ATTACHMENT A
AMENDMENT NO. 1 TO
LEASE AGREEMENT 25L083 WITH
ALCLEAR, LLC DBA CLEAR
AMENDMENT NO.1 TO LEASE 25L083
Alclear, LLC dba CLEAR
NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT
AT THE PALM SPRINGS INTERNATIONAL AIRPORT
THIS AMENDMENT NO. 1 to that certain Non- Exclusive Operating and Space Lease Agreement No. 25L083 (“Agreement”), is made and entered into this 1 st day of March 2026 (the “Effective Date”) by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (“City” or “Lessor”), and Alclear, LLC dba CLEAR a Delaware Limited Liability Company (“Lessee”) registered in the State of California. City and Lessee may herein be referred to individually as a “Party” and collectively as “Parties.”
RECITALS
WHEREAS, on April 1, 2025, City and Lessee entered into that certain Agreement whereby Lessee would lease terminal use space at Palm Springs International Airport (“Airport”) to operate a Non-Aeronautical Commercial Activity consisting of a Registered Travel Program providing expedited security screen for passengers who are registered for Lessee’s membership service.
WHEREAS, the Parties wish to amend the Agreement by increasing the lease rental payments, adjusting commercial activity fee annually via consumer price index (CPI), include new meet and assist services, and increasing the Minimum Annual Guarantee.
NOW THEREFORE, in consideration of the City’s covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Lessee mutually agree as follows.
AGREEMENT
1. Lease Rental Payments. Section 1.4 of the Agreement is replaced in its entirety to read:
“1.4 Lease Rental Payments. The rent for the Demised Premises is at a Rate of $136.90 per square foot per annum for lobby and office space, paid in monthly increments of $9,902.30 due on the first day of each month. The monthly rent shall be adjusted July 1st of each year in an amount equal to the increase in the consumer price index for All -Urban Consumers (CPI -U) in the Riverside -San Bernardino- Ontario Metropolitan Statistical Area (MSA), as published by the Bureau of Labor Statistics, its successor, or substantively similar, widely adopted measurement of cost inflation for the Palm Springs region. The rent shall be escalated annually, effective each July 1st, using CPI -U indices comparing January of the prior year to January of the current year. City shall send written notice of the applicable rent increase of each successive year along with documentation evidencing the calculation used to arrive at the figure.”
2. Commercial Activity Fee. Section 1.5 of the Agreement is replaced in its entirety to read:
“1.5.1 Commercial Activity Fee. In addition to rent as provided for in Section 1.4 of this Lease, Lessee agrees to remit to Lessor a $0.75 fee for each Unique Member Verification performed during each month as measured by Lessor’s automated data warehouse. This fee shall not include dupl icate transactions, Lessor’s employee verifications, verifications made for testing or quality control purposes, or demonstration verifications. The Unique Member Verification Fee (“Fee”) shall be adjusted July 1st of each year in an amount equal to the increase in the consumer price index for All-Urban Consumers (CPI-U) in the Riverside-San Bernardino- Ontario Metropolitan Statistical Area (MSA), as published by the Bureau of Labor Statistics, its successor, or substanti vely similar, widely adopted measurement of cost inflation for the Palm Springs region. The Fee shall be escalated annually, effective each July 1st, using CPI -U indices comparing January of the prior year to January of the current year. City shall send wr itten notice of the applicable Fee increase of each successive year along with documentation evidencing the calculation used to arrive at the figure.
1.5.2 Ambassador Assist Fee. Lessee shall be permitted to provide a traveler assist service at the Airport. The traveler assist service shall be defined as a meet and assist service for a fee for members of Lessee’s registered traveler program.
In consideration for the privilege of offering this service, Lessee shall provide the Airport with 10% of the gross sal es generated from the meet and assist service.
For clarity, gross sales will not include costs for registered traveler memberships.”
3. Minimum Annual Guarantee (MAG). Section 1.6 of the Agreement is replaced in its entirety to read:
“1.6 Minimum Annual Guarantee (MAG). As a condition for operating at the Demised Premises, Lessee shall pay to City, commencing with the start of the Lease, and on the first day of each and every month through the Term of this Agreement, one-twelfth (1/12) of the Minimum Annual Guarantee for the applicable Agreement Year without demand, deduction or setoff. Lessee agrees the MAG for each Agreement Year shall be $131,000 (one hundred and thirty-one thousand dollars).
Within fifteen (15) days after the end of each calendar month of the term hereof, commencing with the fifteenth (15th) day of the month following the Commencement Date, and ending with the fifteenth (15th) day of the month succeeding the last month of the Lease term, Lessee shall furnish Lessor a Monthly Report certified by Lessor to be correct, showing all transactions during the month and designating each type of transaction including the excluded transactions listed herein with sufficient details, and sh all accompany each such statement with Commercial Activity Fee Payment to Lessor.
In the event the Monthly Commercial Activity Fee Payment is greater than (1/12) of the MAG for the applicable Agreement Year, Lessee shall pay the difference to City with the Monthly Report. This fee is for the privilege to engage in business at Airport and is not for lease of the Demised Premises. Lessee shall be liable for any State Sales Tax thereon, should such “privilege fee” now or hereafter be held to be taxable by the State of California.
A. MAG Abatement Based on Enplaned Passengers in a
Calendar Year. The City calculates the number of enplaned passengers at the Airport. The Airport shall calculate the number of enplaned passengers no later than sixty (60) days after the end of the Calendar Year. For the purposes of this Lease, a Calendar Year is defined as the period of twelve (12) consecutive months, starting on January 1st and ending on December 31st. If the number of enplaned passengers in any given Calendar Year as calculated by the Airport, falls below ninety percent (90%) of the number of enplan ed passengers during the previous Calendar Year, then the MAG shall be reduced by taking the percentage of reduction of enplaned passengers over 90% from the previous Calendar Year, and multiplying that fraction by the current year’s MAG. If the number of enplaned passengers in any given continuous three-month period as calculated by the City, falls below seventy -five percent (75%) of the number of enplaned passengers during the same continuous three-month period during the previous year, then for the following month, the MAG shall be reduced by taking the percentage of reduction of enplaned passengers from the same continuous three- month period during the previous year, and multiplying that fraction by one-twelfth current year’s MAG, to calculate that month’s MAG payment.”
[SIGNATURES ON FOLLOWING PAGE]
SIGNATURE PAGE FOR AMENDMENT NO. 1 TO
NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT 25L083
BETWEEN THE CITY OF PALM SPRINGS AND ALCLEAR LLC DBA CLEAR
IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 to the NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT 25L083 ALCLEAR LLC DBA CLEAR as of the day and year first above written.
CITY OF PALM SPRINGS ALCLEAR, LLC DBA CLEAR
Approved By:
________________________________ ________________________________ Scott Stiles Signature
City Manager
________________________________
Name
________________________________
Date ________________________________
Title
Attested By:
________________________________ ________________________________ Brenda Pree Signature
City Clerk
________________________________
Name
Approved as to Form:
________________________________
Title
________________________________
Jeffrey S. Ballinger
City Attorney Corporations require two
notarized signatures. One signature
must be from Chairman of Board,
President, or any Vice President. The
second signature must be from the
Secretary, Assistant Secretary,
Treasurer, Assistant Treasurer, or Chief
Financial Officer.