ATTACHMENT A
AMENDMENT NO. 2 TO
CONCESSION AGREEMENT 23P069
WITH FUSE CONNECT, LLC
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
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.
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] _________________
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
EXHIBIT D BLANK SLATE SPACE TERMINAL BUILDING 580.49 SQUARE FEET