or agreement (unless the sponsor has determined, and the FAA concurs, that the contract or agreement is not subject to the Nondiscrimination Acts and Authorities); and
2) Service contracts with utility companies that are not already subject to nondiscrimination requirements.
Compliance with Nondiscrimination Requirements:
During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”), agrees as follows:
1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract.
2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, 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.
The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract 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 the Contractor 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 the Contractor of the contractor’s obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.
4. Information and Reports: The Contractor 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 Item 1M - 25
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 a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor 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 a Contractor’s noncompliance with the non- discrimination provisions of this contract, the sponsor 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 the Contractor under the contract until the Contractor complies; and/or
b. Cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The Contractor 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. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.
A 6 . 4 . 5 T i t l e V I L i s t o f P e r t i n e n t N o n d i s c r i m i n a t i o n A c t s a n d A u t h o r i t i e s
Insert this list in every contract or agreement, unless the sponsor has determined and the FAA concurs, that the contract or agreement is not subject to the Nondiscrimination Acts and Authorities. This list can be omitted if the FAA has determined that the contractor or company is already subject to nondiscrimination requirements.
Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees to comply with the following non- discrimination statutes and authorities; including but not limited to:
• Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; Item 1M - 26
• The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub- recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 e Item 1M - 27
ATTACHMENT B
RESPONSE FROM AMADEUS AIRPORT IT
AMERICAS, INC. TO RFP 11-22 INCLUDING
PUBLIC INTEGRITY BUSINESS DISCLOSURE
Item 1M - 28
RFP 11-22: Common/Shared Use Passenger Processing System and Support 14 March 2022 amadeus.com