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HomeMy WebLinkAbout1BB OCRCITY COUNCIL STAFF REPORT DATE: November 12, 2020 CONSENT CALENDAR SUBJECT: CONSIDERATION AND APPROVAL OF AMENDMENT NO. 4 TO DESTINATION PALM SPRINGS AGREEMENT-PS RESORTS. FROM: David H. Ready, City Manager BY: Marcus L. Fuller, Assistant City Manager SUMMARY The City Council is requested to consider and approve Amendment No. 4 to the Destination Palm Springs Agreement with PS Resorts, a California mutual benefit corporation, to extend the existing agreement on a month to month basis, effective July 1, 2020. :,, RECOMMENDATION: 1. Approve Amendment No. 4 to the Destination Palm Springs Agreement with PS Resorts (A6187); and 2. Authorize the City Manager to execute the amendment. BUSINESS PRINCIPAL DISCLOSURE: PS Resorts is a California mutual benefit corporation. Mutual benefit corporations, like other not-for-profit organizations, are created for social welfare purposes within the meaning of Internal Revenue Code section 501 (c)(4). They have no "owners" in the sense that for-profit corporations do. A search of the Secretary of State of California shows that, as of January 22, 2020, Aftab Dada was the Chief Executive Officer of PS Resorts, Robert Hunt is the Secretary, and Steven Boswell is the Chief Financial Officer. Tamara Stevens is listed as the Executive Administrator. 2City Council Staff Report November 12, 2020 --Page 2 PS Resorts Agreement I Amendment No. 4 BACKGROUND: In May of 2012, the City of Palm Springs and PS Resorts entered into a "Destination Palm Springs Agreement." PS Resorts was established as a mutual benefit corporation, consisting of representatives from each of the resort hotels within the City, who charge "resort fees" to guests staying at their hotels. The stated corporate purpose of PS Resorts is to "create, foster, and enhance events, attractions and activities that would attract visitors to Palm Springs, and otherwise promote Palm Springs as a premier destination." The 2012 agreement provided that, of the transient occupancy tax (TOT} that the City collected attributable to the "resort fees" (i.e., the "Resort Fee TOT"), the City would grant to PS Resorts fifty percent (50%) of that Resort Fee TOT. PS Resorts uses this revenue solely for the purposes of developing and facilitating events and attractions that directly relate to the City's tourism efforts, including special events and parades, conventions, and other activities that are intended to generate more visitors to Palm Springs to increase hotel room occupancy rates thereby increasing business for the City's retailers, restaurants and bars. The Agreement has been amended three times to extend the term of the agreement to June 30, 2020. Among the terms and conditions that were previously amended was creating an obligation of PS Resorts to fund a minimum of $225,000 annually for events, programs and activities as approved by the City Council. STAFF ANALYSIS: In approving the 'last amendment on February 13, 2020, the intent was for the City and PS Resorts to negotiate terms and conditions of an Amended and Restated Agreement for a continued long-term partnership in sustaining the City's local tourism industry through the efforts of PS Resorts and the Resort Fee TOT revenue generated specifically by the resorts hotels. However, with the onset of the COVID-19 pandemic in mid-March 2020, a long-term agreement has not been negotiated, and Staff recommends that the agreement be extended on a month-to-month basis to allow the City and PS Resorts to continue with its successful partnership as both parties evaluate the continued effects of the COVID-19 pandemic on the City's local tourism economy. The City and PS Resorts will meet to discuss terms and conditions of a long-term agreement meeting the goals and objectives of further improving the City's local tourism economy. 3City Council Staff Report November12,2020--Page3 PS Resorts Agreement I Amendment No. 4 ENVIRONMENTAL IMPACT: Pursuant to the California Environmental Quality Act (CEQA), this item is categorically exempt under CEQA, in that it can be seen with certainty that there is no possibility that this action will have any effect on the environment. FISCAL IMPACT: As stated, the Agreement is funded solely by the Resort Fee TOT that is generated by the resort hotels specifically by the resorts hotels that make up the members of PS Resorts. This funding has provided a stream of revenue to PS Resorts that was allocated directly back to tourism related activities in Palm Springs, further enhancing and promoting Palm Springs and increasing business for all the City's hotels, restaurants, bars and retailers. SUBMITTED: Marcus L. Fuller, P.E., P.L.S., MPA Assistant City Manager Attachments: 1. Amendment 4 2. Destination Palm Springs Agreement, 2012 David H. Ready, Esq. City Manager 4ATTACHMENT 1 5AMENDMENT NO. 4 TO DESTINATION PALM SPRINGS AGREEMENT PS RESORTS This Amendment No. 4 to Destination Palm Springs Agreement ("Amendment No. 3") is made and entered into, effective this _ day of ____ , 2020, by and between the City of Palm Springs, California, a California municipal corporation and charter law city ("City") and PS Resorts, a California mutual benefit corporation ("PS Resorts"). RECITALS A. City and PS Resorts have entered into a funding agreement, dated May 28, 2012, to create, foster, and enhance events, attractions, and activities that will attract visitors to Palm Springs and otherwise promote Palm Springs as a premier destination, (together, with the amendments referenced below and this Amendment No. 3, the "Agreement"). B. City and PS Resorts approved Amendment No. 1 to the Agreement on December 6, 2013, to extend the term of the Agreement for an additional three years through November 30, 2016. C. City and PS Resorts approved Amendment No. 2 on March 15, 2017, in order to modify certain terms and conditions to the Agreement, including extending the term of the Agreement to November 15, 2019. D. City and PS Resorts approved Amendment No. 3 on February 13, 2020, to extend the term of the Agreement to June 30, 2020. E. City and PS Resorts desire to continue funding to PS Resorts, on a month to month basis subject to cancellation with thirty (30) days written notice. AGREEMENT In consideration of the promises and covenants contained in this Amendment No. 4 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and the PS Resorts agree: SECTION 1. Section 1 of the Agreement is amended to read as follows: "1. Term. Unless earlier terminated in accordance with Section 15 of this Agreement, this Agreement shall continue in full force and effect on a month to month basis, effective July 1, 2020, unless and until the Agreement is replaced with an Amended and Restated Agreement incorporating such terms and conditions of the Agreement regarding the continued cooperative partnership of the City and PS Resorts as may be mutually agreeable to both parties." 6SECTION 2. Except as expressly modified by this Amendment No. 4, the Agreement shall remain in full force and effect according to its terms. The persons executing this Amendment No. 4 on behalf of the parties hereto warrant that they are duly authorized to execute this Amendment No. 4 on behalf of said parties and that by so executing this Amendment No. 4 the parties are formally bound to the provisions of this Amendment No. 4. In witness whereof, City and PS Resorts have executed and entered into this Amendment No. 4 as of the date first written above. CITY OF PALM SPRINGS, a California charter City David H. Ready, Ph.D., City Manager ATTEST: Anthony Mejia, MMC City Clerk APPROVED AS TO FORM: Jeffrey S. Ballinger City Attorney PS RESORTS, a California mutual benefit corporation Aftab Dada, President Celeste Brackley, Vice President 7ATTACHMENT 2 8AMENDMENT NO. 2 TO DESTINATION PALM SPRINGS AGREEMENT PS RESORTS This Amendment No. 2 to the Destination Palm Springs Agreement ("Amendment") is made and entered into this 15th day of March, 2017, by and between the City of Palm Springs, California, a California charter city ("City"), and PS Resorts, a California mutual benefit corporation ("PS Resorts"). RECITALS A. City and PS Resorts have entered into a funding Agreement, dated May 28, 2012, to createt foster, and enhance events, attractions, and activities that will attract visitors to Palm Springs and otherwise promote Palm Springs as a premier destination, (the "Agreement"). B. City Council approved Amendment No. 1 to the Agreement on December 6, 20131 to extend the term of the Agreement for an additional three years through November 30, 2016. C. City and PS Resorts are agreeable to modifying certain terms and conditions to the Agreement pursuant to the terms of this Amendment No. 2. D. City and PS Resorts desire to continue funding to PS Resorts in the furtherance of its purpose and the purposes of the Agreement. AGREEMENT In consideration of the promises and covenants contained in this Amendment No. 2 and other good and valuable consideration, the City and the PS Resorts agree: SECTION 1. Section 6 of the Agreement is amended to read: 6. Funding. (a) Payment to PS Resorts. Subject to Section 2 herein, the City agrees to grant to PS Resorts an annual amount equal to fifty percent (50%) of the net transient occupancy tax revenues paid to and retained by the City, attributed solely to resort fees (the "Resort Fee TOT") paid to and collected by the member hotels of PS Resorts, for thirty-six consecutive calendar months, commencing on December 1, 2016, and through November 30, 2019. PS Resorts agrees to continue its purpose to create, foster, and enhance events, attractions, and activities that will attract visitors to Palm Springs and otherwise promote Palm Springs as a premier destination, (the "Projece), subject to the terms and conditions of the Agreement as hereby amended. For the purposes of this Agreement, "net transient occupancy tax revenues" means transient occupancy tax revenues paid to the City and attributed solely to resort fees paid to and collected by the member hotels of PS Resorts. Destination Palm Springs Amend. No. 2 PS RESORTS Page 1 of 4 9(b) Contingent on Funding. The obligations of the City under this Amendment No. 2 are contingent upon the availability of funds and inclusion of sufficient funds for the payment of any or all obligations hereunder in the budget approved by the City Council each fiscal year this Agreement, as amended, remains in effect or operation. In the event such funding is terminated or reduced, the City Manager may terminate this Agreement, as amended, to reduce the City's obligations, if any, or modify this Agreement, without penalty. The decision of the City Manager shall be binding on PS Resorts. The City Manager shall provide PS Resorts with written notification of such determination and PS Resorts shall immediately comply with the City Manager's decision. (c) Sponsorships. All events, programs, and/or activities of PS Resorts where sponsorships are acknowledged shall include acknowledgement of sponsorship of both PS Resorts and the City of Palm Springs. SECTION 2. Section 1 of the Agreement is amended to read: 1. Term. Unless earlier terminated in accordance with Section 15 of this Agreement, this Agreement shall continue in full force and effect for a period of three (3) years ending on November 30, 2019, unless extended by mutual written agreement of the parties. SECTION 3. Subsection (c) of Section 6, titled "Funding," added by Amendment No. 1 to the Agreement, is revised to read: (c) Funding of Council Requested Events, Programs, or Activities. PS Resorts commits to fund a minimum of $225,000 annually during the term of the Agreement, as amended, for expenses for events, programs, and/or activities as requested by the City Council. SECTION 4. Section 9, "Covenant against Discrimination," of the Agreement is revised to read: 9a. Covenant Against Discrimination. In connection with its performance under this Agreement, PS Resorts shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition. PS Resorts shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Destination Palm Springs Amend. No. 2 PS RESORTS Page 2 of 4 10SECTION 5. Section 9b is added to the Agreement to read: 9b. Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the PS Resorts, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to PS Resorts or to its successor, or for breach of any obligation of the terms of this Agreement. SECTION 6. Section 9c is added to the Agreement to read: 9c. Conflict of Interest. PS Resorts acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall PS Resorts enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. PS Resorts warrants that PS Resorts has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. SECTION 7. The persons executing this Amendment on behalf of the parties hereto warrant that they are duly authorized to execute this Amendment on behalf of said parties and that by so executing this Amendment the parties hereto are formally bound to the provisions of this Amendment. Destination Palm Springs Amend. No. 2 PS RESORTS Page 3 of 4 11SECTION 8. City and PS Resorts agree that the terms of the Agreement shall remain unchanged and in full force and effect, except as specifically provided in this Amendment No. 2. In witness whereof, City and PS Resorts have executed and entered into this Amendment No. 2 as of the date first written above. CITY OF PALM SPRINGS, A California Charter City ATTEST: Destination Palm Springs Amend. No. 2 PS RESORTS Page4 of4 Aft Tim Ellis, Vice President 12AMENDMENT N0.1 TO DESTINATION PALM SPRINGS AGREEMENT PS RESORTS This Amendment No. 1 to the Destination Palm Springs Agreement ("Amendment") is made and entered into this 6 TH day of December, 2013, by and between the City of Palm Springs, California, a California charter city ("City), and PS Resorts, a California mutual benefrt corporation ("PS Resorts"). RECITALS A. City and PS Resorts have entered into a funding Agreement, dated May 28, 2012, to create, foster, and enhance events, attractions, and activities that will attract visitors to Palm Springs and otherwise promote Palm Springs as a premier destination C'Agreement"). B. City and PS Resorts are agreeable to modifying certain terms and conditions to the Agreement pursuant to the terms of this Amendment. C. City and PS Resorts desire to continue funding to PS Resorts in the furtherance of its purpose and the purposes of the Agreement. AGREEMENT In consideration of the promises and covenants contained in this Amendment and other good and valuable consideration, the City and the PS Resorts agree: SECTION 1. City agrees to grant to PS Resorts an annual amount equal to fifty percent (50%) of the net transient occupancy tax revenues paid to and retained by the City, attributed solely to resort fees paid to and collected by the member hotels of PS Resorts ("Resort Fee TOT") for thirty-six consecutive calendar months, commencing on December 1, 2013, and PS Resorts agrees to continue the Project, and create, foster, and enhance events, attractions, and activities that will attract visitors to Palm Springs and otherwise promote Palm Springs as a premier destination, subject to the terms and conditions of the Agreement. For the purposes of this Agreement "net transient occupancy tax revenues" means transient occupancy tax revenues paid to the City and attributed solely to resort fees paid to and collected by the member hotels of PS Resorts less any rebates, refunds, or incentive program payments pursuant to Chapter 5.26 of the Palm Springs Municipal Code or by agreement between the City and a Developer or Operator of a hotel. SECTION 2. Section 1 of the Agreement is amended to read: 1. Term. Unless earlier terminated in accordance with Section 15 of this Agreement, this Agreement shall continue in full force and effect for a period of three (3) years ending on November 30, 2016, unless extended by mutual written agreement of the parties. Destination Palm Springs Amend. No. 1 PS RESORTS Page 1 of 2 ()RtlilNHL Oll.l 1.NO/OR AGREEMfMT 13SECTION 3. Subsection (c) of Section 6, titled 11Funding," is added to the agreement to read: (c) Funding of the Palm Springs Trolley by PS Resorts. PS Resorts commits to fund a minimum of $100,000 annually during the life of this agreement extension to the proposed City of Palm Springs trolley program, as generally described at the City Council meeting of November 20, 2013, and subject to further refinement and modification. One-half of each annual payment to the City for this purpose will be due and payable on May 1 and November 1 of each year this agreement remains in effect. PS Resorts shall be recognized as a sponsor of the Palm Springs Trolley Program in a manner as determined by the City Manager and PS Resorts. In the event that City Council does not approve such a trolley program, PS Resorts will be relieved of this obligation -which would be in writing from the City Manager. SECTION 4. The persons executing this Amendment on behalf of the parties hereto warrant that they are duly authorized to execute this Amendment on behalf of said parties and that by so executing this Amendment the parties hereto are formally bound to the provisions of this Amendment. SECTION 5. City and PS Resorts agree that the terms of the Agreement, shall remain unchanged and in full force and effect, except as specifically provided in this Amendment. In witness whereof, City and PS Resorts have executed and entered into this Amendment as of the date first written above. CITY OF PALM SPRINGS, A California Charter City ~~~ David H. Ready, City~ ATTEST: APPROVED AS TO FORM: J1YMnJ? Douglas' C. Holland, City Attorney Destination Palm Springs Amend. No. 1 PS RESORTS Page 2 of 2 APPROVED BY cm ccr;·:C!L \i•~·\1> -0~ ~~_)'6'\ 14DESTINATION PALM SPRINGS AGREEMENT THIS DESTINATION PALM SPRINGS AGREEMENT (the "Agreement") is made and entered into this 7bay of February, 2012, by and between the City of Palm Springs, a California charter city ("City"), and PS RESORTS, a California mutual benefit corporation C'PS Resorts"). Collectively the City and PS Resorts are referred to as the Parties. RECITALS A. PS Resorts is a recently organized mutual benefit corporation, consisting of representatives from each of the resort hotels operating within the corporate limits of the City and who charge or assess resort fees. The purpose of PS Resorts is to create, foster, and enhance events, attractions, and activities that will attract visitors to Palm Springs and otherwise promote Palm Springs as a premier destination ("Project"). B. City is a charter city that levies and collects a transient occupancy tax ("TOT") on guests for the privilege of occupancy at hotels, motels, and other visitor serving facilities as provided in Chapter 3.24 of the Palm Springs Municipal Code. C. It is the desire of the City to provide an initial "seed" grant of funds to PS Resorts and assist PS Resorts in the furtherance of its purpose and the purposes of this Agreement, and to ensure that there is an appropriate level of start-up funds to reasonably enable PS Resorts to commence the Project. NOW, THEREFORE, in consideration of the mutual agreements contained herein! City agrees to grant to PS Resorts an annual amount equal to Fifty Percent (50%) of the TOT revenues paid to the City and attributed solely to resort fees paid to and collected by the member hotels of PS Resorts ("Resort Fee TOT") for thirty-six consecutive calendar months, commencing on December 1, 201 O and PS Resorts agrees to use funds provided for herein to undertake the Project, and create, foster, and enhance events, attractions, and activities that will attract visitors to Palm Springs and otherwise promote Palm Springs as a premier destination, subject to the following terms and conditions: AGREEMENT 1. Term. The term of this Agreement shall commence on December 1, 2010 and terminate on November 30, 2013, unless terminated pursuant to the provisions of Section 15 of this Agreement. 152. Project. PS Resorts shall initiate and reasonably pursue its purpose, which includes the creation, fostering, and enhancement of events, attractions, and activities that will attract visitors to Palm Springs and otherwise promote Palm Springs as a premier destination. 3. Status of PS Resorts. PS Resorts is an independent entity, apart from the City, and shall be wholly responsible for the manner in which it performs the Project as required by the terms of this Agreement. Nothing in this Agreement shall be construed as creating a relationship of employer and employee or principal and agent between the City and PS Resorts or any of PS Resorts' agents or employees. The City shall neither have nor exercise any control or direction over the methods by which PS Resorts shall perform its obligations under this Agreement. The City shall not be responsible or liable for the acts or failure to act, whether intentional or negligent, of any employee, agent, or volunteer of PS Resorts. PS Resorts shall own any event, event names, concepts and the like, it produces, including events produced with the funds to be provided. 4. Operation as a Non-Profit. PS Resorts shall at all times during the term of this Agreement operate and otherwise conduct itsetf as a bona fide mutual benefit corporation in full compliance with the laws of the State of California and shall timely file all statement, documents, and submissions required under the laws of the State of California and the United States. PS Resorts shall also implement appropriate financial procedures and administrative practices that will ensure that the Board of Directors of PS Resorts will be accountable for all actions taken in the name of PS Resorts. Such procedures and practices shall include, without limitation: (a) Inclusion on the Board of Directors a representative from each hotel in the City that collects transient occupancy taxes on resort fees. Notwithstanding the foregoing, PS Resorts shall not be required to have more than twelve (12) directors. In the event membership exceeds twelve {12), directors shall be elected by a majority of members. (b) Board of Directors review and approval of each and every expenditure in excess of One Thousand Dollars ($1,000.00), and the preparation of minutes of all Board meetings that reflect all actions taken during each Board meeting. PS Resorts warrants that it has, or that it will timely secure all necessary licenses and permits required by the laws of the United States, State of California, or the City, and all other appropriate governmental agencies, and agrees to maintain these licenses and permits in effect for the duration of this Agreement. In addition, PS Resorts shall use its best efforts to ensure that its officers, directors, employees, agents, and contractors conduct themselves in compliance with the laws and licensure requirements including, without limitation, compliance with laws applicable to non discrimination, sexual harassment, and ethical behavior. 5. Delegation and Assignment PS Resorts shall not delegate or assign or otherwise transfer its duties, nor assign its rights under this Agreement, either in whole or in part, without the prior written consent of the City's City Manager. The request must be in writing with a full explanation for the request. Any consent granted by the 2 16City Manager may be conditioned upon and subject to certain actions by PS Resorts as determined by the City Manager. Any attempted assignment or delegation in derogation of this Section 5 shall be deemed void. It is understood and agreed that PS Resorts will engage consultants and contractors to assist it in accomplishment of its goals and purposes, and such engagements will not be deemed to violate the restrictions set forth in this Section 5. 6. Funding; (a) Payment to PS Resorts. The City shall pay to PS Resorts on a monthly basis fifty percent (50%) of the Resort Fee TOT based on the prior month's collections by the City. Upon execution of this Agreement, the City shall pay to PS Resorts the accrued sum of 50% of Resort Fee TOT from December 1, 2010 through the last complete month preceding the execution of this Agreement less any sums previously expended by the City or otherwise authorized by the City Manager for the benefit of the resort hotels of the City of Palm Springs. (b) Contingent on Funding and Budget. The obligations of the City under this Agreement are contingent upon the availability of funds and inclusion of sufficient funds for the payment of any or all obligations hereunder in the budget approved by the City Council each fiscal year this Agreement remains in effect or operation. In the event such funding is terminated or reduced, the City Manager may terminate this agreement reduce the City's obligations, if any, or modify this Agreement, without penalty. The decision of the City Manager shall be binding on PS Resorts. The City Manager shall provide PS Resorts with written notification of such determination and PS Resorts shall immediately comply with the City Manager's decision. Under no circumstances shall the City terminate this Agreement prior to June 30, 2012. 7. Indemnification. PS Resorts agrees to and shall indemnify, defend, and hold harmless City and its officers, agents, and employees from and against all liability, claims, losses and demands, damages to property or injuries to or death of any person or persons, including property of officers, employees, or agents of City, including defense costs (together, "Claims"), whether resulting from court action or otherwise, resulting from, related in any manner to, or arising out of the intentional, malicious, negligent acts, inactions, errors or omissions of PS Resorts, its officers, employees, agents, and/or its Subcontractors in the performance of this Agreement, except to the extent such claims are due solely by thenegligence or willful misconduct of the City, its officers, agents, or employees. 8. Insurance. Without limiting PS Resorts' liability for indemnification of City as set forth in Section 7 above, PS Resorts shall obtain and maintain in effect, during the term of this Agreement, reasonable insurance coverage consistent with best practices applicable to non-profit corporations doing business in the State of California. 9. Covenant against Discrimination. In the performance of this Agreement, PS Resorts shall not engage in, nor permit any employee or agent to engage in discrimination in employment of persons or provision of Services or assistance, nor exclude any person from participation in, nor deny any person the benefits of, nor or subject any person to discrimination under any program or activity funded in whole or in 3 17part with funds under this Agreement on the grounds of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, gender or sexual orientation, except as permitted by applicable provisions of Federal and State law. PS Resorts shall comply with Title II of the Americans with Disabilities Act, (42 U.S.C. §12101, et. seq.) as it relates to public accommodations. 10. Notice. 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 United States Postal Service, pre-paid, first-class mail 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 seventy-two (72) hours from the time of mailing if mailed as provided in this Section. To City: To PS Resorts: City of Palm Springs Attention: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 PS Resorts, President Chamber of Commerce Offices 190 WAmado Rd Palm Springs, CA 92262 11. Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by the mutual consent of the parties by an instrument in writing. 12. Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 13. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 14. Audits. PS Resorts shall prepare and maintain adequate records of its performance under this agreement in sufficient detail to permit an evaluation of PS Resorts' use of funds for the uses and purposes as generally provided in this Agreement. In this regard, PS Resorts' books and financial records shall be made available to the City Manager or the City Manager's designee for inspection at the City Manager's request. 15. Termination. Except as otherwise expressly provided in this Agreement the City and PS Resorts each reserves the right to terminate this Agreement at any time, without cause, upon ninety (90) days written notice to the other party, but shall not 4 18be terminated by the City prior to June 30, 2012. In the event the Agreement is terminated without cause, PS Resorts will retain any funds paid to PS Resorts under this Agreement and PS Resorts will expend such funds only in the manner and for the purposes provided in this Agreement. 16. Authority. 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. SIGNATURES ON FOLLOWING PAGE 5 19IN WffNESS WHEREOF, the parties have executed this Agreement as, of the dates stated below. APPROVED BY CllY COUNCIL \-l\,. \ o 1:(-a ~b\i1 \ Date: __ ~_7_~.........__-~-----Al IEST:. ~• CC •wu---.......~.---~ ... •---+--~ By: · James Thompson Dougla C. Holland City Clerk City Attomey/j i 1 I__.--~----... -Its: Date: ~C ( 0-'2,o, ·<._ Its: Vice President 6