Agenda packet — Palm Springs City Council, January 28, 2026 (part 2 of 4)

EXHIBIT “D”

CERTIFICATION
LABOR CODE - SECTION 1861
I, the undersigned Contractor, am aware of the provisions of Section 3700, et seq., of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract.

QUINN COMPANY DBA QUINN POWER SYSTEM

By:

Signature

Name (print)

Title (print)

Title (Print)

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EXHIBIT “E”

PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/Public- Works/PublicWorks.html for additional information.

No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work.

Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations.

Small Project Exemption: Yes or No
Unless Contractor is exempt pursuant to the small project exemption, Contractor further acknowledges:

1. Contractor shall maintain a current DIR registration for the duration of the project.

2. Contractor shall include the requirements of Labor Code sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project.

3. Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive.

Name of Contractor:

DIR Registration Number:

DIR Registration Expiration:

Name of Contractor
Signature
Name and Title
Dated

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EXHIBIT “F”

PAYMENT AND PERFORMANCE BONDS

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PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the City of Palm Springs (hereinafter referred to as “City”) has awarded to QUINN COMPANY DBA QUINN POWER SYSTEMS (hereinafter referred to as the “Contractor”) an agreement for PALM SPRINGS ANIMAL SHELTER GENERATOR AND TRANSFER SWITCH (hereinafter referred to as the “Project”).

WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated February 2, 2026, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, QUINN COMPANY DBA QUINN POWER SYSTEMS the undersigned Contractor and as Surety, a
corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of Two Hundred Forty- Eight Thousand Eight Hundred Thirty Dollars and Thirty-Two Cents ($248,813.32), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements i n the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one-year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officers and agents, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by City, during w hich time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship, Surety shall undertake and faithfully fulfill all such obligations. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15.

Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option:

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(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the City to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project, including but not limited to the provisions of sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this day of , 20 ).
(Corporate Seal)
Contractor/ Principal
By
Title

(Corporate Seal)
Surety

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By
Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.
(Attach Attorney-in-Fact Certificate) Title
The rate of premium on this bond is per thousand. The total amount of premium charges, $ .
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
(Name and Address of Surety)

(Name and Address of Agent or
Representative for service of
process in California, if different
from above)
(Telephone number of Surety
and Agent or Representative for
service of process in California)

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Notary Acknowledgment
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.

STATE OF CALIFORNIA

COUNTY OF
On , 20 , before me, , Notary Public,
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 authorized 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer
Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above

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PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the City of Palm Springs (hereinafter designated as the “City”), by action taken or a resolution passed January 28, 2026, has awarded to QUINN COMPANY DBA QUINN POWER SYSTEMS hereinafter designated as the “Principal,” a contract for the work described as follows:

PALM SPRINGS ANIMAL SHELTER GENERATOR AND TRANSFER SWITCH (the “Project”); and
WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated February 2, 2026 (“Contract Documents”), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and as Surety, are held and firmly bound unto the City in the penal sum of Two Hundred Forty -Eight Thousand Eight Hundred Thirteen Dollars and Thirty-Two Cents ($248,813.32) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses.

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any

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scheme or work of improvement herein above described, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this day of , 20 .
(Corporate Seal)
Contractor/ Principal
By

Title

(Corporate Seal) Surety
By

Attorney-in-Fact
Title
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so much be attached hereto.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

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STATE OF CALIFORNIA

COUNTY OF
On , 20 , before me, , Notary Public,
personally
appeared , who proved to me on the basis of satisfactory

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above

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Exhibit “G”

FLEET COMPLIANCE CERTIFICATION

Contractor hereby acknowledges that they have reviewed the California Air Resources Board’s policies, rules and regulations and are familiar with the requirements of Title 13, California Code of Regulations, Division 3, Chapter 9, effective on January 1, 2024 (the “Regulation”). Contractor hereby certifies, subject to penalty for perjury, that the option checked below relating to the Contractor’s fleet, and/or that of their subcontractor(s) (“Fleet”) is true and correct:

The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto.

The Fleet is exempt from the Regulation under section 2449.1(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto.

Contractor and/or their subcontractor is unable to procure R99 or R100 renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Contractor shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third party correspondence or vendor bids).

The Fleet is exempt from the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(18). Contractor shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to section 2449(i)(4).

The Fleet does not fall under the Regulation or are otherwise exempted and a detailed reasoning is attached hereto.

Name of Contractor: _____________________________________________

Signature: __________________________________________________

Name: __________________________________________________

Title: __________________________________________________

Date: __________________________________________________

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EXHIBIT “H”
EXECUTIVE ORDER N-6-22 CERTIFICATION

Executive Order N -6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.

Executive Order N -6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or
(2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals.

The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N -6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California.

Signature:

Printed Name:

Title:

Firm Name:

Date:

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Attachment B
Public Integrity Disclosure

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CITY COUNCIL STAFF REPORT
DATE: JANUARY 28, 2026 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 2 TO CONCESSION AGREEMENT NO. 23P069 FOR AIRPORT DISPLAY ADVERTISING WITH FUSE CONNECT,

LLC FOR SPONSORSHIP AND MANAGEMENT OF VACANT TERMINAL

BUILDING SPACE AND ADDITIONAL CAPITAL INVESTMENT AT THE

PALM SPRINGS INTERNATIONAL AIRPORT
FROM: Scott C. Stiles, City Manager
BY: Department of Aviation
SUMMARY:

This action will approve Amendment No. 2 to Concession Agreement No. 23P069 for Airport Display Advertising with Fuse Connect, LLC (Fuse) for sponsorship and management of vacant terminal building space and capital investment of fifty thousand dollars ($50,000) toward the remodeling, improvement, and customization of the terminal building space at the Palm Springs International Airport (Airport).

RECOMMENDATION:

1. Approve Amendment No. 2 to Concession Agreement No. 23P069 for Airport Display Advertising with Fuse Connect, LLC for sponsorship and management of vacant terminal building space and capital investment of $50,000 at the Palm Springs International Airport.

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

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B), Fuse Connect, LLC is a Limited Liability Company registered in the state of California with principal offices in Orange, CA and possesses a license to do business in the City of Palm Springs.

BACKGROUND:

In 2020, the Airport closed certain facilities due to the Covid Pandemic. The Bistro Restaurant, also known as the Cocktail Lounge, was one of the facilities closed, in order

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City Council Staff Report
January 28, 2026 -- Page 2
Amendment No. 2 to Display Advertising Concession Agreement 23P069 with Fuse Connect, LLC to comply with State and local Health and Safety directives. The approximate 580 square feet of Terminal Building space has remained unoccupied since that time and has not generated revenue since 2020 (Illustration 1 and Photo 1 below).

Illustration 1 Photo 1

On April 27, 2023, City Council awarded a contract to Fuse Connect, LLC (Fuse), Agreement No. 23P069, Attachment C, a three-year Display Advertising Concession Agreement effective July 1, 2023, through June 30, 2026, with two one-year renewal options at the City's discretion. Under the Agreement, the Airport receives 57% of gross revenues generated through the advertising program (Table 1 below).

Table 1

FUSE CONNECT, LLC
Calendar Year Gross Revenues Airport (57%)
2023 $406,240 $231,557
2024 $1,496,557 $855,591
2025^ $1,375,641 $784,645
^ - Revenues through November 2025
STAFF ANALYSIS:

Terminal Building space leased for aeronautical and non-aeronautical purposes at the Airport has a rental rate of $181.03 per square foot. Consequently, the 580 square feet of Terminal Building space could potentially generate up to $104,997.40 a year.

Under the Display Advertising Concession Agreement, Fuse holds exclusive advertising rights in all assigned areas throughout the terminal and is authorized to develop a comprehensive advertising program.

Fuse is authorized to pursue sponsorship and naming rights for airport services, facilities, and venues, and to develop unique partnerships that include special events, product demonstrations, and strategic product placement. As part of the agreement, Fuse is required to complete a minimum capital investment. As of July 1, 2025, Fuse has completed their required $350,000 minimum capital investment. In Amendment No. 2,

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City Council Staff Report
January 28, 2026 -- Page 3
Amendment No. 2 to Display Advertising Concession Agreement 23P069 with Fuse Connect, LLC Fuse commits to an additional $50,000 capital investment to remodel, improve, and customize the space for a future sponsor of the Terminal Building space.

In preparation for Fuse taking on the management and future remodel, improvement, and customization of the Terminal Building space, the City agrees to demolish and remove any existing fixtures, interior partitions, walls, ceilings, and flooring of the space.

On July 16, 2025, the Airport Commission unanimously approved support of Airport staff extending the Airport Display Advertising Concession Agreement with Fuse Connect, LLC through the issuance of two (2) one-year extension letters to support the sponsorship of the vacant terminal space.

ENVIRONMENTAL ASSESSMENT:

In accordance with the California Environmental Quality Act (“CEQA”) Guidelines Section 15303 “New Construction or Conversion of Small Structures”, Class 3 projects consist of construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities in small structures; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the structure. Therefore, Staff has determined that the future Terminal Building remodeling is considered categorically exempt from CEQA.

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

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City of Palm Springs’ Strategic Plan Broad Goals of Infrastructure and Facilities and Economic Development, and it also supports the Airport's 2025-2029 Strategic Plan’s Strategic Priorities for Infrastructure.

FISCAL IMPACT:

Approval of this action will result in the generation of annual Airport Revenues in the amount of approximately $77,000 for to Airport Fund 415.38115 – Advertising.

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City Council Staff Report
January 28, 2026 -- Page 3
Amendment No. 2 to Display Advertising Concession Agreement 23P069 with Fuse Connect, LLC

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City Council Staff Report
January 28, 2026 -- Page 4
Amendment No. 2 to Display Advertising Concession Agreement 23P069 with Fuse Connect, LLC REVIEWED BY:

Department Director: Harry Barrett Jr.

Deputy City Manager: Geremy Holm
City Manager: Scott Stiles

ATTACHMENTS:

A. Amendment No. 2 to Concession Agreement 23P069
B. Public Integrity Disclosure Form
C. Agreement 23P069
D. Amendment No. 1 to Concession Agreement 23P060

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ATTACHMENT A
AMENDMENT NO. 2 TO
CONCESSION AGREEMENT 23P069

WITH FUSE CONNECT, LLC

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AMENDMENT NO. 2 TO AGREEMENT NO. 23P069 CONCESSION AGREEMENT FOR AIRPORT DISPLAY ADVERTISING BETWEEN THE CITY PALM SPRINGS AND FUSE CONNECT, LLC 1. Parties and Date. This Amendment No. 2 to Agreement No. 23P069 is made and entered into as of December 1, 2025 2. Recitals. 2.1 Agreement. The City and Concessionaire have entered into Agreement No. 23P069 the Palm Springs International Airport. Contract Term: July 1, 2023 to June 30, 2028, as amended by mutual consent. 2.2 Amendment No. 1. The City and Concessionaire desire to amend the Agreement to revise the scope of work to add an additional three months for the procurement and installation of the remaining advertising fixtures for the baggage claim hallway. 2.3 Amendment No. 2. The City and Concessionaire desire to amend the Agreement to revise the scope of work to add management of terminal building space for the purpose of securing sponsorship. 2.4 Amendment Authority. This Amendment No. 2 is authorized pursuant to Sections 3.1.1 and 23.3 of the Agreement. 3. Terms. 3.1 Amendment to Scope of Work. Section 1.2 L(4) is hereby revised to add management of terminal building space for the purpose of sponsorship. 3.2 hereto to this Amendment and incorporated by this reference, is hereby added to the Agreement. 3.3 Addition of Section 23.19 to the Agreement. Section 23.19 is hereby added to the Agreement to read as follows: 23.19 Terminal Building Space 23.19.1 Terminal Improvements and Remodel Investment

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The terminal building space allocated to Fuse is defined and described in Exhibit Blank Slate Space, attached hereto and incorporated herein by this reference. Fuse shall contribute an investment of Fifty Thousand Dollars ($50,000) toward the remodeling, improvement, and customization of the Blank Slate Space for sponsorship and branding Terminal All plans, specifications, and materials relating to the Terminal Improvements shall be submitted to the City for review and written approval prior to commencement of any work, which approval shall not be unreasonably withheld, conditioned, or delayed. Following approval of the plans, Fuse shall commence fabrication or construction of the Terminal Improvements within sixty (60) days after (a) receiving written notice from the City confirming that the terminal building space has been delivered in blank slate condition, or (b) receiving all required permits and approvals, whichever occurs later. Fuse shall diligently pursue completion of the Terminal Improvements and shall substantially complete construction within one-hundred eighty (180) days thereafter. For the purpose of this section, any delays incurred as a result of City inspections or approvals required during fabrication or construction shall not count against the one-hundred eighty (180) days requirement. Fuse shall be responsible for ensuring that all Terminal Improvements are constructed in compliance with applicable laws, building codes, and airport operational requirements. Fuse shall coordinate its construction schedule and activities with the City and comply with all airport operational, safety, and security requirements. The City shall provide Fuse with reasonable access to the Premises during normal construction hours and shall cooperate in facilitating any necessary inspections or approvals. 23.19.2. Preparation of Blank Slate Space The City agrees to, at its sole cost and expense, demolish and remove any existing fixtures, interior partitions, walls, ceilings, flooring, and other interior improvements within the terminal building space Blank Slate Space. The purpose of such demolition shall be to deliver the terminal building space to Fuse in a tenant improvement work. All demolition work shall be performed in compliance with applicable laws, building codes, and environmental regulations, and shall include the proper capping or termination of all utilities (including electrical, plumbing, and HVAC connections) to The City shall complete such demolition and preparation work by a mutually agreed-shall provide Fuse with reasonable prior notice of completion, at which time the parties shall conduct a joint inspection to confirm that the Premises have been delivered in the agreed-upon blank slate condition.

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3.4 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement, as previously amended, remain in full force and effect, and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term it shall mean the Agreement as amended by this Amendment No. 2. 3.5 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 3.6 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.7 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE]

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_________________
SIGNATURE PAGE TO AMENDMENT NO. 2 TO CONCESSION AGREEMENT NO. 23P069 BY AND BETWEEN THE CITY OF PALM SPRINGS AND FUSE CONNECT, LLC IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 as of the dates stated below. CONCESSIONAIRE: By: ___________________________ By: _____________________________ Signature Signature (2nd signature required for Corporations) Date: _________________________ Date: __________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: ___ Item No. ___ APPROVED AS TO FORM: ATTEST: By: By: City Attorney City Clerk APPROVED: By: Date: City Manager over $50,000 Deputy/Assistant City Manager up to $50,000 Director up to $25,000 Manager up to $5,000

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EXHIBIT D BLANK SLATE SPACE TERMINAL BUILDING 580.49 SQUARE FEET

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ATTACHMENT B

PUBLIC INTEGRITY BUSINESS DISCLOSURE

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Confirmed with S. Jacobson, CEO that no
changes as of 12/15/2025

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ATTACHMENT C
Concession Agreement
No. 23P069

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-1-

AIRPORT DISPLAY ADVERTISING

CONCESSION AGREEMENT

PALM SPRINGS INTERNATIONAL AIRPORT

This Concession Lease Agreement ("Agreement') is made and entered into effective this 1st day of July 2023 (the "Effective Date") by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Fuse Connect, LLC., a Limited Liability Corporation ("Concessionaire").

RECITALS
A. The City owns and operates Palm Springs International Airport ("Airport") located in Palm Springs, California for the convenience of the general public.

B. The City has determined that it is desirable to have a high quality, professionally designed and managed advertising concession that will maximize advertising revenues, facilitate passenger flow and be architecturally compatible with the Airport as outlined in the Scope of Work (Exhibit “A”).

C. In response to a Request for Proposals, the Concessionaire has submitted a proposal to develop and manage the display advertising Concession at the Airport.

D. The City approved the selection of the Concessionaire to operate and manage the display advertising concession on the Airport.

NOW, THEREFORE, in consideration of the mutual covenants, terms, conditions, privileges, obligations and agreements herein contained, and other valuable considerations, the City and the Concessionaire hereby mutually undertake, promise and agree, as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions. Except as otherwise clearly indicated by the context, the following words, terms and phrases wherever used in this Agreement shall, for the purpose of this Agreement, have the following meanings:

1.1.1 "Advertisements" means advertising copy, advertising materials, and any manner of commercial presentation.

1.1.2 "Agreement Year" means the twelve month period from July 1, 2023 to June 30, 2024 of each year of the Term.

1.1.3 Airport" means the Palm Springs International Airport.

1.1.4 “Airport Director” means the Airport Director of the Palm Springs International Airport.

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1.1.5 "Assigned Area(s)" means the areas at the Airport shown on Exhibit "B" to this Agreement that the Concessionaire is authorized to use for the operation of the Concession as provided in this Agreement.

1.1.6 "City" means the City of Palm Springs, a California charter city and the owner and operator of the Palm Springs International Airport and governed by the City Council of the City of Palm Springs.

1.1.7 "City Manager" means the City Manager of the City or the designee or designees of the City Manager.

1.1.8 "Effective Date" means July 1, 2023.

1.1.9 "Concession" means the right, privilege, and obligation to develop, maintain and operate the Program pursuant to Section 3.1 of this Agreement and subject to all requirements and limitations provided in this Agreement.

1.1.10 "Concessionaire" means Fuse Connect, LLC. and includes its contractors, employees, partners, invitees, agents, or anyone operating on behalf of the Concessionaire.

1.1.11 "Advertiser" means any person or entity that contracts with the Concessionaire for the provision of advertising services of any kind at the Airport.

1.1.12 "Fixed Improvement" means any alteration, addition, annexation or improvement to the Assigned Areas or a portion thereof. This includes all commercial advertising displays, including, but not limited to: flat screen cases, free-standing displays, wall mounted displays, dioramas, interactive kiosks, brochure racks, digital adv ertising media, and other similar advertising for the purpose of promoting or displaying the products or services of various industries, manufacturers, companies, agencies, and persons.

1.1.13 "Gross Revenues" means all monies or other consideration paid to or payable, cash or credit, to Concessionaire for sales made and for services rendered at or from the Airport, regardless of when or where the order therefore is received, or delivered, whether on a cash basis or credit. Each sale upon installment or credit shall be treated as a sale for the full price in the month during which such sale shall be made, irrespective of the time when any payment is received. There shall be allowed, when properly recorded and accounted for as a reduction from Gross Revenue the following:
(a) Amounts owed which Concessionaire deems un- collectible after diligent collection efforts. In no event shall more that 2.5% of Concessionaire's Gross Revenue be deducted from total revenues as "bad debts." When Concessionaire after diligent collection efforts is unable to collect amounts due from an advertiser upon which Concessionaire had previously based Percentage Fee payments, such bad debts shall be deemed uncollectible and an appropriate adjustment shall be made in Concessionaire's subsequent st atements and Percentage Fee submissions. The uncollectible bad debts will be accrued and deducted from the Concessionaire's Percentage Fee at such time as Concessionaire commences paying such Percentage Fee. If Concessionaire collects bad debts after adjus tments are made to Gross DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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Revenues, then an appropriate adjustment shall be made to subsequent revenue statement and Percentage Fee submission. This adjustment shall exclude external collection costs.
(b) Sales or excise taxes that are imposed by law and paid t o a government entity. This provision shall not allow Concessionaire to exclude from Gross Revenues the concession fees.
(c) The actual amount of a credit or refund given to an advertising customer resulting from the delay in the commencement of the advertis ing display provided such delay was not caused by Concessionaire.
(d) The phone/data communication service charges are excluded from the Definition of gross revenue.

1.1.14 "Hazardous Materials" means any substance, chemical, or waste which at any time shall be defin ed as hazardous, toxic, or dangerous under applicable federal, state or local laws or regulations that govern (1) the existence, cleanup, or remedy of contamination on property; (2) the protection of the environment from spilled, deposited, or otherwise emplaced contamination; (3) control of hazardous wastes; or (4) the use, generation, transport, treatment, removal, or recovery of hazardous substances, including building materials.

1.1.15 "Minimum Capital Investment" means at least $350,000 for the cost paid to contractors and/or subcontractors for improvements, furnishings, fixtures, and equipment (exclusive of leased equipment) required under the Program. The term "Minimum Capital Investment" includes architectural and engineering costs which are not to exceed ten percent (10%) of the minimum construction expenditures, and does not include any finance or interest expense, supervisory or overhead costs, or any other markups of any kind of Concessionaire or any fees payable to the City under Article 4 or Article 5 of this Agreement.

1.1.16 "Percentage Fee or Flat Fee " Percentage Fee means an amount equal to 57% of gross revenues as outlined in Exhibit “A”.

1.1.17 "Program" means the comprehensive adver tising program, integrated and coordinated with respect to design, quality, and content for the Airport, as described in Exhibit "A" to this Agreement.

1.1.18 "Rules and Regulations" means the provisions of Title 16 of the Palm Springs Municipal Code, as may be amended form time to time, and any rules and regulations of the City Manager and/Airport Director promulgated thereunder.

1.1.19 "Term" means the term of this Agreement as provided in Article 2 of this Agreement.

1.1.20 "Term Commencement Date" means July 1, 2023.

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ARTICLE 2

TERM OF AGREEMENT
This Agreement shall become effective upon execution by all parties. The Term of this Agreement shall be a period of three years, with two one-year options with the initial term commencing on the Term Commencement Date and terminating on June 30, 2026 unless sooner terminated in accordance with this Agreement. Any occupancy or use of the Assigned Areas by Concessionaire prior to the commencement of the Term shall be subject to all tams and conditions of this Agreement.

ARTICLE 3

USE OF ASSIGNED AREAS AND OPERATION OF CONCESSION

3.1 Grant of Privilege

3.1.1 The City hereby grants to Concessionaire the rights to operate, maintain, and provide the Concession and Concessionaire shall install and maintain the Program, as further described in Exhibit “A”, attached hereto and incorporated herein by this reference. Under this Program, Concessionaire shall have the right to establish, operate, service, and maintain quality, expertly designed commercial advertising displays, including without limitation: flat screen cas es, free- standing displays, wall mounted displays, dioramas, interactive kiosks, brochure racks, digital advertising media, wall wraps, video, directories and other similar advertising for the purpose of promoting or displaying the products or services of various industries, manufacturers, companies, agencies, and persons fully consistent with the requirements of this Agreement. The specific locations for displays are the Assigned Areas, which are depicted in Exhibit “B”.

No advertising shall be permitted at the Airport out of the Assigned Areas. Any additional areas made available for advertising at the Airport by the City shall be added to Exhibit "B" and shall be approved as an amendment to this Agreement. Concessionaire shall have the exclusive advertising use of all Assigned Areas.

3.1.2 Concessionaire shall be responsible for the Program within the Assigned Areas at the Airport and shall apply the financial, marketing, and administrative resources of its organization to the implementation of the Program. Through its national, local and regional organization, Concessionaire shall:
(a) Develop, on a continuing basis, an integrated business plan for advertising at the Airport.
(b) Follow quality criteria that recognize the need for integrity of design and advertising content appropriate to the prestige and dignity of the Airport. (c) Practice space utilization planning which will recognize and meet the needs of all advertising classifications and insure maximum revenue return to the City consistent with the scope and integrity of the advertising master plan.

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(d) Provide advertising and display equipment and fixtures that are consistent with the architectural design of the Airport.

3.1.3 Except as provided elsewhere in this Agreement, Concessionaire shall be solely responsible for all ex penses associated with planning, implementing, refurbishing, maintaining, and operating the Program provided for in this Agreement, whether or not advertising displays and equipment were installed by Concessionaire. This includes, without limitation, the c ost of utility connections for all equipment within the assigned areas.

3.1.4 The City reserves the right to add or modify advertising locations and formats, at any time, which may benefit the Airport, provided the Airport Director consults with Concessionaire before affecting such additions or modifications. These changes may include without limitation video screens on the baggage claim carousels, a terminal directory, outdoor advertising, wall wraps, and other formats/technologies that may become available in the future. All costs associated with the development of advertising materials or modification of equipment shall be the sole responsibility of the Concessionaire.

3.1.5 Upon execution of this Agreement, the Concessionaire shall have rights of ingress and egress to and from the Assigned Areas, including but not limited to common use roadways, subject to the Rules and Regulations. Such rights of ingress and egress shall apply to the Concessionaires employees, customers, agents, contractors, suppliers, and other authorized individuals.

3.1.6 If a concession change occurs, Concessionaire shall use its best efforts to reasonably cooperate with the City and the City's future advertising concessionaire to ensure a seamless transition of responsibility from the current Concessionaire and minimize any disruption in the provision of advertising services at the Airport.

3.2 Exclusions from Agreement

3.2.1 The following advertising rights are not included under this Agreement:
(a) Internet Services (subject to negotiation). This includes but is not limited to self -service monitors, internet kiosks, Wi -Fi, or other paid or advertising supported internet services at the Airports.
(b) Retail display advertising on tenant premises except as approved by the Airport Director.
(c) Advertising on bus terminals or benches.
(d) Airport related, or Airport directed information and promotions.

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3.3 Use of Airport Facilities

3.3.1 The Concessionaire shall use the Assigned Areas only to operate the Concession. Concessionaire shall not maintain any other use within the Assig ned Areas unless previously authorized by the Airport Director in writing, which authorization may be withheld in the Airport Director’s sole discretion. Concessionaire shall use its best efforts in every proper manner to maintain, develop, and increase the sales of advertising developed under the Program.

3.3.2 If requested by Concessionaire, Concessionaire shall be provided a work area by appointment, this space will not be permanent. The office will be occupied by a manager or a representative of Concessionaire during normal business hours of the Airport unless otherwise approved by the Airport Director. One parking space at no cost to Concessionaire in the City's employee parking lot available at all times, and access to no cost visitor parking for advertisers or other persons doing Airport business with the Concessionaire at the Airport.

3.3.3 Concessionaire shall pay $400.00 per month for electric utilities.

3.4 Adjustment and Relocation of Assigned Area

3.4.1 The City reserves the right to relocate any Assigned Areas in which Concessionaire is granted the privilege to conduct its Concession. The decision of the City on any advertising locations shall be final. Such relocation demands shall be provided to Concessionaire in writing from the Airport Director at least sixty (60) days prior to such needed action unless such relocation results from an emergency, in which case notice which is reasonable under the circumstances shall be given. The Percentage Fee shall be adjusted in accordance with the impact on exposure of the public to Concessionaire's additional or modified locations and formats as reasonably determined by the Airport Director. Any additional areas made available for advertising at the Airport by the City shall be added to the Assigned Areas. The reasonable cost of such relocation shall be borne by the City. A revised Exhibit "B" shall be substituted to show any additions or deletions to the Assigned Areas.

3.5 Use of Terminal Building

3.5.1 Concessionaire shall have the right of use, in common with others authorized to do s o, of the common areas in the Terminal Building; provided, however, that such use shall be subject to and consistent with the Rules and Regulations.

3.6 Parking

3.6.1 Concessionaire shall have the right to utilize vehicular parking facilities for Concessionaire's employees in a manner and of a type similar to or equal to that provided for employees of other Airport tenants or concessionaires.

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ARTICLE 4

ADVERTISING RATES AND STANDARDS

4.1 The Concessionaire shall submit to the Airport Director, on an annual basis, a schedule of monthly rates to be applied to the advertising locations. Advertising locations may be subject to quantity purchase and other incentive discounts and to standard/sales advertising agency deductions or commissions as expressly provided in this Agreement.

4.2 Concessionaire shall obtain the Airport Director's approval before any advertising display shall be placed in any location allocated for such purpose. In keeping with its proprietary function as a provider of public transportation, City does not intend by establishing an advertising program to convert its property into an open public forum for public discourse, debate or expressive activity. The fundamental purpose of the City is to provide transportation services and City-accepted advertising is a means of generating revenue to support its transport operations. In furtherance of this discrete and limited objective, the City retains control over the nature of advertisements accepted for posting at the Airport and maintains its advertising space as a limited public forum. The following classes of advertising are authorized at the Airport: (1) Commercial and Promotional Advertising; (2) Governmental Advertising; and (3) Public Service Announcements sponsored by a governmental entity or a nonprofit corporation that is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. The number, type, size, and content of all Advertisements within the Airport is subject to the approval of the Airport Director and shall not contain nudity, prof anity, pornography, or any content which the Airport Director reasonably determines, in his or her sole discretion, is harmful to the public peace, safety, health, and/or welfare.

4.3 Concessionaire further agrees that it will not display or advertise locations, businesses, facilities, activities, or events in other desert communities or other warm - weather, winter resort areas in California, Arizona, Nevada, New Mexico, Florida, or Mexico unless Concessionaire receives prior approval from the Airport Director. This prohibition shall not include businesses, facilities, activities, and events in the Coachella Valley.

4.4 Concessionaire shall not display any Advertisements reasonably disapproved by the Airport Director or which conflict with the provisions of this Art icle 4 and Concessionaire shall immediately remove from the Airport upon written demand of the Airport Director, at Concessionaire's sole cost and expense, any such Advertisements. In the event that any such Advertisement is not removed promptly upon receipt of written demand, the City may remove and store said Advertisement. The City shall not in any way be held responsible or liable for any damage to any Advertisement so removed. No Advertisements reasonably considered offensive by the City may be presented to the public. The Concessionaire will promptly remove or modify the presentation of any Advertisement if so directed by the Airport Director, at the Airport Director's sole discretion. Where any backlit or other graphic display case of DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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Concessionaire does not contain an Advertisement, such display case shall contain filler graphics.

4.5 In accepting the limitations on advertising provided in this Article 4, Concessionaire waives any and all rights it may have regarding the regulation of content of its advertising displays at the Palm Springs International Airport and will hold the City harmless for any damage or loss of income it may suffer as a result thereof.

4.6 Concessionaire shall submit a bi -annual performance metric evaluation to the Airport Director or his designee for his input and rating of the local operation, implementation of standards and customer interaction.

ARTICLE 5
FEES

5.1 Term Concession /Percentage Fee

5.1.1 During the Term of this Agreement, Concessionaire agrees to pay to the City for the privileges provided under this Agreement, a monthly fee equal to the Concession Fee/Percentage Fee, for each calendar month for each Agreement Year. All such payments shall be due on the twentieth (20th) calendar day of the month immediately following the previous month.

5.2 Procedure for Payment of Fees

5.2.1 [**if percentage fee is used**] No later than ninety (90) days after the end of Concessionaire's fiscal year, Concessionaire shall furnish to the City the written statement of a Certified Public Accountant stating that the Percentage Fee paid by the Concessionaire to the City pursuant to this Agreement during each of Concessionaire's fiscal years is accurate. If applicable, such statement shall also state Gross Revenues as shown on the books and records of Concessionaire that were used to compute the Percentage Fee made to the Airport Director during the period covered by the statement.

5.2.2 Unless specifically stated otherwise in this Agreement, all Fees or other charges required to be paid by Concessionaire pursuant to this Agreement shall be due and payable as indicated herein, and shall incur a late charge if not received within ten (10) calendar days after Concessionaire's receipt of written notice of such default. In the event Concessionaire fails to pay any monthly installment of Fees within ten (10) calendar days after Concessionaire's receipt of written notice of such default, then Concessionaire shall pay a late charge of fiv e percent (5%) of the amount in default as liquidated damages for failure to make prompt payment. The parties agree that such late charge represents a fair and reasonable estimate of the costs and expenses City will incur by reason of late payment by Concessionaire. Acceptance of such late charge by City shall in no event constitute a waiver of Concessionaire's default with respect to such overdue amount, nor prevent City from exercising any of the other rights and remedies granted in this Agreement. In the event Concessionaire pays the late charge set forth hereunder but fails to pay contemporaneously therewith all unpaid amounts of Fees, City's acceptance of this late charge payment shall not constitute a waiver of DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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Concessionaire's default with respect to Concessionaire's nonpayment nor prevent City from exercising all other rights and remedies available to City under this Agreement, at law or in equity.

5.3 Good Faith Administration

5.3.1 [**if percentage fee is used**] Concessionaire shall not use any system, method, practice, or technique that results in, or is designed to circumvent or shift the Concessionaire's Percentage Fee obligation under this Agreement. The final determination on this issue shall be at the discretion of the Airport Director. Examples include, without limitation: (a) Concessionaire must equally distribute Gross Revenues among displays of differing percentage rents when selling packages; (b) any cost based exclusions from Gross Revenue are for the actual costs of providing a service or product, costs that are actually passed along to a third party, and costs that are not typical business overhead in nature; Concessionaire shall not trade, borrow, barter, or engage in any marketing practice or device that diminishes gross revenues from the Program except as expressly authorized under this Agreement or as otherwise approved by the Airport Director.

5.4 Continuous Operations
If Concessionaire fails to continuously operate its business in accordance with the terms of this Agreement or vacates the Assigned Areas prior to the expiration of the Term hereof, City will suffer damages and City shall have the right to treat any of such events as a material default and breach of this Agreement and to recover such damages.

5.5 Concessionaire's Tax Obligation

5.5.1 Concessionaire shall be responsible for all taxes lawfully assessed against Concessionaire's operations at the including, but not limited to any personal property taxes levied or assessed on Concessionaire's personal property.

5.6 Concessionaire's Payment Obligations

5.6.1 In the event that Concessionaire disputes any Fees or other charge due hereunder, Concessionaire shall notify City of such dispute prior to the due date for such payment. In the event that the City does not agree with the disputed amount or if a period of more than 30 days is required to investigate such dispute, the Concessionaire shall place such amounts in a separate escrow account for the mutual benefit of Concessionaire and the City until such dispute can be resolved and no late charges or interest shall be assessed on such amounts if the dispute is resolved in Concessionaire's favor.

5.6.2 Payment by Concessionaire or receipt by the City of a lesser amount than the Fees or other charges herein stipulated shall be deemed to be on account of the earliest Fees or other charges due from Concessionaire to the City. No endorsements or statement on any check or any letter accompanying any check or payment as Fees or other charges shall be deemed an accord and satisfaction, and the City shall accept such check or payment without prejudice to the City's right to recover the balance of any and DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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all Fees or other charges due from Concessionaire to the City or to pursue any other remedy provided in this Agreement or by law.

5.6.3 City may, at its option and its sole discretion, apply any payments received from Concessionaire to any Fees, or other charges which are then due and payable. If City shall not make any specific application of a payment received from Concessionaire, then any payment received from Concessionaire shall be applied first to the other charge, then to the Fee which has been overdue for the longest period of time.

No designation of any payment by Concessionaire for application to a specific portion of Concessionaire's financial obligations hereunder shall be binding upon City. Any sums received by City after termination of this Agreement shall not constitute a Fee but shall be received only as reimbursement for use and occupancy of the Assigned Areas.

5.6.4 At any time that Concessionaire has either failed to pay Fees or other charges within five (5) days after the same shall be due or shall have delivered checks to City for payments pursuant to this Agreement which shall have on at least three (3) occasions during the Term of this Agreement (whether consecutive or not or whether involving the same check or different checks) been returned by City's bank for any reason, City shall not be obligated to accept any payment from Concessionaire unless such payment is made by cashier's check or in bank certified funds.

5.7 Payment and Performance Bonds

5.7.1 Prior to the commencement of any construction, betterment, improvement, alteration, addition, repair, demolition or reconstruction in the Assigned Areas by Concessionaire or its contract or(s), Concessionaire or its contractor(s) shall furnish to City, and without expense to City, a payment and performance bond pursuant to California Civil Code Sections 3247, 3248 et. seq. Such bond shall name Concessionaire or Concessionaire's contractor (s) as principals and the City as oblige.

Each of the bonds shall be equal to one hundred percent (100%) of the total amount of the contract or contracts for the construction, alteration, demolition or repair of the improvements and facilities. The bonds shall guarantee the prompt payment to all persons named in California Civil Code Section 3181, amounts due under the Unemployment Insurance Code and amounts required to be deducted, withheld or paid over to the Employment Development Department from the w age of employees of the contractor and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, insure completion of the Concession Improvements, and reasonable attorneys' fees. Prior to commencement of any work requiring a bond, the bond must be approved by the City Attorney and filed with the City Clerk. Immediately upon completion of any work or improvements, Concessionaire shall record in the Engineering office of the City of Palm Springs a notice of completion complying with the requirement of California Civil Code Section 3093.

CONSTRUCTION OF ASSIGNED AREAS

6.1 Condition of Assigned Areas

6.1.1 Concessionaire's taking possession of the Assigned Areas shall constitute Concessionaire's formal acceptance of the same and acknowledgment that the DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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Assigned Areas are in satisfactory condition, subject to all field conditions existing at the time of delivery of possession.

6.2 Improvements by Concessionaire
Concessionaire shall, without cost to City, provide the Assigned Areas with all improvements necessary for the customary operation of the Concession in a first class manner, as set forth in Exhibit “A” to this Agreement, and as listed here:

6.2.1 All structural improvements, equipment, and interior design and decor constructed or installed by Concessionaire, its agents, or contractors, including the plans and specifications, shall conform to all applicable statutes, ordinances, building codes, and rules and regulations. Final construction design and/or "shop drawings" of all fixtures, displays, and improvements shall be submitted to the Airport Director for review and approval prior to installation.

6.2.2 No structural installations or improvements shall be made to or upon the Assigned Areas without the prior written approval of the Airport Director, which approval may be withheld for any reason.

6.2.3 Concessionaire will not make any alterations, additions, or improvements to the Assigned Areas or any structures thereon, without first obtaining the Airport Director's written consent. Concessionaire will obtain Airport Di rector review and written approval before proceeding with any improvements. Concessionaire shall also be responsible for any damage to persons or property that may occur as a result of making any improvements. Any alterations, additions, or improvements to the Assigned Areas will be made by Concessionaire at Concessionaire's sole cost and expense according to plans and specifications approved by the Airport Director.

6.2.4 All improvements made by Concessionaire to Assigned Areas shall be of high quality. Furthermore, they shall be safe, fire resistant, attractive in appearance, and shall require written approval of the Airport Director prior to installation.

6.2.5 Concessionaire shall submit to the City a schedule depicting the estimated time required to complete the c onstruction or installation of approved improvements, facilities, furniture, and equipment for the Concession. All work shall be fully completed within 120 days of City approval, unless a delay is approved by the Airport Director due to supply chain or oth er similar issues, and such approval shall not be unreasonably withheld.

6.2.6 Within One Hundred and Twenty (120) days of completion of construction, Concessionaire shall provide to Airport Director: (1) one reproducible final copy of plans for all improvements or subsequent changes therein or alterations thereof to the Assigned Areas, signed by Concessionaire; (2) a signed statement from the construction contractor(s), architect(s) and engineer(s) specifying the total construction cost; (3) a signed statement that the improvements have been constructed in accordance with the approved plans and specifications, and in strict compliance with all applicable building codes, laws, rules, ordinances and regulations; and (4) a signed statement demonstrating that no liens exist on any or all of the construction. If the total construction cost is less than the Minimum Capital Investment, the difference shall be paid to City DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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within one hundred and twenty (120) days after the completion of all construction as described in Exhibit A to this Agreement.

6.2.7 All Fixed Improvements made to the Assigned Areas and additions and alterations thereto made to the Assigned Areas by Concessionaire shall be and remain the property of Concessionaire until the expiration of the term of this Agreement, or upon termination of this Agreement (whether by expiration of the term, cancellation, forfeiture, or otherwise, whichever first occurs); at which time the said improvements shall become the property of City free and unencumbered. With respect to any wall or other wraps and any artwork, graphics, posters, or other collateral advertising material owned by advertisers, advertisers shall have the right to elect to retain ownership of such materials and remove them at their expense.

6.2.8 Airport Director shall retain the ultimate control over the quality and acceptability of the finishes in the Assigned Areas, and all improvements and finishes shall require the written approval of the Airport Director prior to installation. The architectural/engineering firm utilized by Concessionaire shall be approved by the Airport Director.

6.2.9 Concessionaire agrees to expend the full "Minimum Capital Investment" in the modification, furnishing, and equipping of the Assigned Areas for the capital improvements related to the Program not later than 120 days after final completion. The improvements shall become the property of the Airport at the end of the contract term.

6.2.10 Concessionaire shall not remove or demolish, in whole or in part, any improvements upon the Assigned Areas ( excluding advertising copy) without the prior written consent of the Airport Director, which may be conditioned upon the obligation of Concessionaire to replace the same by an improvement specified in such consent. The Airport Director shall not withhold consent unreasonably, shall not impose unreasonable conditions, and shall state the reasons for withholding consent.

ARTICLE 7

CONCESSION OPERATIONS

7.1 Operational Standards

7.1.1 The management, maintenance and operation of the Assigned Areas shall be under the supervision and direction of an active, qualified, competent manager who shall be subject to the direction and control of Concessionaire. The Concessionaire agrees that its employees and contractors shall be of sufficient number so as to properly conduct the Concessionaire's operation. A representative of Concessionaire shall be available by telephone twenty -four hours a day, seven days a week, and three hundred sixty five days a year in case of emergency.

7.1.2 The operations of Concessionaire, its employees, agents, suppli ers and contractors shall be conducted in an orderly and proper manner, including all maintenance and cleaning of advertising displays. All advertising shall be in compliance DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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with all applicable federal, state and local laws and regulations, including, but not limited to, laws and regulations intended to protect the interest of consumers and the general public.

7.1.3 Concessionaire agrees that at least ten percent (10%) of the advertising capacity of the Program shall be reserved for the Airport’s marketing purposes including, but not limited to, trades with outside organizations for advertising, marketing and/or other Airport needs, and other marketing or community purposes approved at the sole discretion of the Airport Director, and at no cost to the City other than costs of production which will be paid by the City.
(a) Advertising locations designated for the Airport may be sold by Concessionaire to paying advertisers or switched to other locations if deemed in the Airport’s best interest by the Airport Director. Pursuant to this Section, Concessionaire shall submit written requests to the Airport Director to potentially sell advertising locations designated to the Airport for other parties. Such written requests shall be evaluated at the Airport Director’s sole discretion, which may be withheld for any reason. (b) Concessionaire is not responsible for printing production or installation of any of the Airport’s static advertising displays. (c) Concessionaire is responsible for posting and removing all digital advertising for the City of Palm Springs.
(d) Concessionaire is responsible for the installation and maintenance of the display cases to be used by the City of Palm Springs.

7.1.4 Concessionaire shall use its best efforts and sound business practices to keep all advertising di splays fully occupied with revenue producing advertising. Under no circumstances shall Concessionaire allow an advertising display to remain vacant or dark for more than forty -eight (48) hours. Concessionaire will produce and maintain a supply of "fillers" at Concessionaire's sole cost and expense. All "filler" advertising shall be subject to prior approval of the Airport Director and shall be kept fresh and current. Subject to the Airport Director's prior written approval and the Advertising Guidelines, Co ncessionaire may install and maintain appropriate and attractive advertising in vacant advertising displays providing Airport sponsored activities or events, Airport trades, Airport marketing information or services, Airport public service announcements, or other similar Airport public information. Under no circumstances shall such advertisement include controversial social, moral, political, or religious or ethical content or messages. Concessionaire shall also offer vacant advertising displays to the Airport for advertising and promoting the Airport or Airport programs and/or Airport trades.

Advertisements installed pursuant to this Section are intended to be short -term and temporary in nature until such time revenue generating advertising can be secured for the location.

7.1.5 Notwithstanding any provision of this Agreement to the contrary, Concessionaire understands and agrees that, in the event of a conflict between Concessionaire and any other lessee or concessionaire in the Airport as to specific items to be sold or services to be provided, the Airport Director shall make the final DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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determination as to which product or service may be sold or provided by each concessionaire or lessee.

7.1.6 Any Hazardous Materials used or brought onto the Assigned Areas by the Conces sionaire shall be handled, stored, transported, and disposed of in strict accordance with all applicable federal, state, and local statutes, ordinances, and regulations. Concessionaire shall promptly respond to and clean up any released or threatened release of any Hazardous Material into the drainage systems, soils, groundwater, waters or atmosphere, in a safe manner, in accordance with applicable federal, state, and local statutes, ordinances, and regulations, and as authorized or approved by all federal, state or local agencies having authority to regulate the permitting, handling and cleanup of Hazardous Materials. The Airport Director shall be notified immediately of any release or threatened release of any Hazardous Material.

7.2 Operational Standards and Evaluation by City
Concessionaire shall operate the Concession in accordance with the terms of this Agreement and the standards set forth in the Program.

7.3 Maintenance and Utilities

7.3.1 The Concessionaire shall provide at its own expense such janitorial and cleaning services and supplies as may be necessary in the operation and maintenance of the Assigned Areas. The Concessionaire also agrees to keep and maintain the Assigned Areas in a clean, neat and sanitary condition, and attractive in appearance.

7.3.2 The Concessionaire agrees to maintain and make necessary general repairs to all existing advertising equipment and fixtures, fixtures and equipment placed or installed in the Assigned Areas by Concessionaire, including, without limitation, signs, showcases, displays, all pay telephones and telephone boards. Concessionaire agrees to keep and maintain in good condition the electrical equipment located at or on the Assigned Areas. All repairs done by the Concessionaire or on its behalf shall be of first class quality in both materials and workmanship. All repairs shall be made in conformity with the rules and regulations prescribed from time to time by federal, state or local authority having jurisdiction over the work in the Concessionaire's Assigned Areas. The Airport Director shall be the sole judge of the quality of maintenance of the advertising displays. If it is determined that such maintenance is not satisfactory, the Airport Director shall so notify Concessionaire in writing. If such maintenance is not perf ormed to City standards by the Concessionaire within seventy -two (72) hours after receipt of written notice, the City or its agents thereafter shall have the right to perform the maintenance thereof and Concessionaire agrees to promptly reimburse the City for the cost thereof, plus a fifteen percent (15%) administrative overhead fee.

7.3.3 The Concessionaire shall, in a timely manner, provide for the adequate sanitary handling and removal of all trash, garbage, and other refuse caused as result of the Concessionaire's operations.

7.3.4 The City shall have the right to construct or install over, in, under or through the Assigned Areas new lines, pipes, mains, wires, conduits and equipment; DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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provided, however, that such repair, alteration, replacement or construction shall not unreasonably interfere with Concessionaire's use of the Assigned Areas. The City will repair at its sole costs, any damage to Concessionaire property resulting from such activities.

7.3.5 Concessionaire shall be responsible for making all utility connections required for operation of its advertising displays at Concessionaire's sole cost and expense.

7.3.6 The City shall not be liable for any interruptions to the utility services provided at the Airport or to the advertising displays.

7.4 City Access
The City shall have the right to enter Concessionaires Assigned Areas to:

7.4.1 Inspect Assigned Areas at reasonable intervals during Concessionaires regular business hours or at any time in case of emergency, to determine whether Concessionaire has complied with and is complyi ng with the terms and conditions of this Agreement, and may require Concessionaire to perform necessary repairs at Concessionaires own cost.

7.4.2 Perform any and all things that Concessionaire is obligated to perform and has failed after reasonable notice to do, including: maintenance, repairs and replacements to Concessionaire's Assigned Areas. The cost of all labor and materials required to complete the work will be paid' by Concessionaire to City within ten (10) days following demand by the Airport Director for said payment.

ARTICLE 8

RESPONSIBILITY OF THE CITY

8.1 City Maintenance
The City shall provide finished floors, walls and ceilings for the Assigned Areas in an "as-is" condition. The City shall be responsible for the providing of, maintenance of, and upkeep of parti tions about the perimeter of the Assigned Areas, structural walls and supports, structural roof construction, structural floor construction, exterior window walls designed about the perimeter of the Assigned Areas, and Airport security. The City shall furt her be responsible for the general maintenance and upkeep of the Airport outside of Concessionaire's Assigned Areas.

ARTICLE 9

DEFAULTS OF CONCESSIONAIRE AND TERMINATION BY THE CITY

9.1 General
Each of the following events shall constitute a "Default" or "Event of Default":

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9.1.1 Any failure of Concessionaire to pay any Concession Fee/Percentage Fee or any other fees, charges or sums whatsoever due hereunder for more than ten (10) days after receipt of written notice from City to Concessionaire that such amounts due hereunder were not received on the date required for payment pursuant to this Agreement; or

9.1.2 If Concessionaire fails to remedy a default by it with respect to any of the other covenants, conditions, and agreements contained in this Agreement, or in any rider, exhibit or other addendum hereto, within thirty (30) days after notice has been sent; provided, however, that in the event of a default which does not involve the payment of money and which cannot reasonably be cured within thirty (30) days, Concessionaire shall not be in default of this Agreement. If Concessionaire (i) gives written notice to City, within thirty (30) days after the notice of default has been sent, of Concessionaire's intent to cure, and (ii) within such thirty (30) day period, delivers evidence to City of the commencement of the cure, and (iii) diligently and in good faith continues said cure; and (iv) completes said cure expeditiously; or

9.1.3 If Concessionaire abandons or vacates the Assigned Areas or ceases to Dog-duct its business therein for a period of ten (10) consecutive days; or the occurrence of any act by or within the control of the Concessionaire which operates to deprive the Concessionaire of the rights, powers and privileges necessary for the proper conduct of the concession; or

9.1.4 If Conce ssionaire allows any interior static advertising display to remain empty and blank for a period longer than ten (10) days after receipt of written notice from the Airport Director: or

9.1.5 Any assignment of the Concessionaire's interest in this Agreement without the prior written approval of the City, or

9.1.6 The failure of the Concessionaire to perform, keep or observe any of the terms, covenants and obligations under this Agreement and the failure continues for ten (10) days after written notice by the City of such failure; or

9.1.7 If Concessionaire shall (i) apply for or consent to the appointment of or the taking of possession by a receiver, liquidator, custodian or trustee of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as such debts become due; (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (v) file a pet ition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding- up, or composition or adjustment of debts, or (vi) take any action for the purpose of effecting any of the foregoing; or

9.1.8 If a proceeding or case shall be commenced, without the application or consent of Concessionaire, in any court of competent jurisdiction, seeking (i) liquidation, reorganization, dissolution, winding-up, or composition or adjustment of debts, (ii) the appointment of a trustee, receiver, liquidator, custodian or the like of Concessionaire or of all or any substantial part of its assets, or (iii) similar relief under any DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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law relating to bankruptcy, insolvency, reorganization, winding- up, or composition or adjustment of debts, and Concessionaire fads to controvert such action or proceeding in a timely and appropriate manner, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continued unstayed and in effect, for a period of ninety (90) days; or any order for relief against Concessionaire shall be entered in an involuntary case under such Bankruptcy Code; or

9.1.9 Any representation by Concessionaire, or in any report, certificate, financial statement, or other instrument including this Agreement or any Exhibit that the City Manager and/or Airport Director determines is false, misleading, or incorrect in any material respect as of the date made.

9.2 City Rights upon Default

9.2.1 Upon the occurrence of a Default, the Airport Director may at the Airport Director's sole discretion, in addition to any other right or rights which City may have, serve a written thirty (30) days' notice of cancellation of this Agreement upon Concessionaire, and upon the expiration of said thirty (30) days, unless the Event of Default has been cured or a cure has been reasonably commenced and is diligently prosecuted by Concessionaire, this Agreement shall terminate and Concessionaire shall quit and surrender the Assigned Areas to City. In case of any such Default:
(a) The Concession Fee/Percentage Fee and other sums then to be paid by Concessionaire pursuant to this Agreement shall become due thereupon and be paid up to the time of such re- entry, dispossession and/or expiration, together with such reasonable expenses as the City may incur f or legal expenses, attorneys' fees, brokerage, and/or putting the Assigned Areas in good order. (b) The City -may re -assign the Assigned Areas or any part or parts thereof, either in the name of City or otherwise, for a term or terms, which may at City’s option be less than or exceed the period which would otherwise have constituted the balance of the Term and may grant concessions or free of fees. (c) Concessionaire or the legal representatives of
Concessionaire shall also pay the City as liquidated damages for the failure of Concessionaire to observe and perform Concessionaire's covenants herein contained, any deficiency between the Concession Fee/Percentage Fee and other sums hereby reserved and/or covenanted to be paid and the net amount, if any, of the fees coll ected on account of the new concession or assignment of the Assigned Areas for each month of the period which would otherwise have constituted the balance of the Term. In computing such damages there shall be added to the deficiency such reasonable expenses as City may incur in connection with reassigning, such as legal expenses, attorneys' fees, brokerage and for keeping the Assigned Areas in good order. The City, at City's option, may make such alterations, repairs, decorations and replacements as are reasonably necessary or desirable for the purpose of reassigning the Assigned Areas; and the making of such alterations and/or decorations shall not operate or be construed to release Concessionaire from liability hereunder as aforesaid.

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(d) The foregoing remedies and rights of City are cumulative and in addition to any remedies the City may have in the enforcement of this Agreement.

Concessionaire expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Conc essionaire's eviction or dispossession for any cause.

9.2.2 The Airport Director may allow this Agreement to continue in effect, for so long as City does not terminate this Agreement and Concessionaire's right to possession of the Assigned Areas, in which event City shall have the right to enforce all of City's rights and remedies under this Agreement including the right to recover the Concession Fee/Percentage Fee, and any additional fee and other charges payable by Concessionaire under this Agreement as they become due under this Agreement.

9.3 Termination for Convenience
The City may terminate this Agreement for its convenience at any time, in whole or in part, by giving Concessionaire written notice thereof specifying the extent of the termination and its effectiv e date. In the event this agreement is terminated solely for Convenience pursuant to this Section, City shall reimburse Concessionaire for the unamortized depreciation amount of the Minimum Capital Investment, if any, at the termination of this Agreement. Such reimbursement shall not include any reimbursements/payments already paid by City to Concessionaire prior to the date of termination. The depreciation method shall be based on a five year straight line depreciation schedule. In no case shall Concessionaire be entitled to anticipatory profits or consequential damages except as expressly provided in this Section and Concessionaire shall have no further claims against City under this Agreement.

9.4 Right of City to Lien
The right to lien on the inventory and other property of the Concessionaire is expressly granted to the City in any case where the Concessionaire fails to pay amounts due to the City under this Agreement.

9.5 No City Liability for Damage
The City shall not be liable for any damage, including, but not limited to, loss of profit, and the Concessionaire shall not make a claim of any kind whatsoever against the City, its agents or representatives, by reason of any action taken pursuant to this Article other than damages arising from the negligence or wi llful misconduct of the City, its employees or agents.

ARTICLE 10

BANKRUPTCY OR INSOLVENCY

10.1 Concessionaire's Interest Not Transferable
Neither Concessionaire's interest in this Agreement, nor any estate hereby created in Concessionaire nor any interest herein or ther ein, shall pass to any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law except as may specifically be provided pursuant to the United States Bankruptcy DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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Code, as amended. In the event the Concessionaire enters into proceedings relating to bankruptcy, whether voluntary or involuntary, the Concessionaire agrees to furnish, by certified mail or electronic commerce method authorized by the Agreement, written notification of the bankruptcy to the Airport Director. This notification shall be furnished within five (5) days of the initiation of the proceedings relating to bankruptcy filing. This notification shall include the date on which the bankruptcy petition was filed, the identity of the court in which the bankruptcy petition was filed, and a listing of City contract numbers for all City contracts against which final payment has not been made. This obligation remains in effect until final payment of net receipts under this Agreement has been made to the City.

10.2 Termination
In the event the interest or estate created in Concessionaire hereby shall be taken in execution or by other process of law, or if Concessionaire's guarantor, if any, or its executors, administrators, or assigns, if any, shall be adjudicated insolvent or bankrupt pursuant to the provisions of any state act or the Code or if Concessionaire is adjudicated insolvent by a court of competent jurisdiction other than the United States Bankruptcy Court, or if a receiver or trustee of the property of Concessionaire or Concessionaire's guarantor, if any, shall be appointed by reason of the insolvency or inability of Concessionaire or Concessionaire's guarantor, if any, to pay its debts as the same become due or if any assignment shall be made of the property of Concessionaire or Concessionaire's guarantor, if any, for the benefit of creditors, then City shall have the right to elect, by written notice to Concessionaire, to terminate this Agreement and all rights of Concessionaire hereunder, and Concessionaire shall vacate and surrender the Assigned Areas but shall remain liable as herein provided.

10.3 Concessionaire's Obligation to Avoid Creditors' Proceeding Concessionaire or Concessionaire's guarantor, if any, shall not cause or give cause for the appointment of a trustee or receiver of the assets of Concessionaire or Concessionaire's guarantor, if any, and shall not make any assignment for the benefit of creditors, or become or be adjudicated insolvent. The allowance of any petition under insolvency law except under the Code or the appointment of a trustee or receiver of Concessionaire or Concessionaire's guarantor, if any, or of the assets of either of them, shall be conclusive evidence that Concessionaire caused, or gave cause for the appointment of a trustee or receiver of the assets of Concessionaire therefore, unless such allowance of the petition, or the appointment of a trustee or receiver, is vacated within sixty (60) days after such allowance or appointment. Any act or occurrence described in this Section shall be deemed a material breach of Concessionaire's obligations hereunder, and providing City with the right to elect by written notice to Concessionaire to terminate this Agreement and all rights of Concessionaire hereunder, and Concessionaire shall vacate and surrender the Assigned Areas but shall remain liable as herein provided. City does, in addition, reserve any and all other remedies provided in this Agreement or by law.

ARTICLE 11
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CANCELLATION BY CONCESSIONAIRE

11.1 The Concessionaire, in addition to any other right of cancellation herein given to the Concessionaire by the City or any other rights to which Concessionaire may be entitled by law or otherwise, may cancel this Agreement at any time that the Concessionaire is not in default in its payments to the City hereunder, by giving the Airport Director sixty (60) days written notice to be served as hereinafter provided, upon or after the happening of any one of the following events:

11.1.1 Issuance by any court of competent jurisdiction of an injunction in any way preventing or restraining the use of the Airport or any part thereof for Airport purposes, which injunction materially affects Concessionaire's operations at the Airport;

11.1.2 The inability of Concessionaire to use the Airport or any of the premises, facilities, rights, licenses, services or privileges granted to the Concessionaire hereunder because of any law or any order, rule, regulation or other action or any non- action of the Federal Aviation Administration or any other governmental authority, or because of fi re, earthquake, other casualty or acts of God, or the public enemy, which materially affects Concessionaire's operations at the Airport.

11.1.3 The default by the City in the performance of any covenant or agreement herein required to be performed by the City and the failure of the City to remedy such default for a period of thirty (30) days after receipt from the Concessionaire of written notice to remedy the same; provided, however, that no notice of cancellation as above provided shall be of any force or effect if the -City shall remedy the default prior to receipt of the Concessionaire's notice of cancellation.

ARTICLE 12

LAWS, REGULATIONS AND COMPLIANCE

12.1 Laws and Regulations
The Concessionaire covenants and agrees that it will fully comply with all laws, ordinances, rules and regulations for the City, the State of California, and the United States applicable to, related to, or touching upon Concessionaire's operations within and upon the Facilities or elsewhere at the Airport and expressly agrees that its use of and activities upon the Airport shall be subject to all such ordinances, rules and regulations. The Concessionaire shall furnish all licenses, permits and authorizations required for the management and operation of the Facilities authorized herein.

12.2 Safety and Fire Regulation
The Concessionaire shall conduct its operations and activities under this Agreement in compliance with all safety regulations and directives of the City and applicable Federal, state and local laws. The Concessionaire shall procure and maintain such fire prevention and extinguishing devices as required by the authority and shall at all times be familiar with and comply with the fire regulations and orders of the City.

12.3 Airport Security
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Concessionaire shall observe all security requirements of Federal Aviation Regulation Part 139 and Transportation Security Regulations Parts 1500, 1520, and 1542 applicable parts, as' the same may be from time to time amended, and to take such steps as may be necessary or directed by City to ensure that subcontractor s, employees, invitees, and guests observe these requirements. If City incurs any fines and/or penalties imposed by the Federal Aviation Administration or Transportation Security Administration or any expense in enforcing said regulations and the City's Airport Security Program, as a result of the acts or omissions of Concessionaire, Concessionaire agrees to pay and/or reimburse all such costs and expense.

Concessionaire further agrees to rectify any security deficiency as may be determined as such by the C ity or the Federal Aviation Administration or the Transportation Security Administration. City reserves the right to take whatever action is necessary to rectify any such security deficiency in the event Concessionaire fails to remedy same.

12.4 City Issuance of Rules and Regulations
The City Manager and/or Airport Director shall have the right to prescribe, in his or her sole discretion, such reasonable rules and regulations which in the City’s reasonable judgment are necessary or appropriate for the general well-being, safety, care, and cleanliness of the Airport.

12.5 Compliance by Other Concessionaires and Concessionaires The Airport Director shall, whenever possible, make reasonable efforts to obtain uniform compliance with the City's rules and regulations; however, the City shall not be liable to the Concessionaire for any violation or non- observance of such rules and regulations by any user, tenant, concessionaire, invitee, licensee, or trespasser at the Airport nor shall such violation or non- observance by a us er, tenant concessionaire, invitee, licensee, or trespasser at the Airport, constitute a waiver of the Concessionaire's obligation to comply with City rules and regulations.

12.6 Notification of Theft or Damage
The Concessionaire shall inform the Airport Direc tor, in writing, within twenty -four (24) hours after the Concessionaire becomes aware of any damage to or alleged theft of City property or private property.

ARTICLE 13

INDEMNIFICATION AND INSURANCE

13.1 Damage Caused by the Concessionaire
All damage to the Assigned Areas or to the Airport in any way caused by the Concessionaire or its agents, employees, contractors, visitors, guests or invitees, shall be repaired at the expense of the Concessionaire. In the event of such damage, the City shall have the option to make suc h repairs as are necessary, and any charge, costs, or damages so incurred by the City shall be paid by the Concessionaire.

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13.2 Indemnification – General
The Concessionaire shall defend, indemnify, and hold the City and its officers, employees and agents completely harmless from and against any and all claims, suits, demands, actions, liabilities, losses, damages, judgments, or fines arising by reason of injury or death of any person, or damage to any property, including all reasonable costs for investigation and defense thereof (including, but not limited to, attorney fees, court costs and expert fees) of any nature whatsoever arising out of the Concessionaire's conduct of its business on the Airport, or in its use of occupancy of the Assigned Areas, regardless of where the injury, death, or damage may occur, except to the extent such injury, death, or damage is caused City's sole negligence or willful conduct or that of its officers, employees, or agents.

13.3 Indemnification - Violation of Laws
The Concessionaire shall defend, indemnify, and hold the City, and its agents, officers, and employees, completely harmless from and against any claim, suit, demand, action, liability, loss, damage, judgment, fine, or civil penalty and all costs and expenses of whatever kind or nature (including, but not limited to, attorney fees, court costs and expert fees) associated therewith in any way arising from or based upon the violation of any Federal, state, or municipal laws, statutes, resolutions, or regulations by the Concessionaire, its agents, employees, subcontractors, or sublessees, in conjunction with the Concessionaire's use and/or occupancy of the Airport. The City shall give the Concessionaire reasonable notice of and an opportunity to defend against, any such claims or actions, and the City shall take reasonable actions to mitigate its damages.

13.4 Indemnification - Airport Security
If the City is deemed to be in noncompliance with laws or regulations governing access to secure areas of the Airport and to the areas of the airfield and said noncompliance is the result of or due to the negligence or willful act or omission of the Concessionaire or of any of the Concessionaire's employees, agents, subcontractors, or sublessees and such breach results in a civil penalty action against the City, the Concessionaire agrees to reimburse the City for all expenses, including reasonable attorney fees incurred by the City in defending against the civil penalty action and for any civil penalty or settlement amount paid by the City as a result of the civil penalty action. The City shall give the Concessionaire reasonable notice of any allegation, investigation, or proposed or actual civil penalty which relates to acts or omissions of the Concessionaire.

13.5 Survival of Indemnification
The pr ovisions of Sections 13.2, 13.3, and 13.4 shall survive the expiration, termination, or early cancellation of this Agreement for claims, suits, demands, actions, liabilities, loss, or damage, which occur prior to the termination or early cancellation of this Agreement.

13.6 Insurance
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13.6.1 Concessionaire shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Concessionaire's performance under this Agreement. Concessionaire shall also carry workers' compensation insurance in accordance with California's workers compensation laws. Such insurance shall be kept in effect during the term of this Agreement and shall not be cancelable without thirty (30) days written notice to Airport Director of any proposed cancellation. City's certificate evidencing the foregoing and designating City as an additional named insured shall be delivered to and approv ed by City's Risk Manager prior to commencement of the services hereunder. The procuring of such insurance and the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Concessionaire's obligation to indemnify C ity, its contractors, officers and employees.

13.6.2 Comprehensive or Commercial Form General Liability Insurance shall include the following minimal limits:
(a) General Liability including operations, products and completed operations $1,000,000 each occurrence for bodily injury, personal injury and property damage/$2,000,000 aggregate
(b) Automobile, $1,000,000 each accident; $1,000,000 uninsured motorist
(c) Workers Compensation, $1,000,000 each
accident/$1,000,000 each employee for disease.
(d) Excess Liability/Umbrella Form, $2,000,000.

13.6.3 Insurance policies carried by Concessionaire shall be with a company admitted to write insurance in California that has a current A.M. Best rating of not less than B++:VIII or with a non-admitted insurer on California's List of Eligible Surplus Lines of Insurers that has a current A.M. Best rating of not less that A -. All insurance certificates verifying insurance coverage and endorsements shall be provided to the City a minimum of five days prior to the Commencement Date of this Agreement.

13.6.4 An Additional Insured Endorsement is required for the General Liability Insurance policy naming the City, its officers, employees, and agents as additional insureds on the policy.

13.6.5 The policies shall provide for a 30 day notice to the City prior to termination, cancellation, or change.

13.6.6 The general liability and excess liability/umbrella policies must be endorsed to provide that each policy shall apply on a primary and noncontributing basis in relation to any insurance or self -insurance, primary or excess, maint ained by or available to the City or its officials, employees, and agents.

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13.6.7 The Workers Compensation policy shall contain the insurer's waiver of subrogation (or waiver of right of recovery) in favor of City, its elected officials, officers, employees, and agents.

13.6.8 If, in the City's opinion, the minimum limits of the insurance herein required have become inadequate during the period of this Agreement, the Concessionaire shall increase such minimum limits by reasonable amounts on request of the City provided that said coverage is available at standard commercial rates.

ARTICLE 14

GROSS REVENUE REPORTS

14.1 Certified Statements
Concessionaire shall submit to the Airport Director not later than the twentieth day of each calendar month during the Term of this Agreement, or at such other intervals as specified herein, a certified statement setting forth the Concessionaires Gross Revenues for the preceding calendar month. Said statement shall be in the format specified by the Airport Director, shall include all i nformation required by the Airport Director including, without limitation, separate total sales by location and shall be certified as complete and correct by the Concessionaire's principal financial officer. Within ninety (90) days after the expiration of each Agreement Year, the Concessionaire shall submit to the Airport Director an annual certified statement showing the amount of Gross Revenues and itemized exclusions therefrom for the Agreement Year certified by the Chief Financial Officer of the Concessionaire and a like annual certified and complete statement from a Certified Public Accountant which includes an opinion that the fees paid by Concessionaire to the city during the preceding agreement year were made in accordance with the terms of this Agreement. Such certification does not affect the City's audit rights or supersede any City audit findings and such statement shall be in the format specified by the Airport Director.

ARTICLE 15
RECORDS AND BOOKS; INSPECTIONS; AUDITS

15.1 Maintenance of Books and Records

15.1.1 Concessionaire shall maintain full and accurate books of accounts and records from which Gross Revenues can be determined. Concessionaire shall maintain adequate accounting records in accordance with generally, accepted accounting principles, and generally ac cepted auditing standards and the requirements of this Agreement, for: (i) all transactions relevant to this Agreement; and (ii) all exclusions from Gross Revenue claimed by Concessionaire. The Airport Director shall have the right at all reasonable times to inspect and audit all such records as may be necessary to verify the reported Gross Revenue, including State of California sales tax return records.

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15.1.2 Books of accounts and records shall include detailed analysis listing all of Concessionaire's operations at the Airport, or a result of its operation at the Airport in the form of printed, written or electronic media. Books of accounts and records shall also include, but is not limited to: (i) all original accounting source documents detailing transactions relevant to this Agreement, including but not limited to: (a) original contacts, (b) monthly sales journals detailing each transaction for the month, (c) reconciliations between the financial records and monthly reports submitted to the City, (d) other sales related documents; and (e) all exclusions from Gross Revenue claimed by Concessionaire.

15.1.3 For exclusions or adjustments to Gross Revenue, the Records shall include, but are not limited to: (a) all agreements between Concessionaire and corporate or volume customers establishing the customers' contractual rights to rebates; (b) lists of all individual transactions with all corporate or volume customers; (c) all individual agreements with all corporate or volume customers; and (d) any documentation or records supporting additional reductions to Gross Revenue.

15.1.4 Concessionaire's books of accounts and records shall be segregated from other business matters and records of other operations of the Concessionaire.

Concessionaire's records for its operations at the Airport shall be kept separate from other records and sequentially numbered for tracking. All books of accounts and records and all other papers and files of the Concessionaire related to Gross Revenues and capital under this Agreement shall be made available at the Airport within ten (10) days of Concessionaire's receipt of the City's written request for such books and records with respect to advertising sales at the airport.

15.1.5 In those situations where Concessionaire's sales records have been generated from computerized data Concessionaire agrees to provide the Airport Director or the Airport Director's representative with extracts of data files in a computer readable format in E -mail with attached, files, or suitable alternative computer data exchange formats,

15.1.6 Records shall be so kept and maintained for at least five (5) years after the end of each Agreement Year and at least three (3) years after the expiration or termination of this Agreement or in the event of a claim by the City, until such claim of City has been fully ascertained, fixed and paid. The foregoing books and records so required to be kept and maintained shall include without limitation all records of daily bank deposits of the entire receipts from transactions on the Assigned Areas and invoices.

15.2 Accounting Manager
Concessionaire shall provide the name and telephone number of Concessionaire's accounting manager or the like who has a thorough knowledge of the accounting system as it pertains to this Agreement and who will assist the City with its audit.

Concessionaire will also allow interviews of past and present employees who were involved in the financial or operational activities of Concessionaire at reasonable times in cooperation with the Concessionaire.

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15.3 Legal Fees
In the event that the City deems it necessary to utilize the services of internal or external legal counsel in connection with collecting any amounts found due and owing by Concessionaire in an audit, then Concessionaire shall reimburse the City for reasonable attorney's fees and litigation expenses as part of the aforementioned costs incurred.

ARTICLE 16

SURRENDER OF OCCUPANCY

16.1 Surrender of Occupancy
When this Agreement expires or is terminated in whole or in part as provided for elsewhere in this Agreement, the Concessionaire shall surrender t he Assigned Areas and all Fixed Improvements therein broom clean and in good condition and repair, with the exception of reasonable wear and tear and damage by loss or casualty not covered by insurance which the Concessionaire is requital to maintain pursuant to this Agreement and not otherwise attributable to the Concessionaire's fault or negligence.

ARTICLE 17
CHANGES & ADDITIONS TO AIRPORT; IMPACT OF CONSTRUCTION ACTIVITIES

17.1 Changes & Additions to Airport
The City reserves the right at any time, and from time to time, to make alterations to, and to build additional retail stores in the terminal building at the Airport, and to construct other buildings and improvements at the Airport, including any modifications of any common areas, to enlarge or reduce the Airport, to add decks or elevated parking facilities, and to sell or lease any part of the land comprising the Airport, for the construction thereon of a building or buildings which may or may not be part of the Airport. The City reserves the right at any time to relocate, reduce, enlarge, or reconfigure the various buildings, parking areas, and other common areas; provided, however, that any such relocation, reduction, enlargement, or reconfiguration which adversely affects the Assigned Area shall result in a downward adjustment of the Concession Fee/ Percentage Fee, whichever is applicable, in accordance with the impact on the exposure of the public to Concessionaire's locations.

The City shall have the exc lusive right to use all or any part of the roof of the Assigned Areas for any purpose; to erect additional stories or other structures over all or any part of the Assigned Areas; to erect in connection with the construction thereof temporary scaffolds and other aids to construction on the exterior of the Assigned Areas, provided that access to the Assigned Areas shall not be materially denied; and to install, maintain, use, repair and replace within the Assigned Areas DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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pipes, ducts, conduits, wires and all other mechanical equipment serving other parts of the Airport, the same to be in locations as will not unreasonably deny Concessionaire's use thereof. The City may make any use it desires of the side or rear walls of the Assigned Areas (including, without limitation, freestanding columns and footings for all columns), and the City, at its expense, shall repair all damage to the Assigned Areas resulting from such work.

17.2 Impact of Construction Activities
The Concessionaire recognizes that from time to time duri ng the term of this Agreement it may be necessary for the City to initiate and carry forward extensive programs of construction reconstruction, expansion, relocation, maintenance, and repair on the Airport, and that such construction, reconstruction, expansion, relocation, maintenance, and repair may inconvenience or impair the Concessionaire in its operation at the Airport. The Concessionaire agrees that no liability shall attach to the City, its directors, officers, agents, employees, contractors, subcontractors, and representatives by way of such inconveniences or impairment, and the Concessionaire waives any right to claim damages or other consideration for such inconveniences or impairment.

ARTICLE 18

ASSIGNMENT AND SUBLETTING

18.1 Prohibition

18.1.1 Concessionaire shall not transfer or assign this Agreement or its interest in this Agreement or subcontract its rights under this Agreement without the express written consent of the City, which will not be unreasonably withheld.

18.1.2 Transfers or assignments occurring by operation of law are also prohibited. Any attempted transfer, assign, sublease (if applicable), license, or franchise, or equivalent shall be void and confer no rights upon any third person. No assignment, subcontract, transfer, license, franchise, or equivalent shall relieve Concessionaire of any obligations under this Agreement. The consent by the City to any transfer, assignment, or subcontract shall not be deemed to be a waiver on the part of the City to any prohibition against any future transfer, assignment, or subcontract.

18.2 Procedure for Transfer
Should Concessionaire desire to make a transfer hereunder, Concessionaire shall, in each instance, give written notice of its intention to do so to Airport Director at least ninety (90) days before the intended effective date of any such proposed transfer, specifying in such notice whether Concessionaire proposes to assign or sublet, or enter into license, franchise or concession agreements, the proposed date thereof, and specifically identifying the proposed transferee, previous business experience of the proposed transferee, including without limitation copies of the proposed transferee's last two years' income statement, balance sheet and statement of changes in financial position (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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by the proposed transferee. Such notice shall be accompanied, in the case of a proposed assignment, subletting, license, franchise or concession agreement, by a copy of the proposed assignment, sublease, license, franchise or concession agreement or, if same is not available, a letter of commitment or a letter of intent.

18.3 Required Documents and Fees
Each transfer to which City has consented shall be evidenced by a written instrument in form satisfactory to City, executed by Concessionaire and the transferee, under which the transferee shall agree in writing for the benefit of the City (except as otherwise agreed in writing by the City) to assume, perform and abide by al l of the term, covenants and conditions of this Agreement to be done, kept and performed by Concessionaire, including the payment of all amounts due or to become due under this Agreement directly to the City and the obligation to use the Assigned Areas onl y for the purposes specified in this Agreement. Concessionaire shall reimburse the City's reasonable attorneys' and administrative fees incurred in the processing of, and documentation for, each such requested transfer, not to exceed $500, whether or not the transfer is consummated.

18.4 Transfers
The term "transfer" includes, but is not limited to, transactions after the commencement date in which the Concessionaire sublets, rents or otherwise permits occupancy or use of the Assigned Areas by a third party.

18.5 Consent
If the City consents to any transfer, assignment or subcontract, that consent shall not be effective unless and until Concessionaire gives notice of the transfer or assignment and a copy of the transfer, assignment, or subcontract agreement to the City, and the transferee, assignee, or subcontractor assumes all of the obligations and liabilities of the Concessionaire under this Agreement.

18.6 Transfer to Wholly Owned Subsidiary
Concessionaire may transfer this Agreement to any wholly owned subsidiary provided that Concessionaire shall guarantee and remain secondarily liable for the compliance with all terms and conditions of the Agreement.

ARTICLE 19

FEDERAL REGULATION

19.1 Grant Agreement Covenants
Concessionaire acknowledges that City is subject to Federal Grant Agreement obligations as a condition precedent to the grant and receipt of federal funds for improvements to the Airport, and, accordingly, Concessionaire, for and on behalf of its representatives, successors and assigns, as part of the consideration hereof, cove nants and agrees to be bound by the following covenants provided by the Federal Aviation Administration, as they may apply to Concessionaire. A comprehensive list of Federal DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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Aviation Administration covenants are attached hereto as Exhibit “C”, and incorporated herein by this reference.

19.2 Federal Government's Emergency Clause
All provisions of this Agreement shall be subordinate to the rights of the United States of America to operate the Airport or any portion thereof during time of war or declared national emergency in accordance with established lawful procedures.

Such rights shall supersede any provision of this Agreement that is inconsistent with the operation of the Airport by the United States of America during time of war or national emergency.

ARTICLE 20

NONDISCRIMINATION, DBE PARTICIPATION

20.1 Policy
It is the policy of City to promote the objectives of the United States Department of Transportation with respect to the participation of DBE'S in DOT assisted contracts.

This policy has been formulated to comply with 49 CFR Parts 23 and 26. The Concessionaire agrees to include the statements in Paragraphs 22.02, 22.03, and

22.04 in any subsequent agreement that it enters and cause those businesses to similarly include the statements in further agreements.

20.2 Nondiscrimination

20.2.1 Covenant Against Discrimination. In connection with its performance under this Agreement, Concessionaire 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”).

Concessionaire 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 t his Agreement, and in executing this Agreement, Concessionaire certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Concessionaire 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 Concessionaire 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.

20.2.2 Concessionaire certifies that, in dealing with subcontractors under this Agreement, it has not discriminated or given any preference to any firm based on race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity or national origin. Concessionaire shal l fully comply with all Federal DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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and State of California laws pertaining to nondiscrimination, and shall not discriminate or grant preferential treatment on the basis of age, sex, race, religion, color, creed, disability, ethnicity, sexual orientation, actu al or perceived gender identity or national origin in connection with or related to the performance of this Agreement.

20.2.3 This Agreement is subject to the requirements of the U.S.

Department of Transportation's regulations, 49 CFR Part 23. Concessionaire and any subcontractors agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23.

20.2.4 Concessionaire agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements.

Concessionaire shall ensure that Concessionaire’s agreements with Subconcessionaires include language requiring Subconcessionaire to include the statements outlined in Section 20.2.1 and 20.2.2 in any subsequent agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements.

20.3 General Civil Rights Provision
The Concessionaire assures that it will comply with pertinent statutes, Executive Orders and such riles as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance.

ARTICLE 21

LABOR AND PREVAILING WAGE

21.1 Prevailing Wage
If required by law, Concessionaire shall cause its contractors and subcontractors to:
pay prevailing wages in the performance of any work pursuant to this Agreement as those wages are determined pursuant to Labor Code Sections 1720 et seq.; to employ apprentices as required by Labor Code Sections 1777.5 et seq.; and comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810- 1815 and the implementing regulations of the Department of Industrial Relations (the “DIR”) for all such Labor Code sections.

21.2 Prevailing Wage Indemnification
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for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Concessionaire, or its contractors or subcontractors) to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., to hire apprentices in accordance with Labor Code Sections 1777.5 et seq., or to comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810-1815 and the implementing regulations of the DIR in connection with any work performed pursuant to this Agreement. The provi sions of this Section shall survive termination of this Agreement.

ARTICLE 22

SECURITY MEASURES

22.1 Security Compliance
Concessionaire agrees to abide by all provisions of the Airport's Security Plan approved by the Federal Aviation Administration (FAA) and/or Transpor tation security Administration (TSA), and agrees to institute and carry out all security measures as provided in the plan. Any violations of the security plan which result in fines to the City by the FAA and/or TSA, and which are caused by Concessionaire, its officers, agents, or employees, will be assessable to Concessionaire by City and will be deemed to be additional fees and charges payable by Concessionaire to City following invoice thereof by City to Concessionaire.

22.2 Responsibility
Concessionaire shall be solely responsible for instituting and carrying out specific security measures in the areas where it is authorized to operate to prevent vandalism or damage to persons or property. City shall be responsible only for general security throughout the Airport and shall not be liable for any vandalism or damage to persons or property that may occur in the areas of Concessionaire's operation.

22.3 Additional Security Measures
Concessionaire understands and acknowledges that City reserves the r ight to implement or change security measures that may limit public access to the Airport or the terminals. In such event, Concessionaire waives all rights against City for such limitation, and City shall not be liable to Concessionaire for any amount, including compensation, in the form of reduction of the fees owed to Concessionaire.

22.4 Changes in Security
Concessionaire recognizes that the Airport is required to comply with the security mandates of the Department of Transportation, the Federal Aviation Administration, the Transportation Security Administration, the Department of Homeland Security, and with other governmental and administrative rules and regulations relating to airports. Any procedures determined by the City to be applicable to Concessionaire in order for the City to comply with the foregoing will be furnished to Concessionaire in writing and delivered by email and/or facsimile transmission, confirmed by mail, to Concessionaire at its notice address provided in this Agreement.

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22.5 Temporary Restrictions
Concessionaire further agrees that all or a portion of its operations hereunder may be temporarily or permanently reduced or terminated if the Federal Aviation Administration (FAA) and/or Transportation Security Administration (TSA) requires that all or a portion of the fixtures or improvements must be removed from the Airport.

In such event, the Airport Director is authorized, on behalf of City, to take all action necessary to comply with such requirement, including without limitation, terminating this Agreement.

22.6 Training
The Concessionaire shall ensure that its employees participate in such safety, security and other training and instructional programs, as the City or appropriate Federal agencies may from time to time require.

22.7 Screening
To the extent any of Concession personnel require identification badges security clearance for access to the Airport, and the screening of goods, products, equipment, materials and supplies, the Concessionaire is responsible at its expense for securing such badges, clearance and screening. The Concessionaire will cause subcontractors to be similarly responsible for their personnel under the subconcession agreement, and will monitor compliance by subcontractors with required badging and security clearances and the screening of Subconcessionaires’ goods, products, equipment, materials and supplies. Concessionaire will apply default remedies under subconcession agreements as required to remedy violations or other deficiencies by subcontractors.

ARTICLE 23

MISCELLANEOUS

23.1 Rights Reserved to the City
All rights not specifically granted to the Concessionaire by this Agreement are reserved to the City.

23.2 City Not Liable
Except as specifically provided for in this Agreement the City shall not be under any duty or obligation to the Concessionaire to repair or maintain the Assigned Areas, or any portion thereof, or any facilities or equipment constructed thereon other than as previously set forth herein. The City shall not be responsible or liable to the Concessionaire for any claims for compensation or any losses, damages, or injury, including lost profits, sustained by the Concessionaire resulting from failure of any water supply, heat, air conditioning, electrical power, or sewer or drainage facility, or caused by the natural physical conditions on the Airport, whether on the surface or underground, including stability, moving, shifting, settlement of, ground, or displacement of materials by fire, water, windstorm, tornado, act of God, or state of DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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war, civilian commotion or riot, or any other cause or period beyond the control of the City, except to the extent covered by the City's insurance.

23.3 Entire Agreement
This Agreement constitutes the entire agreement of the parties hereto and may not be changed, modified or amended, but only by a w ritten instrument of change, modification or amendment executed by the party against whom enforcement of any change, modification or amendment is sought.

23.4 Relationship of the Parties
The Concessionaire is and shall be deemed to be an independent contractor and operator responsible to all parties for its respective acts and omissions, and the City shall in no way be responsible therefore. Nothing in this Agreement shall be construed as making the Concessionaire an agent or representative of the City for any purpose whatsoever. Further, nothing in this Agreement is intended or shall be construed as in any way creating or establishing the relationship of copartners between the Parties hereto.

23.5 Ingress and Egress
For the purpose of contract performance, the City w ill grant the Concessionaire without charge therefore, the right of ingress and egress from said Assigned Areas by the Concessionaire, its employees, contractors, suppliers, servicemen, licensees, guests, patrons, and invitees, provided that such right of ingress and egress shall at all times be exercised in compliance with any and all regulations promulgated by lawful authority for the care, operation, maintenance, and protection of the Airport which apply to all users of the Airport. For purposes of this Article, a person shall be deemed to conduct business on the Airport if he occupies any space on the Airport or if he provides any services on the Airport, other than utilities, on a regular or continuing basis.

23.6 Waiver of Performance
The failure of the City or the Concessionaire, in any one or more instances, to invoke a provision, term, covenant, reservation, condition, or stipulation of this Agreement, or to enforce or take action to enforce, or to demand performance by the other party hereto, or to insis t upon a strict performance by the other of any of the provisions, terms, covenants, reservations, conditions or stipulations contained in this Agreement shall not be considered a waiver or relinquishment of the rights to invoke enforce, demand, or insist thereon, but the same shall continue and remain in full force and effect, and no waiver by either party of any provision, term, covenant, reservation, condition or stipulation hereof shall be deemed to have been made in any instance unless expressed in writing. In the event any provision contained in this Agreement is breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to be a waiver of any other breach hereunder.

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23.7 Specific Performance of City's Rights
City shall, have the right to obtain specific performance of any and all covenants or obligations of Concessionaire under this Agreement, and nothing contained in this Agreement shall be construed as or shall have the effect of abridging such right.

23.8 Survival of Concessionaire's Obligations
All obligations of Concessionaire under this Agreement which cannot be ascertained to have been fully performed prior to the end of the Term or any earlier termination hereof shall survive the expiration or termination of this Agreement; whichever occurs earlier.

23.9 Severability
If any article, section, provision, term or condition of this Agreement is held to be invalid by a court of competent jurisdiction, the remainder of this Agreement, including the remaining rights and obligations of the City and the Concessionaire, shall not be affected thereby.

23.10 No Third Party Beneficiaries
This Agreement is for the benefit of the parties hereto only and is not intended to and shall not create any rights in or confer any benefits upon any person or entity other that the parties hereto.

23.11 Governing Law
This Agreement shall be governed by and in accordance with the laws of the State of California without regard to conflicts of law principals.

23.12 Venue
To the extent allowed by law, the venue for any action arising from this Agreement shall be Riverside County.

23.13 Waiver of Jury Trial
The Concessionaire hereby waives all right to trial by jury in any claim, action, proceeding or counterclaim by either the Concessionaire or the City against each other or any matters arising out of or in any way connected with this Agreement.

23.14 Notices
Any notice, demand, request, consent, approval, or communication 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 certified mail, return receipt requested to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section.

To City: Attention: City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263
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and

Attention: Airport Director
Palm Springs International Airport
3400 E. Tahquitz Canyon Way
Palm Springs, CA 92263

To Concessionaire: Fuse Connect, LLC.

Attention: Scott Jacobson
6219 Rocking Horse Way
Orange, CA 92869

23.15 Duplicate Counterpart Originals
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

23.16 Capacity to Execute
The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement.

23.17 Execution
The parties hereto acknowledge that they have thoroughly read this Agreement, including any exhibits or attachments hereto and have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein.

23.18 Transfer of Operations
Concessionaire agrees to cooperate with any substitute concessionaire at the termination of this Agreement, whether by lapse of time or otherwise.

Concessionaire shall provide a complete list of existing advertising agreements including the contact person for each advertising client. City may direct Concessionaire to leave in place any wall or other wraps and any artwork, graphics, posters, or other collateral advertising material for reuse in the Airport subject to the consent of the advertising client.
[SIGNATURE PAGE FOLLOWS]

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SIGNATURE PAGE TO CONCESSIONS AGREEMENT

BY AND BETWEEN THE CITY OF PALM SPRINGS
AND FUSE CONNECT, LLC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the first date written above.

CONCESSIONAIRE:

By: _____________________________ By: _____________________________ Signature Signature
(2nd signature required for Corporation)

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No. ________

APPROVED AS TO FORM: ATTEST:

By: _____________________________ By: _____________________________ City Attorney City Clerk

APPROVED:

By: _____________________________ Date: ____________________________ City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
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EXHIBIT A

SCOPE OF WORK AND COST PROPOPSAL
[ATTACHED]
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SCOPE OF WORK

1.1 Background:

A. Palm Springs International Airport (Airport) is owned and operated by the City of Palm Springs (City) and serves as the only commercial service airport for the Coachella Valley. The airport is located two miles east of Downtown Palm Springs and encompasses 940 acres of land situated between Palm Springs and Cathedral City, CA. It is in close proximity to Interstate 10 providing access to the Los Angeles Metropolitan Area, and PSP Airport is the closest airport to the popular Joshua Tree National Park. The Airport’s catchment area extends from the Salton Sea to the south, north to Yucca Valley including Joshua Tree National Park, and west into the Inland Empire. PSP is served by 12 airlines with nonstop service to more than 30 airports in season.

B. The Airport is designated by the Federal Aviation Administration as a small -hub airport, and the airport recorded its busiest year in history in 2022 with 2,981,844 total passengers served, which is an increase of 16.3% over its previous record set in 2019. PSP has traditionally been viewed as a seasonal airport with the bulk of passenger traffic occurring during the area’s primary tourist season spanning October through April each year. However, the Airport has grown significantly since 2019 and the summer months are seeing more passengers and flights. The Total Passenger Count for Summer 2022 grew by 35% compared to Summer 2019. PSP now has 12 air carries offering nonstop service over 30 airports across the USA and Canada in season, and PSP will offer year-round service to 14 cities in the summer of 2023 up from 10 in 2019.

C. There are over 3.9 million residents within 60 miles of the Airport, and the Airport is seeing an increase of Inland Empire residents choosing to fly from PSP vs. other airports in the Los Angeles area. Passenger traffic averaged for Q1, Q2, and Q4 shows that approximately 33% of the Airport’s passenger traffic originates at the Airport and the remaining 67% is inbound. However, the percentage of traffic that originates at the Airport increases to approximately 44% in Q3. The Coachella Valley is home to over 400,000 year -round residents and grows to over 800,000 between October and April when the valley’s “Snowbirds” return each year. The majority of the Coachella Valley’s winter season residents come from Canada and northern US states. The dominate inbound passenger segment at the Airport consists of tourists and those visiting friends and relatives that winter in the valley. This provides ample opportunity for advertising local businesses to inbound passengers as well as national and international companies to those returning home from the Airport.

D. The Airport’s passenger terminal is the famed mid-century modern terminal designed by Donald Wexler with an outdoor courtyard post-security offering plenty of space for passengers to relax and enjoy before boarding their flight. The courtyard connects to two concourses, the Sonny Bono Concourse offering eight gates with boarding bridges, and the Regional Jet concourse with eight ground boarding gates. There are two additional ground boarding gates located off the courtyard area as well.

E. Parking facilities at the Airport consist of one main lot in front of the terminal with nearly 1,000 spaces, and in the fall of 2023 the airport plans to open a year -round economy lot with over 1,000 parking spaces.

F. Project Goals:

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1. The Contractor will work with the Deputy Director of Aviation, Marketing and Air Service for the development of a refreshed and reimagined Advertising Concessions Program at Palm Springs International Airport.

2. The current program is currently managed by Lamar Airport Advertising, and historically the airport’s concessions program has been located solely inside the terminal area consisting of a mix of static and digital displays.

3. The Airport is looking to complet ely refresh advertising displays throughout the terminal because many are showing their age. The Airport prefers to convert most advertising locations to digital but remains open to retaining some static displays if there is market demand. The Airport woul d also like to reduce the amount of advertising displays in the baggage claim while increasing revenue. The Airport also believes there are many other ways to create interest and increase revenues through other types of displays and techniques, therefore t he airport is opening the entire airport campus for ideas for advertising, sponsorships, and/or naming rights.

4. The Contractor shall provide creative, innovative advertising ideas that go beyond traditional airport advertising, attracts new advertisers at higher rates, generates more long-term contracts, and improves the visual aesthetic for Airport users.

G. Existing Advertising Displays:

1. Exit to Baggage Claim and Ground Transportation
a. Four digital vertical double sided floor mounts
b. One static backlit vertical single sided floor mount

2. Corridor to Baggage Claim
a. Seven static wall mounted backlit

3. South Baggage Claim
a. Two tension fabric wall mounted backlit

4. North Baggage Claim
a. Four tension fabric wall mounted backlit. One unit has a magazine rack below.

5. East Baggage Wall
a. Three large video walls, one above each bag claim

6. Baggage Claim Bag Belts
a. Five digital horizontal double-sided end cap mounted b. Ten tension fabric backlit center mounted

7. Center Terminal
a. Two overhead wall mounted digital displays

8. RJ Concourse (Gates 12-20)
a. One digital single side vertical floor mount

9. Sonny Bono Concourse (Gates 4-11)
a. One digital single sided vertical floor mount
b. Two large overhead wall mount static – overhead lit
c. Four tension fabric wall mounted displays – not lit
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10. Courtyard
a. Four static double sided backlit
b. Two static single sided backlit

11. Walkway to RJ Concourse
a. Four static double-sided floor mounted backlit

1.2 Scope:

A. The Contractor shall retain, produce, and promote growth from local, regional, and national advertisers with a focus on advertising that showcases the businesses and unique culture of Palm Springs and the Coachella Valley.

B. The Contractor shall retain plan to reduce visual clutter in baggage claim without reducing revenues and deployment of state-of-the-art technology.

C. The Contractor shall retain ongoing consulting and periodic reviews of the program with Airport officials as appropriate, including measurement of performance, milestones, and other program management related duties.

D. The Contractor shall retain monthly sales reports with rates, name, and contract terms of advertisers.

E. The Contractor shall provide annual review of the advertising concession program results with recommendations for improvement, updates and/or upgrades, and tactical or strategic changes.

F. The Contractor shall provide procurement, installation, and maintenance of displays, fixtures, hardware, and any software needed to operate the program. The Contractor shall make a Minimum Capital Investment of $350,000 for the costs to be paid to contractors and/or subcontractors for improvements, furnishings, fixtures, and equipment (exclusive of leased equipment and taxes) required for the program within the first four months of the agreement. No more than 10% may be spent on design and/or architectural costs.

G. The Contractor shall coordinate all phases of the advertising concession program at the Airport including implementation, management, developing a business strategy, creating marketing and advertising sales plans, developing a pricing strategy, making recommendations for capital improvements, selling advertising space and managing contracts, coordinating advertising displays, installations, production, and monthly reporting.

H. The Contractor will assist in the development and execution of a transition plan from the existing advertising program and will work with the Airport and the existing vendor throughout the transition period as needed.

I. The Airport will provide use of airport conference rooms for sales purposes when available, review and final approval of all advertising submissions, and will provide a list of existing advertisers and available information relative to agreements and contact information.

J. The Airport expects the new concessions program to maintain a commitment to terminal’s mid -century modern design aesthetics through coherent and complimentary advertising displays and fixtures.

K. 10% of advertising space will be allocated to the Airport for its marketing purposes including, but not limited to, trades and other marketing or community purposes at the sole discretion of the Airport.

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L. The Contractor shall have the non-exclusive right to operate the following at PSP:

1. In-terminal advertising: Advertising within the terminal may include, but is not limited to, traditional b acklit wall mounted displays; floor/ground mounted displays; overhead dioramas; high- tech media including digital displays, recessed signs with light emitting diode displays, fiber optic displays, wide screen video systems, digital image banners, touch scr eens, interactive multimedia software, branded/sponsored device charge points, interactive projection systems or optical imaging display cases; wall murals; fixed 3- dimensional displays; video advertising; advertising on back of boarding pass ticket stock.

2. Outdoor advertising program: Advertising outside the terminal may include, but is not limited to, light pole banners; exterior wall wraps; recessed signs with light emitting diode displays; fiber optic displays; wide screen video systems; digital image banners; static signage, interactive multimedia software; interactive projection systems or optical imaging display cases. Billboards are not allowed per City ordinance.

3. Airport parking advertising program: Advertising associated within parking areas may include, but is not limited to, ads on the sides and rear of parking shuttle buses; wraps on gate arms at parking lot exits; advertising on front or back of parking lot tickets.

4. Sponsorship and naming rights: Contractor shall suggest creative ideas for maximizing revenue through sponsorships of and/or naming rights for airport services, facilities, venues and/or other proposer identified infrastructure.

5. Unique partnerships: The Contractor shall suggest creative ideas for innovative partnerships with businesses that want to pursue non-traditional marketing at the airport. These opportunities may include, but are not limited to, special events, product rollouts, demonstration booths, technology centers, and strategic product placement.

M. Limitations and Restrictions

1. Advertising shall not compete with roadway, wayfinding, safety, amenity or informational signage. Displays are not to be mounted in a manner that might limit passenger visibility of roadway, wayfinding, safety, amenity, or informational signage.

2. All displays must comply will all applicable provisions of the Americans with Disabilities Act of 1990 (“ADA”). Advertising is not permitted in and around TSA Security Screening Checkpoint, tenant leased spaces , without approval of the leaseholder, nor in any area that conflicts or interferes with art displays. All advertising locations, equipment, and content for any proposed concept shall be subject to the approval of the Airport prior to implementation.

3. The Airport desires to maintain a family friendly, inoffensive environment which reflects positively on the community. Under no circumstances shall such advertisement include controversial social, moral, political, or ethical content or messages. The Airport r eserves the right to change, add, remove, deny, or relocate any advertising, sponsorship, or unique partnership as it deems appropriate.

4. All fixtures, displays, and hardware needed for the program will become the sole property of the Airport at the end of the contract period

5. No advertising of any sort may be placed on the front facade of the Terminal building or in a manner that blocks the view of the terminal. This requirement is DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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included to ensure compliance with historic preservation ordinances and regulations.

6. Any static locations will be filled with airport messaging when not contracted.

Contractor will be responsible for printing and installation.

1.3 Schedule:

Work will commence on the issuance of a notice to proceed and will continue for three years with two one-year options to be exercised at the City’s sole discretion.

1.4 Compensation:

Work will be compensated on a revenue share basis. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.

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EXHIBIT B
CONCESSIONAIRE’S PROPOSAL
[ATTACHED]

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REQUEST FOR PROPOSALS: #27-23
Operation, Maintenance, and Management of some
very exciting things - Advertising Concessions
F A
CONTACT: Scott Jacobson
[email protected]
+1 (213) 800-5883

FUSE ADVANCEMENT
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C O N T E N T S
COVER LETTER . . . . . . . . .

COMPANY OVERVIEW . . .

STAFFING. . . . . . . . . . . . .

AIRPORT PORTOFLIO . . . .

SCOPE OF WORK . . . . . . . .
2 4
6 ADVERTISING STRATEGY . .
12 16
20 1

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March 12, 2023

Daniel Meier
Palm Springs International Airport
3400 E. Tahquitz Canyon Way, Suite 1
Palm Springs, CA 92262
Dear Daniel,
Fuse Advancement respectfully submits the following proposal for the Advertising Concessions Program at Palm Springs International Airport (PSP). The Fuse group has seen tremendous growth since its inception 3 years ago bringing over 35 years of combined experience in sponsorships and fundraising in higher education to the aviation space.

PSP is one of the fastest-growing airports in the country, serving one of the most dynamic population centers in the country. According to the Southern California Association of Governments, the Coachella Valley and Inland Empire regions will outpace every other subregion in SoCal over the next 20-25 years. The City of Coachella itself will add nearly 84,000 residents between 2016 and 2045 — the fastest growth in Riverside County and second fastest in all of the Inland Empire. PSP will continue to be well-positioned to capitalize on this growth.

The greater Palm Springs area is near and dear to our company as we have a number of family, close friends, and business associates that call the desert their home. The synergy between Fuse and the trajectory of PSP is clear and we are proud to present the following proposal. Thank you for the opportunity to respond to this RFP and don’t hesitate if you have any questions.

Sincerely,

Scott Jacobson
Founder, CEO Fuse Advancement
2 FUSE ADVANCEMENT

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FUSE ADVANCEMENT
Fuse understands that security is of uppermost
importance in the aviation industry and will comply
with security requirements. Fuse staff is currently
badged at Ontario International Airport and Santa
Barbara Airport.

Security
If awarded the contract, Fuse will obtain the
necessary license in accordance with the City of
Palm Springs Business Licence Ordinance. Fuse
currently has business licenses with the City of
Ontario, the City Santa Barbara, and the City of
Orange.

BusinessFuse has over 35 years of collective experience developing and overseeing fundraising,
sponsorships, sales and marketing campaigns for
non-profit and government organizations, including
multiple Universities. Since 2020, Fuse has taken
this proven approach to the aviation industry,
developing relationship-based advertising programs
at three California airports.

Eperience
Knowledge
Since 2020, Fuse has secured advertising and
partnership agreements with three California
airports and has delivered high-quality service and
results to each partner.

M I N I M U M R E Q U I R E M E N T S
Fuse Advancement (hereinafter, “Fuse”), is a Southern California-based airport advertising service and solutions provider that is committed to nurturing true connections with airports and their respective communities. Since our formation in 2020, Fuse has developed an innovative approach to advertising that embeds community-centric and mutually beneficial partnerships into the core of our strategy. Through the Fuse Connect vertical, Fuse offers its airport partners unique relationship-based strategies that catalyze creative solutions and improve revenue, brand value, and customer advocacy. Fuse is proud to call Ontario International Airport, Santa Barbara Airport, and Charles Schulz Sonoma County Airport our partners.

Additionally, Fuse oversees corporate sponsorships and partnerships with California State University at Fullerton Athletics and the University of California at Santa Barbara Athletics. At our core, we believe that all airports are unique, and each requires a tailored approach to developing an advertising program.

C O M P A N Y O V E R V I E W

G E T T O K N O W F U S E
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3 1
3 1
Adventure
We believe in living a
fulfilled life through
embracing new
experiences. At Fuse, we
seek and promote
opportunities for
adventure and
excitement, and we
believe that these
experiences can bring
significance not only to
our own lives, but allow us
to be more productive
and make a more
meaningful contribution
and impact for our airport
partners.

Service
We are committed to
providing exceptional
service to our
employees, customers,
and clients, and strive
to make a positive
impact in our
communities. We value
relationships and are
dedicated to building
strong, intentional, and
meaningful
connections with our
community.

Growth
We are committed to
being lifelong learners
and constantly striving
to improve ourselves,
our business and our
relationships with our
partners. We embrace
innovation and
adaptability to meet
the changing needs of
our industry and the
world around us.

Relationships
We believe the
relationships we build
and foster are at the
core of everything we
do. The old way of
approaching business
from a transactional
mindset is antiquated
and stagnant. We
commit to growing our
relationships so that true
win-win scenarios are
paramount in all that we
do.
5 At Fuse, we believe that promoting diversity, equity, and inclusion in both the workplace and community lead to increased cultural awareness and mutual respect. These principles are integral to our culture, and we demonstrate our commitment to them by creating a welcoming and respectful work environment, cultivating DEI-focused partnerships and driving community development through involving Non-Governmental Organizations (NGos). At Fuse, our advertising program at PSP would reflect the diverse and inclusive community of Palm Springs.

Purposeful relationships
& community partners
ARE OUR FOUNDATION.

COMPANY VAUES

C O M M I T M E N T T O D E I
Cultivating dynamic win-win
partnerships at any stage of growth.

FUSE ADVANCEMENT
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This event became a significant moment for the
relationship and Walters signed up for a 12-month
advertising agreement.
6 O V E R V I E W

O N T A R I O I N T E R N A T I O N A L A I R P O R T ( O N T )

T H E A I R P O R T F A M I L Y
Fuse is proud to have three California airports: Ontario International Airport (ONT), 6 million annual passengers; Santa Barbara Airport (SBA), 1.3 million annual passengers; and Charles Schulz Sonoma County Airport (STS), 700,000 annual passengers. Each airport partner is unique and requires a different approach in developing the advertising and partnership program. Thus, Fuse commits to understanding the mission, vision, goals, and distinct characteristics of each property and region to develop a specific and tailored strategy and program. This approach has resulted in Fuse increasing revenue for each partner, while elevating the passenger experience and airport community profile. Fuse has passed all security protocols, being badged at both ONT and SBA.

In 2020, Fuse was brought on board to assist ONT
in transitioning their advertising program from
another well established concessionaire. The
Ontario International Airport Authority awarded
Fuse with a five-year contract. Fuse began working
with ONT during the height of the pandemic and
took over an advertising program in which every
single advertiser had stopped paying due to the
pandemic.

Porsche
In January of 2021, Fuse negotiated a 12-month
partnership with Porsche and Audi of Ontario and
their parent company Walter’s Automotive. Walter’s
had never partnered with ONT before and this
became a turning point in the program. When Fuse
first approached Walter’s Automotive, they were not
interested in advertising. Fuse pitched the idea of
Porsche doing an event in the old National Guard
hangar where Ford v Ferrari was filmed.

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O N T A R I O I N T E R N A T I O N A L A I R P O R T ( O N T ) 7 Good Day LA
Fuse solicited and negotiated a truly unique three-
year partnership with ONT and Fox 11/Good Day LA
which has been independently valued at
approximately $1 million a year in additional
coverage and exposure for ONT. Fox 11 placed a
camera at ONT which they cut to at various times
during the Good Day LA show showing the weather
and live shots from the airport.

Additionally, Fox committed to a number of stories a
year from the airport and added a “Barking Lot”
segment on Fridays highlighting the Traveling Pets
of ONT. It has evolved into a true partnership with
Fox 11 sending reporters out to cover stories
important to the airport and the region and even
participating in events together with the airport.

Brewery X & Top Golf
One key example of Fuse's ability to cultivate
relationships was with Brewery X, the largest
independently owned and fastest growing brewery
on the west coast located in Anaheim, CA. Brewery
X started as an advertising partner but after Fuse
developed the relationship and engaged them with
the executive team at ONT, Brewery X is now set to
open a state of the art tap room in the airport in
partnership with TopGolf.

ONT will be the first airport in North America to
have TopGolf Swing Suites in the airport. Fuse was
able to reach out to TopGolf and sell them on the
concept of bringing their technology into the airport
and partnering with Brewery X.

Once the credibility of having a Porsche and Audi
dealership involved came to fruition, a number of
other brands wanted to be a part of the program. In
addition, Fuse negotiated a series of innovative
partnerships, including a branding and advertising
campaign with UCR Health, which as part of the
program furnished and remodeled nursing rooms in
the airport’s two terminals; Santo Spirits, which
includes an audio welcome message in baggage
claim from local rock icon Sammy Haggar; artist
installations in collaboration with Claremont
Graduate University; an advertising agreement with
the brand new “Cheech” at the Riverside Art
Museum including welcome messages at ONT from
Chicano actor, comedian and art aficionado
Cheech Marin; and Fox 11/Good Day LA.

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O N T A R I O I N T E R N A T I O N A L A I R P O R T ( O N T ) The Swing Suites will include not only golf but
games for kids/families including soccer, dodgeball,
carnival games, etc. In a significant moment for the
airport, Fuse brought the two parties together to
discuss partnering and ONT and Brewery X entered
into a Joint Venture with ONT to own and operate
“Brewery X @ ONT” sharing all costs and profits. The
financial projections show millions in revenue for the
airport over the next decade from this venture.

Elevated Partnerships
ONT asked Fuse to help facilitate partnerships that
would increase the brand recognition of the airport
and connect with individuals in new and innovative
ways. Fuse negotiated and secured deals with The
Big West Conference, TSM eSports, and the Los
Angeles Chargers.

ONT has become the official airport of the Big West
Conference with Universities in the catchment area
including UC Riverside, Cal State Fullerton, Long
Beach State, etc. In addition, the University of
Hawaii is a member of the conference and the
partnership has allowed ONT to promote its daily
service to Hawaii with Hawaiian Airlines. Alumni and
fans of the Universities were encouraged to fly from
ONT for the Big West Tournament in Las Vegas.

Furthering the innovation, ONT created the ONT+
platform which allows non-ticketed passengers to
go through security into the gate area. Fuse is
working with partners to advertise on the platform
and help drive traffic to the terminals. We are
projecting increased revenues for the F&B outlets as
well as further exposure for our advertisers from this
program.

In another first, Fuse aligned ONT with TSM, the
largest eSports team in the world. ONT was looking
for something different and outside the box rather
than traditional advertising and marketing.

Through its relationships, Fuse connected ONT with
TSM and struck a first of its kind in airports to
promote ONT through eSports. Highlights included
TSM team traveling through ONT for their
competitions and highlighting their experience on
social media channels and ONT sponsoring online
arenas for fans. This allowed ONT to connect with
the region’s millennials (3rd largest concentration of
millennials in the country) and highlight the “So Cal
So Easy” brand.

Up-leveling the Digital Experience
Fuse has not only elevated the relationships but also
the physical advertising assets at each airport. Fuse
worked with ONT to install a new state-of-the-art
digital wall in the international arrival area
specifically targeting the growing international travel at ONT. Before the wall was even up Fuse created an
advertising partnership with Discover IE for a one-
year agreement that will include advertising on the
digital wall and activation booths in the arrival area.

The amount was more than the investment of the
new digital and ensured the ROI was immediate. We
are currently working with ONT to finalize a large six- figure investment in added digital
throughout the terminals that will create new
revenue streams and uplevel the passenger
experience.

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SANTA BARBARA AIRPORT (SBA)
7 In March 2022, SBA signed a contract with Fuse to
oversee the development of a strategy for the
advertising program, after the conclusion of the
contract with the former concessionaire.

Subsequently, Fuse was awarded a three-year (with
a two-year option) advertising and partnerships
contract to oversee all aspects of the program. SBA
leadership was committed to bringing on an
advertising concessionaire that not only managed
all aspects of the program but would increase
revenue and would be able to develop creative
community partnerships with the greater Santa
Barbara Region. Fuse manages all aspects of the
program, including digital infrastructure, sales,
community partnerships, and contracting/billing.

Reimagined Static Advertising
Fuse also worked with SBA to identify and activate
new advertising spaces, while maintaining respect
for the regional architecture and terminal
aesthetics. Fuse worked with Chumash Casino and
SBA to get the airport and community buy-in to
activate the large terminal entry hallway area in a
manner that was complimentary to the architecture
of the airport.

Fuse also partnered with the local health system,
Cottage Health, to wrap the inside of the Mamava
Nursing Pod with creative advertising that includes
resources (lullabies, nursing tips) for nursing parents.

Community Partnerships
Fuse displayed its commitment to the community by
establishing long-term partnerships between the
airport and local brands. These include a
partnership with travel app, Autio, in which incoming
passengers are welcomed to the airport to an audio
recording of Santa Barbara local, Kevin Costner.

Fuse has also linked up with popular Central Coast
brewery, MadeWest, to dev
elop a series of artistic advertising murals and
creative digital ads. In efforts to support SBA in
nonprofit engagement, Fuse established a
partnership between SBA and YouthWell to
disseminate mental health information and
resources in the Santa Barbara Region during
National Mental Health Awareness Month. Fuse is
also working with the Santa Barbara Maritime
Museum to develop a creative art exhibit under the
umbrella of the advertising program. All this, while
increasing revenue for the airport.

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SANTA BARBARA AIRPORT (SBA)
CHARLES M. SCHULZ–SONOMA COUNTY AIRPORT (STS)
This wine program will encourage wineries to
advertise/partner with STS and at the same time up
level the passenger experience for those traveling
through the airport.

Fuse is working with STS to install a digital kiosk
“virtual welcome area” in the arrivals area. Over the
next few months, we are meeting with a number of
Chambers and regional businesses to present the
new changes at STS and opportunities to be
involved in the advertising program including the
virtual welcome area. When we took over at STS,
there were no paid advertisers in the terminal. We
are building the program from scratch and already
secured a number of long-term contracts.

C O N T R A C T O R S & R E F E R E N C E S
Up-leveling the Digital Experience
As part of the contract, Fuse invested resources to
enhance the passenger experience through a series
of improvements to the digital infrastructure, and
new creative static opportunities. The first phase of
the digital refresh included the replacement of all
existing digital screens with new, larger
commercial-grade screens. These screens were also
connected to a network so that all advertising
content could be uploaded in real-time, and from
any remote location. The second phase of the
digital plan includes the implementation of an
arrivals digital network, which includes two state-of-
the-art LED boards on the arrivals escalator and the
baggage claim bag drop area.

Fuse was awarded the advertising contract with
STS in November of 2022 after leadership had seen
the success of ONT and SBA. STS was a few months
away from opening its new terminal and had no
advertising or partnership program in place. In a
short amount of time, Fuse organized the digital
networks, created the pricing and a media deck,
and began to engage with the community to
educate them on the new opportunities at STS. In
just five months, Fuse has met in person or via Zoom
with over 85 companies in the Sonoma County
region.

Wine & Spirits
In addition to bringing in advertisers from the
region, Fuse brought its relationship with Santo
Spirits which is co-owned by Guy Fieri. Guy is from
the Santa Rosa area and will be providing a series
of videos and messages for the airport. Additionally,
Fuse is working with STS and local wineries to
develop and implement a wine tasting activation
program over the summer.

For information on contractors and
references please see the Partners Page
(p. 14) and Attachment "E".

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The purpose of the Fuse staffing plan is to identify and set forth a strategy and guidelines to achieve our vision and scope of work for Palm Springs International Airport. Fuse is committed to having boots on the ground and a community presence to develop the advertising program. With every airport partner, our approach is to fuse ourselves into the respective organization in order to create a seamless advertising program that complements other departments (marketing, concessions, customer experience, etc.). Fuse staff frequently attend community events, such as important airport staff meetings, airport commission meetings, and chamber of commerce events. Building meaningful relationships and connections with the community is at the core of our staffing plan. To accomplish this goal, Fuse is proud to present the following staffing plan should we be awarded the PSP contract.

SCOTT JACOBSON
CEO
DR. ALEJANDRO
GARFIO
President

KEITH SALEO-AN
Director of Strategy

CUYAPI SCOTT
VP of Marketing and
Communications
Legal Counsel

CHASE VERGARI

PENN JONES
National
Account Director

CHUCK GROSS
Financial Officer

S T A F F I N G

THE TEAM
"We have never partnered with another group that has been more invested in our success than FUSE. They are constantly bringing additional value to make our investment dollars go further; whether that be with events in their unique spaces, new signage applications, or other unique ways to reach our target audience. Partnering with FUSE was one of the best choices we have ever made."
-Andy Wile, Marketing Director, Walter's Automotive

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Prior to Fuse Advancement, Scott worked at the University of Southern California (USC) for 15 years. His most recent role – and longest-tenured – was as the Associate Athletic Director at USC. There he led donorship efforts and raised $20 million annually. After his time at USC, Scott’s love of aviation and travel brought him to the Airport Industry, where his skills seamlessly translated.

Through his leadership, innovative spirit, and ability to cultivate relationships, Fuse has secured 3 airports in just 3 years of operation. Scott currently resides in Orange, CA with his wife, son, and dog.

SCOTT JACOBSON
CEO
Dr. Alex Garfio has nearly two decades of experience driving continuous improvement and revenue in various sectors. As a higher-education leader, Alex has 15 years of professional experience in administration, sales, strategic university fundraising and development, student affairs, and corporate sponsorships. Alex also serves as the Director of Strategic Alliances for Sify Technologies and Sify eLearning, an information and communications technology company, where he develops key strategic partnerships. He currently resides in Los Angeles, California.

Keith most recently worked at Sama, a technology company focused on artificial intelligence. Keith conducted and led various research efforts which helped to establish systems and processes, measured impact, and defined program and product strategies. Some of his achievements include leading a Randomized Control Trial (RCT) study in partnership with the Massachusetts Institute of Technology (MIT). With these experiences, Keith joins Fuse as a strategic systems thinker who leverages research and analytics to allow for making data-driven decisions. Keith currently resides in Los Angeles, California.

DR. ALEJANDRO GARFIO
President
KEITH SALEO-AN Director of Strategy

T H E P S P T E A M

CORE STAFF

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CEO

P A R T N E R S

KACHEMAK COMMUNICATIONS

DSA SIGNAGE (MBE CERTIFIED)
Kachemak Communications is a digital marketing agency that helps small businesses connect and grow through digital marketing. They specialize in social media management, copywriting, content creation, graphic design, drone photography and video, and SEO.

They aim to provide customized solutions that cater to the unique needs of each business.

DSA has been a leading designer & manufacturer of made-in-the-US, visual display solutions for over 45 years. We develop illuminated and digital signage solutions by partnering with our clients to create exceptional visual experiences. Our product offerings include LED light boxes, menu board solutions (interior and drive thru), and digital displays.

Jorden Perez
Founder & CEO
Jessica Wray
COO
Mathilde O. Herman
Account Manager
Shokouh Shafiei
President & CEO
"Being a Santa Barbara start-up, it has been
amazing partnering with Fuse to highlight Autio
at Santa Barbara Airport. The baggage claim
welcome message from Kevin Costner, and
digital ads have really helped drive awareness
of our brand. This creative partnership has
allowed us to showcase Autio in creative and
innovative ways in our own backyard."
-Woody Sears, CEO, Autio
"As a family-owned business, relationships are
everything to us. We are grateful for the
partnership with Fuse and wouldn't be opening
a new restaurant at ONT and making the
significant financial investment without the
care and attention Fuse has shown us
over the years."
-Clayton Weelbank, CEO, Brewery X

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INTRODUCTION
The following section describes Fuse’s proposed
approach for implementing and executing the
scope of work for managing the advertising
concessions program at Palm Springs International
Airport. Fuse commits to the development and
execution of a reimagined advertising concessions
program for the Airport. This program will be
grounded in community partnerships, and a creative
and innovative approach that goes beyond
traditional airport advertising, attracts new
advertisers, and improves the visual aesthetic and
experience for passengers, all while respecting the
mid-century modern appeal of the terminal.

CONTEXT

S C O P E O F W O R K
Palm Springs International Airport (PSP) has been a
pillar in the Coachella Valley community since its
inception and continues to be the Valley’s only
commercial service airport. PSP is among one of the
fastest-growing airports in the country, quickly
soaring toward the top of the industry and
consistently exceeding pre-pandemic numbers. PSP
has set a new annual record with nearly 3 million
passengers traveling through its doors in 2022. PSP
is also seeing tremendous growth from new regions
and new types of passengers. Over the past four
years, PSP has seen summer traffic grow by 35%,
while also expanding its catchment area further into
the Imperial Valley and beyond.

Over the past decade, the advertising concessions
program has remained consistent, yet it has not
adapted to the passenger growth and demographic
shifts in the area.

There are untapped advertising opportunities that
can be leveraged to not only increase revenue but
also improve the passenger experience and create
goodwill with the greater Coachella Valley.

There is a unique opportunity to do things
differently, to try a new approach, while respecting
the elements that make Palms Springs Airport
special. PSP is no longer a seasonal or regional
airport. PSP’s wings extend throughout North
America, all year around. PSP is now well-
positioned to develop strong, long-term advertising
partnerships with local businesses, as well as
national brands. With so much growth, an innovative
advertising concessionaire is needed to unlock the
hidden potential of the PSP and the region. This
advertising program will lean into the community
and the mid-century modern aesthetic to develop a
reimagined terminal experience, grounded in
creativity and great relationships.

OUR APPROACH
Fuse Task 1: Gap Analysis
Our approach is a strategic one, built around
developing a deep understanding of Palm Springs
Airport, and the larger Coachella Valley. Fuse
employs the gap analysis process to understand the
current state of the advertising program and how
procedures, processes, and technologies are being
used. This exercise allows Fuse to
understand the gaps in the program, from
which we can craft a roadmap to the
desired state of the advertising program
in the near future.

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As part of our commitment to the
continuous improvement of the Palm Springs
Airport, Fuse is proud to invest $400,000 to develop
a re-imagined advertising environment. This
investment will be strategically allocated during the
first four months of the agreement. In addition, Fuse
commits to investing an additional $50,000 per year
during years 4 and 5 of the ongoing agreement.

Please refer to section C for a detailed plan.

Fuse Task 3: Unique Advertising and
Partnership Opportunities as Added Value
Fuse believes that some of the best opportunities in
developing great revenue-driven relationships for
the airport come outside of traditional in-terminal
advertising. PSP is one of the most desirable travel
destinations in the country, with a rich and diverse
calendar of events, which is a great foundation to
develop unique and outside-the-box advertising
partnerships. Thus, Fuse commits to fostering
innovative ideas and relationships by anticipating
and responding quickly to the needs of our
advertising and airport partners.

In addition to the initial capital investment, Fuse will commit its own resources over the duration of the
contract to meaningful activations/partnerships
that elevate the experience at PSP. We will work
closely with the staff at PSP to identify partnerships
that create buzz, PR, and/or excitement for the
airport. Ideas would include, working with a local
non-profit to activate in the terminal, having a
World Cup/Super Bowl viewing party set up in the
outdoor courtyard area, and working with a known
local social influencer/celebrity to create strategic
content for the airport. We believe giving back is an
important component of a long-term partnership so
we are committed to investing our own resources to
help PSP continue on its growth trajectory.

In-depth interviews with current staff
overseeing the program
Engaging with key existing advertisers to
understand their experience
Thorough feasibility analysis of digital and
static identifying opportunities for strong ROI
Reviewing the current pricing model to
determine alignment with current passenger
numbers
Meeting with leaders in the community
(Chambers, elected leaders, boards, community
organizations) to understand larger goals for
the region
More recently, we have worked with SBA, ONT, and
STS to perform a gap analysis by employing the
following:

Throughout this process, Fuse recommends
meetings with key airport stakeholders to establish
strategic priorities, set collective goals for the
program, brainstorm creative advertising
opportunities, and discuss ongoing digital and
static improvement plans.

Fuse Task 2: Re-Imagine Current Advertising
Locations
Fuse has developed and managed digital, static,
and innovative advertising installations at Ontario
International Airport and Santa Barbara Airport. We
understand the complexities of these projects and
work in conjunction with airport staff to identify and
execute impactful advertising locations that align
with the aesthetic of the airport and surrounding
communities. For Palm Springs Airport, our
approach will be to declutter the terminal while
aligning to the iconic mid-century modern
architectural style that is a hallmark of Palm
Springs. This can be accomplished while creating
an engaging passenger experience and improving
the overall revenue for the airport.

OUR APPROACH (CONT.)

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Fuse Task 4: Program Management
Fuse is committed and capable of managing all
aspects of the advertising program for PSP. As part
of the transition process, Fuse will work with PSP
leadership to develop mutually agreed upon
contracts and invoices which will be managed in
the Fuse CRM platform. Fuse will work with all
existing advertising partners and will ensure a
seamless transition into the new system.

Contracting: Fuse works with each Airport Partner
to develop advertising contracts that have been
signed off by the Airport legal department and
approved by leadership. We use our well-
established CRM system to facilitate contracts and
upload all pertinent information.

Invoicing: We work in conjunction with our CFO to
ensure all partners are invoiced at the beginning of
the month and followed up if there are any
outstanding invoices. All of our invoices are
cataloged and entered into our CRM system so we
can produce reports for the airport in a timely
manner.

CRM: We have a CRM system that has been
specifically tailored to the needs of Fuse and our
airport partners. We have developed a portal that
our partners and advertisers can access to review
any pertinent information related to their contracts.

FuseWithUs.com
Media Guides & Interactive Guides: At each current
Fuse airport, we have worked with our marketing
and branding team to create visually pleasing
media decks that help tell the story to potential
advertisers. Moreover, Fuse is exploring a
partnership with software company Matterport, to
create digital twins of our partner airports in order
to deliver an immersive, interactive experience that
is accessible from anywhere.

Fuse Task 5: Fuse Approach to
Marketing/Advertising Partnerships/Sales
A hallmark of the Fuse sales process is to dedicate
time and resources to the local airport community
as a way to promote advertising opportunities while
maintaining a focus on advertising that showcases
the businesses and unique culture of Palm Springs
and the Coachella Valley. Fuse also commits to
fostering meaningful relationships with national
advertising brands and agencies that serve to
supplement the existing local and regional partners.

Pricing Strategy: During our initial GAP analysis we
will evaluate current pricing and the current market,
passenger numbers, etc. to make an assessment of
current pricing. Our strategy involves honoring
current pricing for the first year so we start the
relationship with each partner on the right foot. We
don't believe coming in and increasing pricing is
ever a good way to begin a relationship. We always
communicate and meet face-to-face well in
advance of the airport and we believe a price
adjustment is necessary. Additionally, we always
work with the airport to make sure we are on the
same page if we believe pricing needs to be
adjusted. In other words, this is a collaborative
process, and working in tandem with the airport
ensures the best outcome.

The Fuse Approach to Sales: At the core of the Fuse
approach is being “face to face” with advertisers.

We would be committed to having our core team
out in the region for a sustained period of time
meeting with all current advertisers face-to-face. It
is our experience that when you sit down face to
face and listen to the goals of the advertisers, you
can create new opportunities and often increase
their spending over time.

OUR APPROACH (CONT.)

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OUR APPROACH
Local/Regional: We believe that a long-term
sustained program should have its roots in
regional and community advertising. This allows
the airport to build up a rapport with the
community and gives a true sense of place to
the passengers who travel through the airport.

National: As PSP has grown, the program does
warrant national attention and Fuse has
committed to growing its relationship with
national advertisers. In addition to the existing
relationships the Founders have, Fuse has
recently brought a staff member with national
sales experience to oversee national accounts
and ensure the PSP story will be in front of
potential national advertisers.

Identify and engage Key Verticals: Using our
extensive experience from higher education in
partnerships, we focus on identifying advertising
prospects in core verticals. Often these become
our largest advertisers and help us attract
attention and interest in the program from
others. Examples of key verticals vary from
region to region but often include healthcare,
education, hospitality, retail, automotive,
marquee regional events, etc.

Community Engagement: Fuse commits time
each month to building bridges and meaningful
relationships with the greater community. At
each one of our current airport partners,
individuals in the community believe we are full-
time staff of the airport, in essence, fusing
ourselves with the airport. This process will
include attending and presenting at the Airport
Commission, Chamber of Commerce, and Visit
Palm Springs meetings.

The Fuse Approach to Sales (Cont.)

Fuse to provide monthly sales reports with rates,
names, and terms which will be generated from
our CRM
Fuse recommends monthly standing meetings
with PSP staff to discuss the program
Fuse can present to the airport commission to
provide updates on the progress of the program
Fuse will conduct comprehensive annual reviews
with the airport as they are critical to the
success of the program.

We commit to meeting with PSP to receive
feedback, share ideas, and collaborate on
improvements and innovative ways forward
Meet with each current advertising partner to
understand their experience and goals
Re-issue new contracts and onboard all
advertising partners
Evaluate the remaining static and digital
locations
Execute the Fuse static and digital plan
Identify a local graphic company to assist with
the production and installation
Fuse Task 6: Reporting - Advertising
Concessions Management
Fuse is committed to providing high-level
professional reporting and updates and will work
with PSP to determine the schedule of these
reports.

This process can be achieved through various
channels, including the following:

Fuse Task 7: Advertising Program Transition
One of the most important components of the
advertising program is to work collaboratively with
PSP leadership to develop and execute a transition
plan. Based on findings from the gap analysis, Fuse
with work with PSP to develop this plan. Fuse is
committed to working with the current vendor and
PSP to make the transition as seamless as possible.

Some of the major components of this transition
plan include:

OUR APPROACH (CONT.)

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The following section describes Fuse’ proposed approach for implementing and executing the scope of work for managing the advertising concessions program at PSP. Fuse commits to the development and execution of a reimagined advertising concessions program for the Airport. This program will be grounded in community partnerships, and a creative and innovative approach that goes beyond traditional airport advertising, attracts new advertisers, and improves the visual aesthetic and experience for passengers, all while respecting the mid-century modern appeal of the terminal.

There are untapped advertising opportunities that can be leveraged to not only increase revenue, but also improve the passenger experience and create goodwill with the greater Coachella Valley.

Moreover, the airport terminal advertising displays and casings require a refresh as many are showing their age and require a general overhaul to declutter many of the terminal areas. This process will create a more aesthetically pleasing passenger environment, and can be done while increasing revenue. There is a unique opportunity to do things differently, to try a new approach, while respecting the elements that make Palms Springs Airport special. PSP is no longer a seasonal or regional airport. PSP’s wings extend throughout North America, all year around. PSP is now well positioned to develop strong, long-term advertising partnerships with local businesses, as well as national brands. With so much growth, an innovative advertising concessionaire is needed to unlock the hidden potential of the PSP and the region. This advertising program will lean into the community and the mid-century modern aesthetic to develop a reimagined terminal experience, grounded in creativity and great relationships.

P R O P O S E D A D V E R T I S I N G P L A N

NEW ASSETS LIST

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OVERVIEW
Fuse is proud to present the following plan to
reimagine the digital and static advertising layout
of Palm Spring International Airport. This plan has
been thoughtfully developed based on the vision
and goals of PSP, an initial walkthrough of the
space, and has been crafted in conjunction with our
experienced digital and signage partner.

Our collective vision for this plan is to create a
welcoming, clean, and aesthetically pleasing
environment for passengers, while seamlessly
complimenting the mid-century modern motif of the
airport. The current state of the advertising units in
the terminal detracts from this motif, as many of
them are outdated, bulky, and often cluttered
together in certain locations. Our theme for this
plan is, Reimagine, Declutter, and Align - in
essence, removing unnecessary static units and
adding high-impact digital and LED displays, while
aligning to the airports' motif by replacing the
remaining static units with new, modern, and
energy-efficient lightboxes. Through this plan, we
are confident that we can increase revenue for PSP
while creating an environment that passengers,
staff, and advertisers can be proud of.

Commitment to PSP
At the core of this plan, we view this process as a
true partnership with PSP. Thus, before
implementing changes we will work in collaboration
with PSP staff to make any necessary adjustments
to better align with the short and long-term goals of
the airport. Therefore, we view this as a living,
breathing plan that can be adjusted based on the
needs of PSP.

Transition Acknowledgement
Should Fuse be honored to be selected as the new
advertising concessionaire at PSP, there is an
understanding that the plan may require
adjustments based on the previous vendor's
decisions around existing units in the terminal.

Nonetheless, Fuse is committed to a seamless
transition and will work diligently to execute and
implement this plan. Any adjustments made based
on the transition will not detract from the capital
investment we are committed to making.

Commitment to Outdoor Locations
Fuse acknowledges that outdoor advertising units at
PSP are of high interest to PSP staff, and add
tremendous value to the overall program. We agree,
and after an initial walk-through, it was clear there
are opportunities to invest in outside space
including the parking areas. It would be
inappropriate for us to suggest a specific space
without knowing power, connectivity, etc. however,
the Fuse team and partners are committed to new
outdoor digital/static advertising unit(s), based on
further analysis of the space, availability of
power/electricity/wiring, and feedback from PSP.
"Advertising at ONT wasn't something we had
ever thought about. Fuse pitched us on the idea
of Sammy Haggar being local and the
connection with the region. It has been a huge
success and subsequently, we have followed
Fuse to every airport they have worked with
including advertising at Sonoma and Santa
Barbara. We don't see it stopping anytime soon!"
-Miles Scully, Owner & Founder, Santo Spirits

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"Working with SBA through FUSE has been a
great experience. It is a creative way for
us to reach more families in the community.

FUSE has been wonderful at guiding us
through the process."
-Rachael Steidl, Founder &
Executive Director, Youthwell
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Baggage claim represents one of the most desirable advertising locations. The current state of this space is cluttered and detracts from the impact of the advertisements themselves, in addition to not being aesthetically pleasing. Our vision is to clean up this space by removing the static lightboxes on each carousel and adding impactful double-sided monitors with modern casings. On the back baggage claim wall, there is an opportunity for two large LED screens, which will allow for more spectacular advertisements while creating a cleaner feel to the space. Additionally, create two impactful column lightboxes in a few key areas which will elevate the environment.

FUSE ADVANCEMENT

BAGGAGE CLAIM
Baggage Claim Carousel
Remove two lightboxes from carousels (opportunity to
repurpose)
Place Eight (8) 75”-85” double-sided digital monitors positioned in the middle of each carousel
Baggage Claim Digital Wall
Replace the four 2x6 video walls with 2 LED walls
The size would be approximately equal to the sizing of a 2x6 video wall
Roughly 16’-25’ wide, 3-6’ tall
2-3mm LED
Baggage Claim Static
Add eye-catching static lightboxes to certain columns for a cleaner, more uniform look. This will also allow us to capture current advertisers that are being replaced by the removal of the lightboxes on the carousel
Maintain wall static locations - update lightboxes as
needed
Detailed Description:
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The arrivals corridor, in its current state, has some of the oldest and bulkiest advertising units at PSP.

Although the concept of the layout is strategic, the casings and execution are in dire need of reimagining.

Additionally, the monitors are not synched correctly. Thus, our plan is to create an innovative digital welcome for passengers, that encompasses 3-4 portrait digital displays that will be suspended from the wall/ceiling at a slight angle, removing the bulky casings. Additionally, remove the bulky static light box on the right side of the hallway. This new fresh look will catch people's eyes and also feel more open. In the arrivals hallway, there are a series of wall-mounted light boxes that are large and outdated. Our plan is to replace those with minimalist, modern, energy-efficient light boxes that better match the aesthetics of the airport.

FUSE ADVANCEMENT

ARRIVALS CORRIDOR
Digital Spectacular Arrivals Network
Reimagine space
Remove bulky displays
Sync screens
Quantity 3-4
75”-85” monitor suspended from the
wall or ceiling on a slight angle in sync
for a single image or multiple
Arrivals Static
Modernize space
Replace bulky displays
2-3 light boxes for less clutter
Thin Profile
High Illumination
Energy Efficient
Detailed Description:
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PSP’s two concourses represent one of the most unique opportunities for reimagining the advertising program. As is, there is currently no true concourse digital network, which misses millions of impressions on passengers' long dwell time. Through the addition of a few strategically placed digital monitors in both concourses, we can create a true concourse network which would be a tremendous asset to increase sales volume. Moreover, there are a handful of impactful locations that are currently underutilized and can be enhanced through the addition of modern lightboxes and static TFD signage.

FUSE ADVANCEMENT

BONO CONCOURSE & REGIONAL CONCOURSE
Concourse Digital Network
Replace static with two (2) digital, 75”- 85”
landscape (Repurpose Static)
The approximate size of the space is six
chairs across
One monitor on each exit wall of the
Bono Concourse
Regional Concourse Large Soffit Wall
Potential spot for Digital or Lightbox (see
both renderings)
3-5’ high x 7-12’ wide
2-3mm LED
Remaining Concourse Static Units
Update casings as needed
Opportunity to add lightboxes to Bono
Concourse
Detailed Description:
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Hanging Lightbox
234" W x 74" H
Digital Wall Displays (2)
Maintain
The entrance lobby is the location with the most foot traffic at PSP. The architectural design of the area is captivating, and any addition of advertising in this space needs to ensure that it complements the area.

Thus, we are proposing a high-impact hanging light box that will immediately captivate passengers, and brighten the space, while seamlessly coalescing with the design of the space.

Detailed Description:

FUSE ADVANCEMENT

CENTER TERMINAL
We would do a thorough walk-through and assessment of the outside area to identify key areas that would make sense for advertising while at the same time working within the parameters of the airport and city. For example, arm gates could be wrapped, a digital advertising kiosk could be installed, etc. A thorough assessment of space, power, etc. would need to be done before any specific recommendations could be made.

There is an opportunity to activate advertising and messaging outside in the parking and/or arrival area.

Parking facilities at PSP consist of one main lot in front of the terminal with nearly 1,000 spaces. Fuse also plans to work collaboratively with staff to identify advertising locations for the new year-round economy lot that is set to open in the fall of 2023.

Detailed Description:

Specs: To be determined

OUTDOOR PARKING
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There are untapped advertising opportunities that can be leveraged to not only increase revenue, but also improve the passenger experience and create goodwill with the greater Coachella Valley.

O T H E R C O N S I D E R A T I O N S

OUR IDEAS
Jet Bridge Wrapping
Airport Sponsorships
TV Partnership with local station
Community Health Program - Nursing room,
water stations, etc.

Local Beer and Wine Program
LGBQT+ Partnerships
Activations
Community Nonprofit Program
A pillar in Fuse’s approach to developing the
advertising program is to go beyond traditional
transactional advertising. We are committed to
identifying unique ways in which we can create new
revenue streams while also bringing positive PR for
the airport. Strategically looking at high-level
naming opportunities with the right partners is one
important way to do that. We will identify
companies/brands that may have an interest in
branding the jet bridges (see photo from ONT),
naming the parking area, and sponsoring the
“activation area” in arrivals, among other
opportunities. In addition to the Digital and
Environmental plans already presented, Fuse would
work with PSP to identify new opportunities for
advertising revenue.

These could include, but are not limited to:

FUSE ADVANCEMENT
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There are untapped advertising opportunities that can be leveraged to not only increase revenue, but also improve the passenger experience and create goodwill with the greater Coachella Valley.

FUSE ADVANCEMENT
ANTICIPATED KEY/CRITICAL ISSUES 2
7 If Fuse is chosen, we will adjust our proposed plan based on the transition from the previous concessionaire including any agreements with PSP to keep or remove digital and static assets. We are nimble and flexible and will adjust in concert with PSP to address any spaces that might have been affected by the transition.

F I N A N C I A L P R O P O S A L
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SECTION D

FUSE ADVANCEMENT
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FUSE ADVANCEMENT

FUSE WITH US
THANK YOU FOR THE OPPORTUNITY.

WE LOOK FORWARD TO HEARING FROM YOU.

WE INVITE YOU TO
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EXHIBIT C

FEDERAL REQUIREMENTS
[ATTACHED]
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FEDERAL AVIATION ADMINISTRATION

FEDERAL PROVISIONS

Provision
Reference Provision Description
Page
No.

FAA - 01 Access to Records and Reports 2
FAA - 02 Affirmative Action Requirement * 3
FAA – 03 Breach of Contract Terms 5
FAA – 04 Buy American Preference * 6
FAA – 05 Civil Rights General 7
FAA – 06 Civil Rights – Title VI Assurances * 8
FAA – 07 Clean Air and Water Pollution Control 11
FAA – 08 Contract Work Hours and Safety Standards Act Requirements 12 FAA – 09 Copeland Anti-Kickback Act 14
FAA – 10 Davis Bacon Requirements 15
FAA – 11 Debarment and Suspension * 22
FAA – 12 Disadvantaged Business Enterprise * 23
FAA – 13 Distracted Driving 25
FAA – 14 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment
26 FAA – 15 Drug Free Workplace Requirements (not applicable to Contractors)
27 FAA – 16 Equal Employment Opportunity 28
FAA – 17 Federal Fair Labor Standards Act * 36
FAA – 18 Lobbying and Influencing Federal Employees 37
FAA – 19 Prohibition of Segregated Facilities 38
FAA – 20 Occupational Safety and Health Act of 1970 39
FAA – 21 Procurement of Recovered Materials * 40
FAA – 22 Right to Inventions 41
FAA – 23 Seismic Safety 42
FAA – 24 Tax Delinquency and Felony Convictions* 43
FAA – 25 Termination of Contract 44
FAA – 26 Trade Restriction Certification (Foreign) * 45 FAA – 27 Veteran’s Preference 47
FAA – 28 Domestic Preferences for Procurements * 48

*Solicitation Clause also
Updated 2.8.2023
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FAA - 01 Access to Records and Reports
APPLICABILITY – pertains to all contracts.

The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the City, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed.

Reference: 2 CFR § 200.334, 2 CFR § 200.337, FAA Order 5100.38 DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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FAA - 02 Affirmative Action Requirement

NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO

ENSURE EQUAL EMPLOYMENT OPPORTUNITY
APPLICABILITY – pertains to all contracts over $10,000 as follows:

Construction – AIP funded construction work contracts and subcontracts that exceed $10,000.

Construction work means construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection and other onsite functions incidental to the actual construction.

Equipment – any equipment project exceeding $10,000 that involves installation o f equipment onsite (e.g., electrical vault equipment). This provision does not apply to equipment acquisition projects where the manufacture of the equipment takes place offsite at a manufacturer’s plant (e.g., firefighting and snow removal vehicles).

Professional Services – any professional service agreement if the professional services agreement includes tasks that meet the definition of construction work [as defined by the U.S.

Department of Labor (DOL)] and exceeds $10,000. Examples include installati on of monitoring systems (e.g., noise, environmental, etc.).

Property/Land – any agreement associated with land acquisition if the agreement includes construction work (defined above) that exceeds $10,000. Examples include demolition of structures or installation of boundary fencing.

REQUIREMENTS -

1. The Contractor’s attention is called to the “Equal Opportunity Clause” and the “Standard Federal Equal Employment Opportunity Construction Contract Specifications” set forth herein.

2. The goals and timetables for minority and female participation, expressed in percentage terms for the Contractor’s aggregate workforce in each trade on all construction work in the covered area, are as follows:

Timetables
Goals for minority participation for each trade: [the City must insert established goal] Goals for female participation in each trade: 6.9%
These goals are applicable to all of the Contractor’s construction work (whether or not it is Federal or federally assisted) performed in the covered area. If the Contr actor performs construction work in a geographical area located outside of the covered area, it shall apply the goals established for such geographical area where the work is actually performed. With regard to this second area, the Contractor also is subject to the goals for both its federally involved and nonfederally involved construction.

The Contractor’s compliance with the Executive Order and the regulations in 41 CFR Part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action obligations required by the specifications set forth in 41 CFR 60 -4.3(a) and its efforts to meet the goals. The hours of minority and female employment and training must be substantially DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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uniform throughout the length of the contract, and in each trade, and the Contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor’s goals shall be a violation of the contract, the Executive Order and the regulations in 41 CFR Part 60-4. Compliance with the goals will be measured against the total work hours performed.

3. The Contractor shall pr ovide written notification to the Director of the Office of Federal Contract Compliance Programs (OFCCP) within 10 working days of award of any construction subcontract in excess of $10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address, and telephone number of the subcontractor; employer identification number of the subcontractor; estimated dollar amount of the subcontract; estimated starting and completion dates of the subcontract; and the geographical area in which the subcontract is to be performed.

4. As used in this notice and in the contract resulting from this solicitation, the “covered area” is California, Riverside County, Palm Springs.

Reference: 41 CFR Part 60-4

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FAA – 03 Breach of Contract
APPLICABILITY – required for all contracts that exceed the simplified acquisition threshold as stated in 2 CFR Part 200, Appendix II (A). This threshold is occasionally adjusted for inflation and is $250,000.

REQUIREMENT -
See Section 4.5 of the Agreement.

Reference: 2 CFR § 200 Appendix II(A)
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FAA – 04 Buy American Preferences
APPLICABILITY – required for contracts defined as follows:
• Construction Projects involving the replacement, rehabilitation, reconstruction of airfield surfaces such as on runways, taxiways, taxilanes, aprons, roadways, parking lots, etc. – Insert the Certificate of compliance to FAA Buy American Preference based on Construction Projects.
• Equipment and Buildings Projects involving and including the acquisition of equipment such as snow removal equipment, navigational aids, wind cones, and the construction of buildings such as hangars, terminal development, lighting vaults, aircraft rescue & firefighting buildings, etc. - Insert the Cer tificate of Compliance with FAA Buy American Preference Based on Equipment/Building Projects.

REQUIREMENT -
The Contractor certifies that all constructions materials, defined to mean an article, material, or supply other than an item of primarily iron or steel; a manufactured product; cement and cementitious materials; aggregates such as stone, sand, or gravel; or aggregate binding agents or additives that are or consist primarily of: non- ferrous metals; plastic and polymer -based products (including polyvi nylchloride, composite building materials, and polymers used in fiber optic cables); glass (including optic glass); lumber; or drywall used in the project are manufactured in the U.S.

Reference: Title 49 USC § 50101
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FAA – 05 Civil Rights General
APPLICABILITY – required for all contracts regardless of funding source.

REQUIREMENT -
In all its activities within the scope of its airport program, the Contractor agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. The above 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.

Reference: 49 USC § 47123
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FAA – 06 Civil Rights – Title VI Assurances
APPLICABILITY – required for all contracts.

REQUIREMENT -
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 (Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance); • 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 § 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987 (PL 100- 259) (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 (42 USC § 12101, et seq) (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) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Admini stration’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 Populat ions (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 DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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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. 74087 (2005)];
• 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, et seq).

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, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability 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 determined by the City 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 City 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 City will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:
a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or
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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 procure ment as the City 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 City to enter into any litigation to protect the interests of the City. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

Reference: 49 USC § 47123, FAA Order 1400.11
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FAA – 07 Clean Air/Water Pollution Control
APPLICABILITY – This provision is required for all contracts and lower tier contracts that exceed $150,000.

REQUIREMENT -
If the Agreement exceeds $150,000, Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 USC § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 USC § 1251-1387). The Contractor agrees to report any violation to the City immediately upon discovery. The City assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration.

Contractor must include this requirement in all subcontracts that exceeds $150,000.

Reference: 2 CFR § 200, Appendix II(G); 42 USC § 7401; 33 USC § 1251

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FAA – 08 Contract Work Hours and Safety Standards
APPLICABILITY – This provision is required for contracts as follows:

Contract Work Hours and Safety Standards Act Requirements (CWHSSA) (40 USC §§ 3702 & 3704) requires contractors and subcontractors on covered contracts to pay laborers and mechanics employed in the performance of the contracts not less than one and one- half times their basic rate of pay for all hours worked over 40 in a workweek. CWHSSA prohibits unsanitary, hazardous, or dangerous working conditions on federally-assisted projects. The Wage and Hour Division (WHD) within the U.S. Department of Labor (DOL) enforces the compensation requi rements of this Act, while DOL’s Occupational Safety and Health Administration (OSHA) enforces the safety and health requirements.

Contract Types –
Construction – This provision applies to all contracts and lower tier contracts that exceed $100,000, and employ laborers, mechanics, watchmen, and guards.

Equipment – This provision applies to any equipment project exceeding $100,000 that involves installation of equipment onsite (e.g., electrical vault equipment). This provision does not apply to equipment acquisition projects where the manufacture of the equipment takes place offsite at the vendor plant (e.g., ARFF and SRE vehicles).

Professional Services – This provision applies to professional service agreements that exceed $100,000 and employs laborers, mechanics, watchmen, and guards. This includes members of survey crews and exploratory drilling operations.

Property – While most land transactions do not involve employment of laborers, mechanics, watchmen, and guards, under certain circumstances, a prope rty acquisition project could require such employment. Examples include the installation of property fencing or testing for environmental contamination

CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS

1. Overtime Requirements.

No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

2. Violation; Liability for Unpaid Wages; Liquidated Damages.

In the event of any violation of the clause set forth in paragraph (1) of this clause, the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated da mages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this clause, in the sum of $29 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this clause.

3. Withholding for Unpaid Wages and Liquidated Damages.

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The Federal Aviation Administration (FAA) or the City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or s ubcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this clause.

4. Subcontractors.

The Contractor or subcontrac tor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this clause.

Reference: 2 CFR Part 200, Appendix II(E); 2 CFR § 5.5(b); 40 USC § 3702; 40 USC § 3704
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FAA – 09 Copeland Anti-Kickback

APPLICABILITY -
The Copeland (Anti-Kickback) Act (18 USC § 874 and 40 USC § 3145) makes it unlawful to induce by force, intimidation, threat of dismissal from employment, or by any other manner, any person employed in the construction or repair of public buildings or public works, financed in whole or in part by the United States, to give up any part of the compensation to which that person is entitled under a contract of employment. The Copeland Act also requires each contractor and subcontractor to furnish weekly a statement of compliance with respect to the wages paid each employee during the preceding week.

Contract Types –
Construction – This provision applies to all construction contracts and subcontracts financed under the AIP that exceed $2,000.

Professional Services –The emergence of different project delivery methods has created situations where Professional Service Agreements (PSAs) include tasks that meet the definition of construction, alteration, or repair as defined in 29 CFR Part 5. If such tasks result in work that qualifies as construction, alteration, or repair and it exceeds $2,000, the PSA must incorporate the Copeland Anti-kickback provision.

Property –Ordinarily, land acquisition projects would not involve employment of laborers or mechanics and thus the Copeland Anti-Kickback provision would not apply. However, land projects that involve installation of boundary fencing and demolition of structures would involve laborers and mechanics. The City must include this provision if the land acquisition project involves employment of laborers or mechanics for a contract exceeding $2,000.

REQUIREMENT -
Contractor must comply with the requirements of the Copeland “Anti-Kickback” Act (18 USC 874 and 40 USC 3145), as supplemented by Department of Labor regulation 29 CFR part

3. Contractor and subcontractors are prohibited from inducing, by any means, any person employed on the project to give up any part of the compensation to which the employee is entitled. The Contractor and each Subcontractor must submit to the City, a weekly statement on the wages paid to each employee performing on covered work during the prior week. City must report any violations of the Act to the Federal Aviation Administration.

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FAA – 10 Davis Bacon Requirements

APPLICABILITY -
The Davis -Bacon Act (40 USC §§ 3141- 3144, 3146, and 3147) ensures that laborers and mechanics employed under the contract receive pay no less than the locally prevailing wages and fringe benefits as determined by the Department of Labor.

Contract Types –
Construction –all construction contracts and subcontracts that exceed $2,000 and include funding from the AIP.

Equipment – This provision applies to all equipment installation projects (e.g., electrical vault improvements) financed under the AIP that exceed $ 2,000. This provision does not apply to equipment acquisitions where the equipment is manufactured at the vendor’s plant (e.g., SRE and ARFF vehicles)
Professional Services – The emergence of different project delivery methods has created situations where Professional Service Agreements (PSAs) includes tasks that meet the definition of construction, alteration, or repair as defined in 29 CFR Part 5. If such tasks result in work that qualifies as construction, alteration, or repair and it exceeds $2,000, the PSA must incorporate this clause.

Property – Ordinarily, land acquisition projects would not involve employment of laborers or mechanics and thus the provision would not apply. However, land projects that involve installation of boundary fencing and demolition of structures would involve laborers and mechanics. The City must include this provision if the land acquisi tion project involves employment of laborers or mechanics for a contract exceeding $2,000.

Fencing Projects – Fencing projects that exceed $2,000 must include this provision.

DAVIS-BACON REQUIREMENTS

1. Minimum Wages.
(i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by the Secretary of Labor under the Copeland Act (29 CFR Part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalent thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secret ary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics.

Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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for the classification of work actually performed, without regard to skill, except as provided in 29 CFR § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein:

Provided, that the employer’s payroll records accurately set forth the time spent in each classification in which work is performed. T he wage determination (including any additional classification and wage rates conformed under (1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can easily be seen by the workers. (ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met:
(1) The work to be performed by the classification requested is not performed by a classification in the wage determination;
(2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefi ts, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, U.S. Department of Labor, Wa shington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary.
(C) In the event the Contractor, the laborers, or mechanics to be employed in the classification, or their representatives, and the contracting officer do not agree on the proposed classification and w age rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30- day period that additional time is necessary.
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to subparagraphs (1)(ii) (B) or (C) of this paragraph, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification.
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.

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(iv) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, that the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program.

2. Withholding. The Federal Aviation Administration or the CIty shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the Contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the Federal Aviation Administration may, after written notice to the Contractor, City, Applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased.

3. Payrolls and Basic Records.
(i) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of three years therea fter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker; his or her correct classification; hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in 1(b)(2)(B) of the Davis-Bacon Act); daily and weekly number of hours worked; deductions made; and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the Contractor shall maintain records that show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual costs incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The Contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the Federal Aviation Administration if the agency is a party to the contract, but if the agency is not such a party, the Contractor will submit the payrolls to the applicant, the City, or Owner, as the case may be, for transmission to the Federal Aviation Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR § 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekl y transmittals. Instead the payrolls shall only need to DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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include an individually identifying number for each employee (e.g., the last four digits of the employee’s social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH–347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors.

Contractors and subcontractors shall maintain the full social security number and current address of each covered worker and shall provide them upon request to the Federal Aviation Administration if the agency is a party to the contract , but if the agency is not such a party, the Contractor will submit them to the applicant, the City , or Owner, as the case may be, for transmission to the Federal Aviation Administration, the Contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the sponsoring government agency (or the applicant, City, or Owner).
(B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following:
(1) That the payroll for the payroll period contains the information required to be provided under 29 CFR § 5.5(a)(3)(ii), the appropriate information is being maintained under 29 CFR § 5.5 (a)(3)(i), and that such information is correct and complete; (2) That each laborer and mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR Part 3;
(3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH -347 shall satisfy the requirement for submission of the “Statement of Compliance” required by paragraph (3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the Contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 231 of Title 31 of the United States Code.
(iii) The Contractor or subcontractor shall make the records required under paragraph (3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the City, the Federal Aviation Administration, or the Department of Labor and shall permit such representatives to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the Contractor, the City, applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds.

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Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR § 5.12.

4. Apprentices and Trainees.
(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprentices hip program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman’s hourly rate) specified in the Contractor’s or subcontractor’s registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice’s level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be pai d the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted t o utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved.
(ii) Trainees. Except as provided in 29 CFR § 5.16, trainees will not be permitted to work at less than the predetermined r ate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee’s level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination.

Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not menti on fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination that provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate that is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved.
(iii) Equal Employment Opportunity. The utilization of apprentices, trainees, and journeymen under this part s hall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR Part 30.

5. Compliance with Copeland Act Requirements.

The Contractor shall comply with the requirements of 29 CFR Part 3, which are incorporated by reference in this contract.

6. Subcontracts.

The Contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR §§ 5.5(a)(1) through (10) and such other clauses as the Federal Aviation Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR § 5.5.

7. Contract Termination: Debarment.

A breach of the contract clauses in paragraph 1 through 10 of this section may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR § 5.12.

8. Compliance with Davis-Bacon and Related Act Requirements.

All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR Parts 1, 3, and 5 are herein incorporated by reference in this contract.

9. Disputes Concerning Labor Standards.

Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the Contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives.

10. Certification of Eligibility.

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(i) By entering into this contract, the Contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the Contractor’s firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR §

5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR § 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 USC § 1001.

Reference: 2 CFR Part 200, Appendix II(D); 29 CFR Part 5; 49 USC § 47112(b); 40 USC §§ 3141- 3144, 3146, and 3147
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FAA – 11 Debarment and Suspension
APPLICABILITY - This requirement applies to covered transactions, which are defined in 2 CFR part 180 (Subpart B). AIP funded contracts are non- procurement transactions, as defined by 2 CFR § 180.970. Covered transactions include any AIP-funded contract, regardless of tier, that is awarded by a contractor, subcontractor, supplier, consultant, or its agent or representative in any transaction, if the amount of the contract is expected to equal or exceed $25,000. This includes contracts associated with land acquisition projects.

REQUIREMENT -
A11.3.1 Bidder or Offeror Certification
By submitting a bid/proposal under the solicitation for this contract, the Contractor must have certified that neither it nor its principals are presentl y debarred or suspended by any Federal department or agency from participation in this transaction.

A11.3.2 Lower Tier Contract Certification

CERTIFICATION OF LOWER TIER CONTRACTORS REGARDING DEBARMENT The Contractor, by administering each lower tier subcontract that exceeds $25,000 as a “covered transaction”, must verify each lower tier participant of a “covered transaction” under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The Contractor will accomplish this by:

1. Checking the System for Award Management at website: http://www.sam.gov.

2. Collecting a certification statement similar to the Certification of Offerer /Bidder Regarding Debarment, above.

3. Inserting a clause or condition in the covered transaction with the lower tier contract.

If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it ent ered the covered transaction, the FAA may pursue any available remedies, including suspension and debarment of the non-compliant participant.

Reference: 2 CFR part 180 (Subpart B), 2 CFR part 200 Appendix II(H), 2 CFR Part 1200, DOT Order 4200.5; Executive Orders 12549 and 12689
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FAA – 12 Disadvantaged Business Enterprise
APPLICABILITY – all contracts with Airports that have a DBE program on file with the FAA.

Contract Assurance (§ 26.13) –
The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of Department of Transportation- assisted contracts. Failure by the Contr actor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the City deems appropriate, which may include, but is not limited to:
1) Withholding monthly progress payments;
2) Assessing sanctions;
3) Liquidated damages; and/or
4) Disqualifying the Contractor from future bidding as non-responsible.

Prompt Payment (§26.29) – The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than [10 days] days from the receipt of each payment the prime contractor receives from [the City]. The prime contractor agrees further to return retainage payments to each subcontractor within [30 days] days after t he subcontractor’s work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the [City]. This clause applies to both DBE and non-DBE subcontractors.

Termination of DBE Subcontracts (49 CFR § 26.53(f)) –
The prime Contractor must not terminate a DBE subcontractor listed in response to the solicitation (or an approved substitute DBE firm) without prior written consent of the City. This includes, but is not limited to, instances in which the prime contractor seeks to perform work originally designated for a DBE subcontractor with its own forces or those of an affiliate, a non- DBE firm, or with another DBE firm.

The prime Contractor shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless the Contractor obtains written consent of the City. Unless City consent is provided, the prime Contractor shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE.

The City may provide such written consent only if the City agrees, for reasons stated in the concurrence document, that the prime Contractor has good cause to terminate the DBE firm. For purposes of this paragraph, good cause includes the circumstances listed in 49 CFR §26.53.

Before transmitting to the City its request to terminate and/or substitute a DBE subcontractor, the prime Contractor must give notice in writing to the DBE subcontractor, with a copy to the City, of its intent to request to terminate and/or substitute, and the reason for the request.

The prime contractor must give the DBE five days to respond to the prime contractor's notice and advise the City and the Contractor of the reasons, if any, why it objects to the proposed termination of its subcontract and why the City should not approve the prime Contractor's action. If required DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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in a particular case as a matter of public necessity (e.g., safety), the City may provide a response period shorter than five days.

In addition to post-award terminations, the provisions of this section apply to preaward deletions of or substitutions for DBE firms put forward by offerors in negotiated procurements.

Reference: 49 CFR part 26
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FAA – 13 Distracted Driving
APPLICABILITY - contracts that exceed the micro-purchase threshold of 2 CFR § 200.320 (currently set at $10,000).

REQUIREMENT -

TEXTING WHEN DRIVING
In accordance with Executive Order 13513, “Federal Leadership on Reducing Text Messaging While Driving”, (10/1/2009) and DOT Order 3902.10, “Text Messaging While Driving”, (12/30/2009), the Federal Aviation Administration encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or subgrant.

In support of this initiative, the City encourages the Contractor to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The Contractor must include the substance of this clause in all sub- tier contracts exceeding $10,000 that involve driving a motor vehicle in performance of work activities associated with the project.

Reference: Executive Order 13513, DOT Order 3902.10
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FAA – 14 Prohibition on Certain Telecommunications and Video Surveillance Services and Equipment
APPLICABILITY - all AIP funded contracts and lower-tier contracts.

REQUIREMENT -
Contractor and Subcontractor agree to comply with mandatory standards and policies relating to use and procurement of certain telecommunications and video surveillance services or equipment in compliance with the National Defense Authorization Act [Public Law 115-232 § 889(f)(1)].

Reference: 2 CFR § 200, Appendix II(K); 2 CFR § 200.216 DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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FAA – 15 Drug Free Workplace Requirements
APPLICABILITY - This provision applies to all AIP funded projects, but not to the contracts between the City and a contractor, subcontractors, suppliers, or subgrantees.

The Drug -Free Workplace Act of 1988 requires some Federal contractors and all Federal grantees to agree that they will provide drug-free workplaces as a condition of receiving a contract or grant from a Federal agency. The Act does not apply to contractors, subcontractors, or subgrantees, although the Federal grantees workplace may be where the contract ors, subcontractors, or subgrantees are working.

Reference: 49 CFR part 32, Drug-Free Workplace Act of 1988 (41 U.S.C. 701 et seq., as amended)

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FAA – 16 Equal Employment Opportunity
APPLICABILITY – The purpose of this provision is to provide equal opportunity for all persons, without regard to race, color, religion, sex, or national origin who are employed or seeking employment with contractors performing under a federally-assisted construction contract. There are two provisions ― a construction clause and a specification clause.

The equal opportunity contract clause applies to any contract or subcontract when the amount exceeds $10,000. Once the equal opportunity clause is determined to be applicable, the contract or subcontract must include the clause for the remainder of the year, regardless of the amount or the contract.

Contract Types –
Construction – all construction contracts and subcontracts as required above.

Equipment – all equipment contracts as required above that involves installation of equipment onsite (e.g., electrical vault equipment). This provision does not apply to equipment acquisition projects where the manufacture of the equipment takes place offsite at the vendor plant (e.g., ARFF and SRE vehicles).

Professional Services – all professional service agreements as required above.

Property – all land acquisition projects that include work that qualifies as construction work as defined by 41 CFR part 60 as required above. An example is installation of boundary fencing.

REQUIREMENT -
A16.3.1 EEO Contract Clause
During the performance of this contract, the Contractor agrees as follows:
(1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender ident ify, or national origin. Such action 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 selecti on for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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to the compensation information of other employees or applicants as a part of such employee's essential job funct ions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers’ representative of the Contractor’s commitments under this section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(7) In the event of the Contractor’s noncompli ance with the nondiscrimination clauses of this contract or with any such rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The Contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such di rection, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

A16.3.2 EEO Specification

STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY

CONSTRUCTION CONTRACT SPECIFICATIONS
a. “Covered area” means the geographical area described in the solicitation from which this contract resulted;
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b. “Director” means Director, Office of Federal Contract Compliance Programs (OFCCP), U.S.

Department of Labor, or any person to whom the Director delegates authority; c. “Employer identification number” means the Federal social security number used on the Employer’s Quarterly Federal Tax Return, U.S. Treasury Department Form 941; d. “Minority” includes:
(1) Black (all persons having origins in any of the Black African racial groups not of Hispanic origin);
(2) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race);
(3) Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); and (4) American Indian or Alaskan native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification).

2. Whenever the Contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically inc lude in each subcontract in excess of $10,000 the provisions of these specifications and the Notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted.

3. If the Contractor is participating (pursuant to 41 CFR part 60 -4.5) in a Hometown Plan approved by the U.S. Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the Plan area (including goals and timetables) shall be in accordance with that Plan for those trades which have unions participating in the Plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO clause and to make a good faith effort to achieve each goal under the Plan in each trade in which it has empl oyees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved Plan does not excuse any covered contractor’s or subcontractor’s failure to take good faith efforts to achieve the Plan goals and timetables.

4. The Contractor shall implement the specific affirmative action standards provided in paragraphs 7a through 7p of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the Contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered construction contractors performing construction work in a geographical areas where they do not have a Federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any Office of Federal Contract Compliance Programs office or from Federal DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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procurement contracting officers. The Contractor is expected to make substantially uniform progress in meeting its goals in each craft during the period specified.

5. Neither the provisions of any collective bargaining agreement, nor the failure by a union with whom the Contractor has a collective bargaining agreement, to refer either minorities or women shall excuse the Contractor’s obligations under these specifications, Executive Order 11246, or the regulations promulgated pursuant thereto.

6. In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the Contractor during the training period, and the Contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U.S. Department of Labor.

7. The Contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the Contractor’s compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The Contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following:
a. Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the Contractor’s employees are assigned to work. The Contractor, where possible, will assign two or more women to each construction project. The Contractor shall specifically ensure that all foremen, superintendents, and other onsite supervisory personnel are aware of and carry out the Contractor’s obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. b. Establish and maintain a current list of minority and female recruitment sources, provide written notification to minority and female recruitment sources and to community organizations when the C ontractor or its unions have employment opportunities available, and maintain a record of the organizations’ responses. c. Maintain a current file of the names, addresses, and telephone numbers of each minority and female off -the-street applicant and minority or female referral from a union, a recruitment source, or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the Contractor by the union or, if referred, not employed by the Contractor, this shall be documented in the file with the reason therefor, along with whatever additional actions the Contractor may have taken. d. Provide immediate written notification to the Dir ector when the union or unions with which the Contractor has a collective bargaining agreement has not referred to the Contractor a minority person or woman sent by the Contractor, or when the Contractor has other information that the union referral proces s has impeded the Contractor’s efforts to meet its obligations.
e. Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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apprenticeship and trainee programs relevant to the Contractor’s employment needs, especially those programs funded or approved by the Department of Labor. The Contractor shall provide notice of these programs to the sources compiled under 7b above.
f. Disseminate the Contractor’s EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the Contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards acc essible to all employees at each location where construction work is performed.
g. Review, at least annually, the company’s EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring, assignment, layoff, termination, or other employment decisions including specific review of these items with onsite supervisory personnel such superintendents, general foremen, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. h. Disseminate the Contractor’s EEO policy externally by including it in any advertisi ng in the news media, specifically including minority and female news media, and providing written notification to and discussing the Contractor’s EEO policy with other contractors and subcontractors with whom the Contractor does or anticipates doing business. i. Direct its recruitment efforts, both oral and written, to minority, female, and community organizations, to schools with minority and female students and to minority and female recruitment and training organizations serving the Contractor’s recrui tment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the Contractor shall send written notification to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process. j. Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer, and vacation employment to minority and female youth both on the site and in other areas of a contractor’s work force.
k. Validate all tests and other selection requirements where there is an obligation to do so under 41 CFR part 60-3.
l. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel, for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities. m. Ensure that seniority practices , job classifications, work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring all DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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personnel and employment related activities to ensure that the EEO policy and the Contractor’s obligations under these specifications are being carried out. n. Ensure that all facilities and company activities are nonsegregated except that separate or single-user toilet and necessary changing facilities shall be provided to assure privacy between the sexes.
o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations.
p. Conduct a review, at least annually, of all supervisor’s adherence to and performance under the Contractor’s EEO policies and affirmative action obligations.

8. Contractors are encouraged to participate in voluntary associations, which assist in fulfilling one or more of their affirmative action obligations (7a through 7p). The efforts of a contractor association, joint contractor-union, contractor-community, or other similar group of which the Contractor is a member and participant may be ass erted as fulfilling any one or more of its obligations under 7a through 7p of these specifications provided that the Contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minor ities and women in the industry, ensures that the concrete benefits of the program are reflected in the Contractor’s minority and female workforce participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the Contractor. The obligation to comply, however, is the Contractor’s and failure of such a group to fulfill an obligation shall not be a defense for the Contractor’s noncompliance.

9. A single goal for minorities and a separate single goal for women have been established. The Contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non-minority. Consequently, the Contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (for example, even though the Contractor has achieved its goals for women generally, the Contractor may be in violation of the Executive Order if a specific minority group of women is underutilized).

10. The Contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, sexual orientation, gender identity, or national origin.

11. The Contractor shall not enter into any subcontract with any person or firm debarred from Government contracts pursuant to Executive Order 11246.

12. The Contractor shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension, termination, and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order 11246, as amended.

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13. The Contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph 7 of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the Contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, the Director shall proceed in accordance with 41 CFR part 60-4.8.

14. The Contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the Government, and to keep records. Records shall at least include for each employee, the name, address, telephone numbers, construction trade, union affiliation if any, employee identification number when assigned, social security number, race, sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, contractors shall not be required to maintain separate records.

15. Nothing herein provided shall be construed as a limitation upon the application of other laws which establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g. those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program).

Reference: 2 CFR 200, Appendix II(C), 41 CFR § 60-1.4, 41 CFR § 60-4.3, Executive Order 11246

DocuSign Envelope ID: BAF47066-7554-4E06-B6F5-4DB02E425833

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Palm Springs City CouncilJanuary 28, 2026

Palm Springs City Council
January 28, 2026