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HomeMy WebLinkAboutA7253 - UBER TNC OPERATOR RASIER - CA LLCTRANSPORTATION NETWORK COMPANY OPERATING PERMIT AGREEMENT PALM SPRINGS INTERNATIONAL AIRPORT CITY OF PALM SPRINGS_: THIS TRANSPORTATION NETWORK COMPANWRATIN.G PERMIT AGREEMENT. Agreement")-is:dated, executed,.and:effective 2019 by and between the City of Palm .Springs; a California charter city and-:municipal corporation ("City") and Uber Technologies, Inc.,a.Delaware corporation ("Permittee"). By and through this Agreement,,: City Hereby grants.nonexclusive rights and privileges at Palm Springs International Airport Airport") upon the terms and conditions set forth below; and Permittee hereby.accepts said..rights and privileges subject and according to each and all :of said terms, and conditions. RECITALS WHEREAS,:the City owns:and operates the Airport in Palm Springs: California, sometimes-referenced as "PSP,":for.the convenience of the general public,.and has.the .. right to control commercial activities at the:Airport,and the means and:methods of ingress and egress to.and from the Airport; and WHEREAS, Permittee provides" prearranged transportation services ._for: compensation using an online-enabled application or platform, such as,a,smart phone: app, to connect drivers using their personal vehicles with passengers, lawfully operating a "Transportation Network Company"as that term is defined by California Public Utilities: Code ':Section 5431(c): and Section 16.02.15 of the Palm Springs Municipal Code . P IVIC"); and WHEREAS, Permittee has secured a. permit to operate.as:a TNC through the California Public Utilities Commission-..("CPUC"),- maintains its CPUC .permit in' good standing, and:operates in compliance with all applicable federal and state laws; and WHEREAS, Permittee contracts with and/or employs'drivers("Drivers")to use.their personal vehicles to transport passengers, pursuant to:terms and conditions:negotiated and agreed by-and:between Permittee,as a lawfully regulated TNC,and each Driver,with. rides arranged through Pennittee's online enabled application,:and will derive substantial commercial benefit from Drivers'-use-of the'Airport; and WHEREAS, the City.:originally authorized TNCs to operate-:at the Airport. in . adopting:Ordinance 1906 on.November 1.6,:2016; but no TNCs.:applied for or secured a permit pursuant to.the terms of Ordinance 1906; and . TNC Operating Permit Agreement Page 1 of 20 1.8.18,Uber ORIGINAL BID ANC GR AGREEMENT WHEREAS, on January 24, 2018, the City introduced Ordinance No. 1950 amending various sections of PSMC Chapter 16.37, modifying and clarifying City's permitting and regulatory authority with respect to each TNC seeking to operate at the Airport; and WHEREAS, Ordinance 1950 replaces all language in Section 16.37.010(c) from the Palm Springs Municipal Code('PSMC"),eliminating the City's requirement of random testing of TNC Drivers for drugs and/or alcohol,and noting that°[e]ach TNC shall comply fully with all CPUC licensing requirements, including without limitation the CPUC's TNC zero tolerance intoxicating substance policy," adopted in Decision 13-09-045, Safety Requirement "d,° also referenced as CPUC Rulemaking 12-12-011, filed December 20, 2012, issued on September 23, 2013, as said requirements and policy may be amended or replaced from time to time; and WHEREAS, on February 5, 2018, the City Manager executed regulation A2018- 01, suspending enforcement of the City's requirement of random testing, pending the effective date of Ordinance 1950; and WHEREAS, Permittee wants to provide ground transportation services on Airport property, and in consideration of City's issuance of an operating permit in accordance with PSMC Section 16.37.010(a), Permittee desires to enter into this Agreement, and to accept and be bound by the terms and conditions set forth herein and in PSMC Chapter 16.37, as well as any and all regulations issued by the City Manager pursuant to PSMC Section 16.37.005(c) as reflected in Ordinance No. 1950. Permittee is further willing to use commercially reasonable efforts to ensure that Permittee's Drivers comply with the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Permittee mutually agree as follows: OPERATING PERMIT AGREEMENT 1. Definitions: A. "Agreement" has the meaning attributed above in the introductory paragraph to this Agreement. B. "Airport"has the meaning attributed above in the introductory paragraph to this Agreement TNC Operating Permit Agreement Page 2 of 20 3.8.18,Uber C. "City" has the meaning attributed above in the introductory paragraph:to this Agreement... D. "City Manager" means the City Manager of'.the City of Palm:-Springs or esignee.. . .. .... E. "Claims" has the meaning reflected in Section 10.A.of.this A9 reement p F. "Commercial Vehicle-. Permit Fee" means the charge established for commercial.vehicles operating.at the.Airport. G "CPUC" has the meaning attributed above in the recitalsin:this Agreement:' H. "Cruising" means the unnecessary circling of the terminal area or proceeding along indirect paths by:a ground transportation vehicle or driver I- - "Driver" has the:meaning attributed above in the recitals:in:this Agreement, J. "Geo-fence" means.the virtual barrier that.defines-the Geo-fence-Tracking Area: K. "Geo-fence Trackin Area" means: a virtual area with digital boundary99 derived from a.computer software program, using a global=positioning system: GPS.or radio fre uenc identification RFID , which area is coextensive withqY the Airport's geographic area, as reviewed and approved by.the City Manager, including but not limited to the terminal roadway, and which program provides real-time notification to the Airport of all TNC Driver activity within the area. L. "Passenger Drop-off": means each instance .wherein one of Permittee's Drivers drops=off:a:passenger on Airport Property. M.."Passenger Pickup"means each instance wherein-one of:Permittee's Drivers picks up a passenger on Airport Property.The specified passenger TNC Pickup area was incorporated in Ordinance.1906 and is reflected in regulation A2018-: 01. N. "PSMC".has-the meaning attributed above in the.recitals in this Agreement. O. "Released Parties" :has _the meaning,_reflected in Section. 1.0.A:. of this Agreement'. P. "Transportation Network Company" .or. "TNC" means .an.. organization whether a corporation, partnership, sole proprietor, or other form, operating in California with a.CPUC-issued permit and subject to California Public Utilities. Code Division.2,Chapter 8,Article.!`:'Transportation Network Companies,":and required-to comply with all applicable regulations promulgated and enforced by the:CPUC, which organization uses an online-enabled.application or platform. . to connect passengers using their-personal vehicles. Q.' "TNC-Mobile'App" means a TNC'§ online enabled application .to connect passengers with TNCs approved TNC Drivers.- R.- "TINIC Services":means the services:provided by Permittee and/or its Drivers:: to passengers while on Airport Property. op TNC Operating Permit Agreement Page 3 of:20'. pq 3.8.18,Uber S: :"TNC Staging Area°means one or more areas designated by the City Manager, where unassigned TNC Drivers may stage for,an Airport passenger pickup assignment coordinated:through the TNC.Mobile App. The TNC staging area shall include posted:regulations for use.of the area. T. °TNC Vehicle Trade Dress" or."Tra.de:Dress" means.distinctive signage or a- display on a Driver's vehicle that makes the: vehicle in question: readily identifiable, within, fifty- (50) feet in.daylight hours, as being -operated .by Permitted as a:TNC. Vehicle Trade Dress shall include but not be limited Jo symbols:and/or signs on vehicle doors, roofs,and/or grille which can:be readily ident ifable up to fifty(50)fee t in daylight hours.Trade Dress arid location must be filed with:the.City Manager. U. "Trip. Fee" means the City .approved fee charged to Permitted .for each Passenger Pickup and each Passenger Drop=off made by its Drivers; he Trip Fee is based upon,the fact that ail TNC Passenger Pickups and Drop-offs are: pre-arranged.:. V. "Waybill" means a digital memorial of prearranged transportation services in the possession of a TNC Driver.via Permittee's:Driver software that shows the name of a passenger to be transported and the pickup and drop-off location for that passenger's ride: Use Purpose-Defined The permit conferred via this Agreement authorizes Permitted's provision of TNC Services: A. Passenger Drop-offs shall .be made at the: .cu rbside vehicle ,:zones as designated by the City Manager. B::Passenger Pickups shall be made_at the location identified in City regulation A201.8-01.or such superseding regulation as may be adopted and approved by the City Council. 3:. Term of Permit: Upon recei t of all require documentation, this errnit shall become:effective onP. P qu P April 15,2019,and shall continue on a thirty(30)day, month=to=month basis, until revoked or:cancelled as hereinafter provided. The-term of this permit will not exceed one(1)year from date.of issue, April 30,.2020. TNC Operating Permit Agreement Page.4 of 20 . 3.8.18,Uber 4: Reporting Reouirements: A. Permittee shall provide:monthly reports, in:an Airport approved:format, that identify Driver activity at the Airport as such. Permittee shall submit a statement: of TNC Services based on Permittee's previous month's-activities, as permitted herein.:The statement shallinclude a calculation of the Trip Fees due to Airport. The monthly.report shall distinguish between pickups and drop-offs made.on.. . Airport Property, and shall include the. dates of each: Permittee transaction between.a Driver and passenger,.and the time;when the vehicle of;the Driver in question enters and exits Airport Property:;; B. Geo-fence: Prior to:commencement of operation.under.thiis:Permit, Permittee will establish an approved Geo-fence:Tracking Area,acceptable-to the City Manager,.and demonstrate to.the City that.Permittee,is cap'able:of tracking TNC Services in real time.Availabie real time:information shall.include: a. Driver name or unique identifier;:. b.. Vehicle license.plate:number; c. Time vehicle.enters and departs Airport Property; and d. Whether Driver is picking:up or dropping off a passenger. C. Upon request, Permittee shall provide to the Airport electronic records, supporting monthly reports_ required by:section A.A. hereof,: and .any other details to substantiate total activity at:the Airport. D.:All reports and other records to be.submitted pursuant;to this.section 4 shall be submitted electronically or mailed to the following address: Palm:Springs International Ai rport.3400 E.Tahquitz Canyon Way,Suite 1,. a m CA 92262. 5. Vehicle Requirements: A. TNC. Vehicles must. be. in .compliance. with all current: CPUC. rules)and regulations governing TNCs as well as Airport rules and regulations:, and all regulations issued by the City'Managerin relation to PSMC Chapter 16.37. B.:Approved TNC.Vehicle Trade Dress must be applied.A:ALL TIMES:while.. providing TNC Services:on Airport Property or;within the Geo-fence Tracking Area.: 6. Or)erating Requirements. A.::Each Driver's TNC Mobile App shall: be activated AT.ALL TIMES 'while:.: providing TNC Services on Airport:Property or within-the Geo-fence Tracking Area: TNC Operating Permit Agreement Page 5 of 20 3.8.18,Uber w. B. Upon request from Airport Operations Staff, law enforcement personnel,or any City employed or authorized traffic enforcement officer; .all..Drivers will immediately comply with:requests including:but not limited to.requests to see proof of insurance, license and registration, a prearranged Waybill, or confirmation that a.TNC Mobile_App is activated while bnAirport Property.:. C. Drivers'are prohibited:from_sharing a vehicle or:TNO Mobile App Driver ID with unauthorized drivers. D. City may prosecute any failure to_comply with any term or condition of;this Agreement, or any Airport rule or regulation, or any regulation issued by the City Manager in relation.to PSMC Chapter 16.37:: a. administratively, in accordance:with the relevant provision of PSMC Section 16.37.040;. b: _criminally, as a misdemeanor or infraction pursuant to P.SMG Section c. in civil court pursuant to PSMC Section 1.01:240, . . E. Prior to:commencement.of:operation under this Permit, Permittee shall provide Airport With.a-_photograph of. Permittee's Trade Dress along..with a written description of the location of designated Trade Dress on TNC vehicles.:Trade Dress and location must be:filed with the City Manager. a. 7., Consideration for Permit: As consideration for the operating permit conveyed via this Agreement, Permittee hereby agrees to: A.: Comply with:all'applicable federal., state and local legislative and regulatory requirements, and maintain:! good standing at:all.times during the term of this Agreement a TNC Permit issued by the CPUC . -: B. Comply with the terms of this Agreement, the terms of the Airport rules and. regulations and fee schedule, and any regulation.issued by the City Manager:: in relation to PSMC Chapter:16.37. C. Establish a City:Manager approved Geo=fence Tracking.Area as described in Section 4 of this Permit prior to:initiation of TNC Service.; D. Submit: to City, a monthly::fee calculated -by::multiplying the .number of Passenger Pickups and: Passenger Drop-offs b Permittee's-drivers takinggp.. g R-y. g place during a given calendar-month-by the Trip Fee. The Trip Fee shall be established by the City and listed in the Airport's fee schedule.The Trip Fee is set at three dollars($3.00)per Passenger Pickup and three dollars:($3.00) per Passenger Drop-off as of the date of.this Agreement's execution. Passenger Pickup and Drop-off fees maybe.amended from time to time by the City. TNC Operating Permit Agreement Page 6-of 20 3.8.18,Uber E: Acknowledge that each monthly fee calculated in accordance with Section 7.D:is due and payable to the City not Iater.than 5:00 p.m on the fifteenth(15th) calendar day of the following:month, e.g.,:the monthly fee for April is due at or before 5:00 p.m..:on May 15. There:.is no grace period for monthly fees hereunder: . F. Acknowledge that in:the event of a Geo-fence:Tracking Area,System failure exceeding.five .(5)..days; City-shall calculate Permittee's monthly,fee. based . upon the highest monthly number:of Passenger Pickups and Drop-offs-mad e during the twelve(12)months prior to the month.when any such system failure takes place. G: Promptly resolve Geo-fence Tracking-Area System failures. Failure to resolve failures.within twenty-four(24) hours-of discovery.by Permittee may result in-a:- suspension or termination of:the permit provided:per this Agreement.: H: Make all payments:in lawful money of the United States,free from a claims; demands,set-offs,or counter claims.of any kind against City. I. Acknowledge that late payments of any monthly:fee hereunder Will:cause City to incur:costs,not contemplated by this.Agreement,the exact-ahiount.of which will be extremely difficult to ascertain. Such costs include; but are not:limited to,administrative processing of delinquent notices,increased accounting costs, and:lost:interest income.: :. .: J.. Acknowledge that late payments,of monthly fees or of any other sum due to. City which:is.not-timely received,:but is.received by the.City at any time during::. the first month thereafter,.will be subject to.a late charge of one arid one-half percent (1_.5%)-of.the payment past due, plus-one.hundred-dollars ($100.00) . added to the:payment.The total sum of any past due monthly fee and the late charge .as described-in this:Section 7.J. shall. become immediately;due and payable to City at 5:01:p.m..on the twentieth.(20th)day of any month. K: Acknowledge that:an additional charge of one and,one-half percent (1.5%) of any.past due payment, excluding late charges thathave already accrued;shall be added for each.additional month, or portion thereof, when :a :past due payment remains.unpaid. L. Agree that:such.late charges under any provision of this section 7 represent:a.: fair and:reasonable*estimate of the costs that.City would incur_by reason of Permittee's late payment,and that acceptance of such late charges;and/or any portion of the overdue payment by City; shall in no event constitute a waiver of Permittee's default with respect to such overdue payment or.prevent.City from exercising any of the other rights and remedies.granted hereunder,.including the right to terminate the permit issued pursuant to this Agreement. M. Agree that Permittee shall notify TNC. Drivers that they are required to review and, at-all times follow the requirements under this Permit that apply to TNC TNC Operating Permit Agreement Page T of 20 3.8.18,Uber Services,as,well as to instances where a Driver has an active TNC Mobile App but fails-to have required.TNC.Vehicle Trade Dress, instances where a Driver has:an active TNC Mobile App but fails to.have a passenger match, instances where a Driver-allows an unauthorized:person to drive the Driver's vehicle while.: using Drivers TNC.Mobile App or Driver ID. N. Provide City, prior to issuance of the permit issued per this Agreement, with a true and correct copy of its current.CPUC Permit: O.:Certify that it has:met all CPUC.Requirements , including but not limited to: a. Every TNC Driver having a valid California Driver*License.and valid automobile insurance meeting the minimum requirements for the State of California{: b. .Completion of a.Department of Motor Vehicles record check and criminal history check of each TNC Driver, in compliance with State Law and/or CPUC Regulation as applicable; and c. Completion of all vehicle safety_inspections:in compliance with State Law and/or PUC Regulations as applicable.' 8. Books and Records,Audit: Permittee shall maintain.for'9 period of four(4)years, or in the event of claim by City, until such claim of City for payments hereunder-shall: have been fully:.:. ascertained, fixed and:,paid, separate:and accurate daily records of ALL:Driver activity.on:Airport Property,.and showing detail of all business done.or:transacted . in,. on., -about,. or. from. or pertaining..to Perrnittee's- operations at Airport, and: . Permittee shall enter all receipts arising from such business in regular books of account and-all entries in any such'records or books shall be made at or about the time :the. transactions respectively occur. In addition, Permittee shall maintain monthly and annual:reports of ALL driver activity on Airport Property, using a form: and method as is determined by City:Manager. Such forms and methods shall be employedby Permittee throughout the term of this Permit.Such books and'records rincipal place of business unless otherwiseshallbemaintained. at Permittee's p permitted by City in writing. Upon City's:written request; and no more than.once:a year, Permittee=shall make a.vailable at a mutually agreeable time and location,any:and all books,records and accounts pertaining to its.operations under this.Permit.The intent and purpose of the provisions of this section are that Permittee. :shall keep and maintain records which will enable City:to ascertain, determine and audit, if so desired by City,: clearly and accurately,:ALL driver activity on Airport Property:and that the form:and TNC Operating Permit Agreement Page:8 of 20. 3.8.18,Uber am method of Permittee's reporting will beadequate to provide:a control and test: check of all revenuesderived by Permittee Under this.Permit: Should any examination, inspection; and audit of Permittee's:books and records by:City disclose an:underpayment by Permittee in excess,of:five percent (5%) of. consideration due, whether in any monthly fee due:or otherwise, Pe:rmitfee shall promptly'pay City.the.amount of such.underpayment and shall reimburse.City.all costs incurred.in:the conduct of such:ezamination, inspection;"and audit. In t e event that::City deems it necessary to utilize the services of legal counsel in connection with collecting the--reimbursement for such examination, inspection, and audit, then Perrnittee shall reimburse City for reasonable attomey fees and: litigation.expenses-as part of the aforementioned costs:incurred. Not later than ninety.(90).days after the annual anniversary of the commencemen . .. of this Permit, when.required by City.Manager, Permittee shall furnish to.City a report,certified by Permitted to be true and correct,:of ALL Driver activity.on Airport Property:and the revenue derived by Permittee from its operations_ permitted hereunder. Said report shall not be made public exceptas required by aw. Permitted;shall furnish City with:such other,financial or statistical report as the City, from time to-time;:may reasonably:require. Permittee'sduty to assist City in: .. City's completion of any audit hereunder.shail survive=two (2) years beyond the termination date of this Agreement. 9: Other Charges and Fees: Permittee shall pay and:agrees to be ultimately responsible for all other:charges, penalties or fees related to TNC Services:: 10. lndemni A. To the fullest extent permitted by;law,:Permittee hereby agrees to indemnify; protect: defend, with counsel.and experts reasonably acceptable to.City, and hold:harmless the City,: together with each: and all of City's elected and appointed :officials, employees, agents, and volunteers (collectively, .. e Released Parties'); from. and against any-and all third party- claims; suits, demands; expenses, Aabiliities, losses; lawsuits and other proceedings, judgments, causes of action, liens; claims of liens, damages, penalties; litigation,defense or court costs,and.expenses, including.attorneys'and expert_ witnesses'fees and costs("Claims"),including:but not limited to personal injury TNC Operating Permit:Agreemen Page 9:of 20 3.8.18,Uber i to, or deaths of persons, or damage'to property proximately caused by;,or- arising,from,or relating to any negligent-act or omission by Permittee or any of Permittee's Drivers, or.by.a third party with Permittee's permission, (ii) any act or omission,by Permittee or any of Permittee's Drivers:that is a violation of an Cit ordinance;.an .Ai ort rule or regulation, or.an regulation issued bY.. Y Y rP. 9 Y 9. Y the City-Manager in relation to PSMC Chapter 16.37, or (N) any breach or default, by Permittee or any conduct.by a Driver; that is,inconsistent with.the. operating requirements, or performance of any obligation to be performed under the:terms of this Agreement, or (iv) any:act or negligence of:Permittee, or.any :Driver, arising from. or relating to: the provision,: possession, or consumption.of:alcoholic beverages:or drugs, except for any such Claims resulting primarily from City's gross negligence,,or willful misconduct.Permittee further 'agrees to waive all:rights of subrogation against the:City and its Released Parties:The provisions of this Section 10:A. do:not apply to (a) any: damage or loss caused solely: by;the negligence:of the.:City, or any. of its Released Parties; or (b).any:allegation related.to the City's authority to enter this Agreement or.City's enforcement of this Agreement. In the event Permittee .. fails to perform _as to its indemnity:obligations, whether independently or in cooperation with any Drivers, "Permittee-agrees to' be fully responsible according to the terms-of:this Section 10.A..The obligations: set forth in this Section 10.A..shalf survive the termination of this Agreement in perpetuity:and. shall be contingent.upon City's-compliance with paragraph (C) of this,Section: . 10_As'used in Section.10of this Agreement; the:term "Driver"only refers to a Driverwho is providing TNC Services:hereunder, or in-possession of a Waybill- related to TNC.Se*Nices. B. Permittee agrees that:its obligation to indemnify.City and its Released Parties applies at all times to'`TNC-Services"provided::on Airport rty.p .Pro a or:within thep. p. . .. Geo-fence Tracking Area. C. Each party hereto shall give to the other prompt and timely written notice of'any Claim:made or suit instituted coming to its knowledge which in any way,directly or indirectly, contingently or otherwise,:affects or might affect either,and shall - have the right to participate in the-defense of the same to the extent of its own interest: D. Permittee shall-have control over.the defense .and settlement of each such Claim; provided- that Permittee will: not select: legal counsel, settle or compromise any claim without Written consent of City, which consent shall not be .unreasonably withheld, conditioned or. delayed. In addition; City shall reasonably,cooperate in the defense:and settlement of a:claim. TNC Operating Permit=Agreement Page:1. of 20O 3.8.18,Uber 11.Insurance: A. Prior to the commencement of TNC Services hereunder, Permittee will provide City with proof.that:Permittee is.in.compliance with all insurance required fora . TNC.under state law, e.g., pursuant to:Assembly_Bill.2293:and any successor legislation that may be adopted during the term of this Agreement. B...If at any time Permittee fails to obtain or maintain,in force the insurance required: herein, City may..immediately terminate this Agreement and the permit conferred hereunder in an;exercise of City's;sole discretion. C. If an ' Claim ,is filed with Permittee or: if: any: lawsuit is i stituted.againstn y Permittee arising from or relating to TNC Services at:the Airport, Permittee shall give prompt and time) notice thereof to City._Notice-shall be deemed promptrntPy and.timely if given within ;thirty (30) days following the date when Permittee receives a Claim or.ten (10)days following the date of service of process o :a ; lawsuit to Permittee. 12.Multiple TNC Authoritv Drivers: Permittee acknowledges that some Drivers may provide services to more than one 1) permitted TNC, and. that:such drivers may have multiple TNC Mobile Apps active at one time. In light of this fact,.Permittee agrees that its responsibilities to := provide.insurance coverage and indemnify,as provided in:this.Permit apply.at:all: . times when"TNC Services":are-being provided on Airport Property.:For-purposes of Permittee's Insurance and Indemnification obligations; Permittee - specifically agrees.that the Waybill associated with;the last passenger drop off controls until a vehicle without a new.matched passenger has exited Airport Property. . . 13.Security Deposit: Permittee agrees that:upon execution'of ahis Permit, it will; at its own expense;.: deliver to City Manager a surety bond or.bonds in the.amount of five thousand_: dollars ($5,000.00) payable to City, naming °City:of Palm Springs/Palm Springs International Airport" as obligee and.issued by a surety company or companies. .. acceptable to City and in such form_as approved by City, which surety bond or bonds may:be renewed annually and shall be maintained in full force and effect during the:term of this Agreement at the expense of the Permittee,.to insure the faithful performance:by Permittee of all the-covenants,terms and conditions of this Permit, inclusive of but not,restricted to the payment of all considerations provided'. therein.. The surety company issuing said: bond or bonds shall give the City TNC Operating,Permit Agreement 1 of 2Pagel0 say b8U er Manager notice:in:writing, by registered:mail, at least sixty(60) days prior.to,an anniversa date of its intention.not to renew said bond or bonds. In: lieu of such sure bond or bonds Permittee ma deposit with i an: ...t . Irrevocable Letter of Credit, Treasury Bonds of the United States of America, Certificates of Deposit, Cash or a Certified Check; in a form acceptable to City, in the agreed amounts.as security for faithful.performance by Permittee as herein above provided. and.Permittee may :have the right to:reserve to itself interest payable onaaid United States-Bonds or Certificates of Deposit. j. I.f Permittee fails to pay a Monthly Permit Fee,other charge or penalty or otherwise'' defaults with respect to any provision of this Permit,.City may use,.apply orretain all or:any:portion of the.Security Deposit for the:payment of sums: due. If City a lies all or an portion of the Security:Deposit; Permittee; within ten 10 days::-P.P Y P. : . : Y after demand therefor,:shall deposit other security acceptable to City Manager-in. an amount'sufficient to restore he Security Deposit to the full amount.thereof. City reserves the right'to adjust the: amount of the Security:Deposit to reflect' changes in o erations or changes in Trip Fees established by City. Within thirty9Pg.Y 30)days_after notification of.any change in required.Security.Deposit.amount from City, Permittee.shall:submit to City any additional Security Deposit as may be required, . 14:Rictht of Access: During the:existence of the permit conferred by this Agreement, and:subject to Permittee's compliance with: all applicable .federal,:.state, and-local:-laws and regulations, and subject to the Airport's rules and regulations, and all regulations_ issued by the City Manager in relation to PSMC Chapter 16:37, Permittee; its . . -. Drivers,'agents, licensees,and:business invitees,shall possess the right of ingress to and egress'from:and about the Airport by authorized vehicles bearing valid:: Trade Dress arid:with an activated:TNC.Mobile App, as required by Permittee's. operations hereunder; provided:that such right shall:not be exercised,in a:manner and to such=extent as to impede or.interfere with the operation of.the Ai ort bPrPY. .. City, its lessees, or other TNCs who are permittees of City. 15.Waybills: Each Passenger.Pickup or Drop-off-on Airport Property-shall:be.documented.by a Waybill, The Waybill shall state the passenger's name, the number of_persons in TNC Operating Permit Agreement Page 42 of 20 3.8.18,Uber the party, the location of the pickup or drop-off, and the.time:of the scheduled pickup ordrop-off: : : : . Permittee's Drivers are required to immediately present the. mobile device that : contains the prearranged Waybill to:any Airport operations.staff; law enforcement: or traffic enforcement officer who:requests to inspect it. 16.Default by Permittee: Permittee.shall be in default under this Permit if:. A.:Permittee or its.Drivers fail to keep, perform or observe:any of the terms:set :: forth.in this Permit;'or.. .. B. Permittee shall fail duly:arid punctually to pay the fees or to make any other payment required hereunder;when due to City; or C.:The interest of.Permittee under thin Permit shall be:transferred, without the approval:of the City, by reason of death,'.operation of law, assignment, sublease; or otherwise,:to any person,firm,:or corporation; or,: , D.: Permittee shall voluntarily abandon, :desert, or fail to use its rights hereunder;: or sp E. Permittee shall use or give-its permission:to any person to use:any portion of Airport, used by Permittee under this_Permit,for any illegal.purpose. 17.City-Remedies: If Permittee or its:Drivers default on:any of the covenants, :terms and conditions herein contained, City may elect:to: A. Allow the permit conferred:by this Agreement to continue in full force and effect and to enforce all:of the City's rights and remedies hereunder,including,without limitation, the right to collect fees as they, become due together with late : . charges as provided above in Section 7; - B.::Terminate the permit conferred by this Agreement as herein provided without prejudice to anyother remedy or right of action for arrearages of fees; C. Direct that defaulting. Driver's authority to operate under this Permit and on Airport Property be cancelled. Upon such termination. by City all -rights, powers, and privileges,of Permittee hereunder shall cease and Permittee shall have no claim of any kind whatsoever against City, or any.members thereof or their employees or agents by reason of such termination orby reason of any:act by.City incidental or related thereto. In event of the exercise by:City of such option to terminate, Permittee:=shall have no TNC Operating Permit:Agreement Page 13 of 20 3.8.18,Uber right to or,claim:upon::any improvements'or the value.thereof; which may have been previously'iinstalled by Permittee in or on the.Airport's premises.-..: - aa City will not have deemed to have terminated this Permit in the.absence of service'. of written notice upon Permittee to that effect. Revocation or termination of this Permit:maybe appealed.to-the-Administrative. . Appeals Board. pursuant to PSMC =Chapter 2.50. .:P.ermittee's appeal: shall specifically:state the grounds upon which the appeal.is based. The exercise by Cityof:any remedy:provided in this Permit shall be cumulative and shall in noway affect'any other remedy available.to City under'law.or.equity: 18.MonetaryDamages::: In the.event City elects to.terminate the permit'conferred by this. Agreement, Permittee shall.pay to.the City-an amount equal to the sum of:.. A: All amounts owing:at the time of termination on account of breach of any term, covenant or condition of this Agreement;including but not limited to unpaid fees plus interest thereon:on all such amounts from.the date due: until;paid at the rate of one and:one=half percent.(1:5%0) per month plus::one hundred dollars.;: 100.00); : .:. . B. Any-other amount to compensate City fully for all detriment.approximately caused by Permittee's failure to perform its obligations hereunder or which-in -. the ordinary course would likely result therefrom. . 19.No Waiver of Subsequent Breaches or Defaults:: The-failure of City of any time to insist upon a strict:performance.of any of the: terms,- -conditions, and .covenants herein shall not:be deemed:a:waiver of any subsequent breach.or. efault in the terms,,conditions, and covenants herein. 20.Prohibition Against Advertising:: No advertising or solicitation of "TNC :Services" shall occuron Airport Property: except with the written approvals of the City Manager. - No advertising'or solicitation, including the posting of room.rates or transportation fares, shall be allowed on any of: Permittee's or: Driver's vehicles, :unless: TNC Operating.Permit Agreement Page 14 of:20 _ 3.8.18;Uber specifically approved n writing by City Mariager;except that a vehicle may display Permittee's authorized TNC Trade Dress. 21.Pr6hibited Conduct::=; The following activities are,prohibited while operating under the permit conferred by this'Agreement: ..: . A.: Violating any.term.or obligation found herein. B. Picking up or discharging passengers or their baggage at the terminal in areas other than those designated for such purpose C.: Leaving the vehicle unattended; . D. Failing.to give,' 'Upon.a..passenger's request, the driver's correct name; the name of:the Permittee., :or the Driver's TNC identification number or vehicle number, if any; E. Failing to immediately comply with a request by Airport staff, law enforcement,. or a. traffic enforcement: officer to see proof: of insurance,..license and registration, prearranged Waybill., or confirmation. that TNC.Mobile App is activated while on Airport Property: F. Littering:on Airport; G. Providing false information: to authorized Airport Operations staff, a law enforcement,.or:traffic enforcement officer; H. Operating :on Airport Property.:without an activated: TNC Mobile App: or.:- approved TNC Trade Dress. I. 1. Waiting for a passenger match while on Airport Property_:in any location apart .- from the Staging Area, for example, ,Airport parking'lots,:parking structures; roadways, cell phone lots,_or.:commercial hold dots. J. Solicitation of passengers on.Airport Property without a prearranged:Waybill; K. The possession:of any alcoholic beverage, or any illegal or dangerous drug or: narcotic,while operating a vehicle on Airport Property or while.the.TNC Mobile App is on; L.: Use or being under the influence of any aicoholic'beverage; or any drug, while operating a vehicle on Airport Property.or while the:TNC.Mobile App is on; . .: M. Failing:to operate a vehicle in a safe manner:as required by the California Vehicle Code; N. Failing to comply with posted speed limits and traffic control signs; O: Use of:profane or vulgar language directed to or at passengers,public,TNC or commercial drivers,Airport tenants,or Airport:staff; P: Any attempt to;bypass the TNC Mobile App and solicit cash payment for::a Passenger Pickup or Passenger Drop off, TNC Operating.Perrn it Agreement Page 15 of20 3.8.18,Uher Q, Any solicitation':for :or on behalf,of any hotel, motel, :club, nightclub, or: restaurant; R. Any.solicitation of any activity: prohibited by:the. Penal Code .of the_State of S. Operating a vehicle: ich.is not in"a safe.mechanical condition or which lac California; P 9 mandatory safety equipment as defined in the California Vehicle Code;: T::.Disconnecting any,pollution control equipment, lJ: :Engaging in any conduct or activity.intended to or apparently intended to ask,: implore:or:persuade a passenger to alter a previously chosen mode:of ground transportation or specific ground transportation operator,_ex cept:as:otherwise Provided by contractor permit with.the Airport; V. Cruising.: A TNC or ground.:transportation vehicle will be considered to be: cruising.if:the vehicle:or" driver in question :is unnecessarily cycling through Airport or terminal:roadways without a passenger, or proceeding along indirect. paths; or. W. Violating any provision-of PSMC Chapter 1:6.37. 22.Compliance with Rules and Regulations:: Permittee and its Drivers:shall abide by and:conform to all laws, govemmenta orders, and rules..and: regulations, including any future' amendments thereto; controlling or in any:manner,affecting the--use or occupancy of.Airport Property: Permittee :and its Drivers shall abide by and conform to all Airport rules and regulations, operational notices or bulletins now and hereafter in force and effect. . 23.Changes to R U C Decision Redulation or Law: Permittee understands and agrees:thatthe CPUC may modify its decision from time to time and/or a local state or federal statute,or.regulations maybe enacted that affectahe requirements for TNC operation in the_State of California. Subject to the defined:term "TNC Services"and the insurance provisions found.1h this Permit',:the terms of this Permit shall be modified to be consistent with all such decision modifications and/or local, state and:fedetal regulations and statutes and all:such Permit modifications shall be self-executing. 24.CPUC Complaints. Permittee shall make.information available to passengers in its TNC Mobile,App as to how passengers may complain about any aspect of TNC Services to the CPUC: TNC Operating Permit Agreement Page 16 of 20 3.8.18,Uber 25.Non-assignability: Theh permit conferred by this Agreement is not assignable;in whole or in part. .. .--: - 26.Revocable Permit: The permit conferred by this Agreement:is:revocable at any time, with or wit out: cause, in the absolute.discretion of.the City Manager.:Such revocation shall be accomplished by giving twenty four(24)hours' prior written notice to the Permittee. Should Permittee, at-anytime fail to provide or maintain the insurance or faithful. performance bond_required under this:Permit, and then the City Manager may,:by twenty four.(24) hours' prior written notice, revoke_the permif conferred by this Agreement.:Permittee may terminate this Permit:by giving thirty:(30) days' prior written notice to-the=City Manager. This Permit may be cancelled by the mutual: written consent of the:parties.at any time without the aforesaid written_notice. 27.-Section Headings: 6.1 The section headings contained;herein are for convenience in reference:and are not intended-to.define or limit the scope of any provision of this Permit: q. 28:Severability:: In the event any term, covenant,or condition herein contained is held to be.invalid .. by any court of competent jurisdiction, such invalidity shall not affect any other valid term, covenant, or condition herein contained. 29 Fees: Current fees applicable to Permittee's TNC Services are as follows: Annual Companypy Fee 279:00 Pickup Fee: 3.00 Drop-off Fee 3.00. Fees charged to TNCs operating at the'Airport, and.adjustments.to same; reflect . . _ capitai:irriprovement and staff ezpenditures:arising from and related o safe and efficient operation. of commercial . transportation activities, and the. City's. commitment .to allow accommodation: of passenger, demand. Permittee q. acknowledges that there may be future changes,in.fees directed.at City.recovery costs:associated with these_expenditures. Commercial vehicle.fees,.including TNC Operating.Permit Agreement Page 17'of 20 .. 3.8.18,Uber TNC fees,will be:charged as established by the City and listed in the Airport's fee schedule:..: . . 30.Covehant against Discrimination. In connection with its performance under this Agreement; Permittee: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'): Permittee shall: ensure that applicants_are employed;.and:that employees are.treated during their employment, without regard.to:any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement,and in executing his:Agreement; Permittee certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any:Permittee 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 Permittee is in full compliance with,.the provisions of PSMC Section7.09.040,-including Without limitation the.provision of benefits, . relating to non.discrimination in city contracting. 31.Corporate Authority. Each of the undersigned represents and warrants that(i)the party for which he or: she is:ezecuting this Agreement is duly authorized .and existing, (ii) he:or she is duly authorized to execute and deliver-this Agreement on behalf of'the'party for which he or she,is igning, (iii)by to executing this Agreement,the party for which.: he or she is:signing is formally:bound to the provisions of this Agreement; and (iv) the entering into this.Agreement .does.not violate any provision of any. other. Agreement to which the party for whichhe or she is signing is bound. 32.Notices. Any notice,.demand,:request, consent,.or approval that either party desires or is requested to give to the:other party pursuant to this:Agreement shall be:in writing and either served .personally; or.sent by certified-mail, postage prepaid. Such matters shall be addressed to the other party at the following addresses: TNC Operating.PermitAgreement Page U of 20 3.8.18,Uber When to the City: When to the Permittee: City of Palm:Springs Uber Technologies, Inc.. Attn: City Manager . . . Attn: David.Williams :. 3200 E.Tahquitz Canyon Way Palm Springs, CA 92262: .... Notices may also. be :transmitted -to any:other addresses as either party may designatato he other by fifteen-(15)days prior written notice. Notice shall be deemed effective upon-receipt and shall.be deemed received upon. delivery if personally delivered,.or received forty-eight(48)hours following deposit in the mail, if sent by mail. : 33Assurances required by the Federal Aviation Administration.:. Permittee shall,.at all times during the life of the permit.conferred in this Agreement, comply with the provisions of the 'Airport Sponsor; Assurances" and .any subsequent-revisions; updates; or amendments thereto. The-provisions of these assurances.:may change during the term of this.Agreement, and those changes will be incorporated in this Agreement without the necessity of a formal.' amendment. City is not responsible for notifying Permittee.of:any changes:to the::. assurances. Permittee is required to contact the Federal Aviation Administration for-any updates or revisions.The assurances are available as:a-PDF document on. lime at the followingURL: hftps://www.faa.gov/6irborts/aip/grant assurances/media/aimort-sponsor-- assurances-aip.pdf IN WITNESS.WHEREOF,the Parties-have executed this Agreement as of the dates stated below:: TNC Operating Permit Agreement Page 19 of 20 3.8.18,Uber ps cry . City of Palm Springs Date: . : : . By:.: David H. Ready; Esq., .D.- City Manager APPROVED AS TO FORM: ATTEST By:By:vti.. .. nthony J. ejia, City Attorney City Clerk APPROVM FV,r,"` *v PERMITTEE" AV TNC Operator" Uber Technologies, Inc. Date:: :April 15, 2019:. 1455:Market Street, 4th Floor San_Francisco, CA; 94103 , Address - By: To 9mMauire Its: (title)..Director, Head of West US- Rides. By; :. .: Its: (title) TNC Operating permit Agreement Page 20 of 20 . 3.8.18,Uber i Contract Company Name: Company Contact: Summary of Service Contract Price: Funding Source I Contract Term: Contract Administration Lead Department: I Contract Administrator: CONTRACT ABSTRACT Uber Technologies Inc. Niraj Patel, Director Central Operations Extension of TNC operating permit Operating Permit revenue to Airport April 30, 2021 - April 30, 2022 Aviation Ulises AguirreNictoria Carpenter Contract Approvals Council/ Community Redevelopment Agency Approval Date: Minute Order/ Resolution Number: Agreement No: A7253 Contract Compliance Exhibits: No Signatures: Yes Insurance: Yes Bons: No Submitted on: 4/26/2021 By: Suzanne M. Seymour Questions or to report a claim, please visit: http:/A.uber.com/claims Aon Risk Insurances Services West, Inc. clo Progressive PO BOX 94739 CLEVELAND.OH 44101 Certificate of Insurance Certificate Holder The City of Palm Springs its officials, employees and agents, Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite 1 Palm Springs, CA 92262 C MA/EWaL Policy number: 01230478-1 Underwritten by: Blue Hill Specialty Insurance Company Inc. Process Date: March 01, 2021 Page 1 of 1 Insured Broker Uber Technologies, Inc. and its subsidiaries Aon Risk Insurance Services West, Inc. Rasier, LLC San Francisco CA Office Rasier-DC, LLC 425 Market Street Suite 2800 Rasier-PA, LLC San Francisco, CA 94105 USA 1515 3rd Street San Francisco, CA 94158 This document certifies that insurance policies identified below have been issued by the designated insurer to the insured named above for the period(s) indicated. This Certificate is issued for information purposes only. It confers no rights upon the certificate holder and does not change, alter, modify, or extend the coverages afforded by the policies listed below. The coverages afforded by the policies listed below are subject to all the terms, exclusions, limitations, endorsements, and conditions of these policies. Policy Effective Date: March 01, 2021 Insurance coverage(s) Liability To Others Bodily Injury and Property Damage Liability Uninsured/Underinsured Bodily Injury Policy Expiration Date: September 01, 2021 Limits Deductible 1,000,000 combined single limit 15,000 each person/$30,000 each accident Limits are increased to $1,000,000 each accident only while a passenger is on -board or the vehicle is on the premises of a public airport Description of Operadons/LocationNehicles/Special Items A "TNC driver" is an individual that is operating a motor vehicle in connection with the named insured's "covered TNC operations" and has recorded acceptance in the "ride -share application" of a request to provide "covered TNC operations," and is either traveling to the pick-up location or traveling from the pick-up location to the drop-off location. If a policy described above is cancelled mid-term, notice will be delivered in accordance with that policy's provisions. Form 5241TNC P23(05/17) PROGRESSIVE PO BOX 94739 CLEVELAND, OH 44101 Named insured Uber Technologies, Inc. and its subsidiaries Rasier, LLC Rasier-DC, LLC Rasier-PA, LLC 1515 3rd Street San Francisco, CA 94158 Fl/+1 rIiJ,iMW C"MEi1m Policy number: 01230478-1 Underwritten by: Blue Hill Specialty Insurance Company Inc. March 01, 2021 Policy Period: Mar 01, 2021 - Sep 01, 2021 Page 1 of 1 Additional insured primary and noncontributory endorsement Name of person(s) or organization(s) The City of Palm Springs, its officials, employees and agents, Palm Springs International Airport A person or organization named above is an additional insured with respect to such liability coverage as is afforded by the policy, but this insurance applies to said additional insured only as a person or organization liable for the conduct of another insured and then only to the extent of that liability or the Limit of Liability shown on this endorsement, whichever is less. Liability To Others Bodily Injury and Property Damage Liability $1,000,000 combined single limit This insurance is primary to and will not seek contribution from any other insurance available to the additional insured(s) shown above provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. The additional insured has agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms, limits and provisions of this policy remain unchanged. This endorsement applies to Policy Number: 01230478-1 Issued to (Name of Insured): Uber Technologies, Inc. and its subsidiaries Rasier, LLC Rasier-DC, LLC Rasier-PA, LLC Effective date of Endorsement: March 01, 2021 Policy Expiration date: September 01, 2021 Form Z904PN (01/18) PROGRESSIVE PO BOX 94739 CLEVELAND, OH 44101 Named insured Uber Technologies, Inc. and its subsidiaries Rasier, LLC Rasier-DC, LLC Rasier-PA, LLC 1515 3rd Street San Francisco, CA 94158 LSO WRCIAL Policy number: 01230478-1 Underwritten by: Blue Hill Specialty Insurance Company Inc. March 01, 2021 Policy Period: Mar 01, 2021 - Sep 01, 2021 Page 1 of 1 Cancellation and Nonrenewal Notice to Third Parties This endorsement modifies insurance provided by the Transportation Network Company Commercial Auto policy. If we cancel or nonrenew this policy or if we reduce any coverage under this policy, we will send written notice to the following persons, entities or organizations: The City of Palm Springs, its officials, employees and agents, Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite 1 Palm Springs, CA 92262 The prior written notice of cancellation or nonrenewal will be mailed in accordance with the General Provisions of this policy. The prior written notice of a coverage reduction will be mailed no less than thirty (30) days before the effective date of the coverage change. ALL OTHER TERMS, LIMITS, CONDITIONS AND PROVISIONS OF THIS POLICY REMAIN UNCHANGED. Form Z903TNC (05/17) DocuSign Envelope ID: 23E55F33-422A-420B-A58E-8A3108C7B930 ppLM O City of Palm Springs V to 3200 E. Tahquitz Canyon Way • Palm Springs, California 92262 Tel: (760) 323-8299 • Fax: (760) 323-8207 • Web: www.palmspringsca.gov cq f0RN P March 23, 2021 Uber Technologies, Inc. Attn: Chris Konzen 1455 Market St. Floor 4 San Francisco, CA 94103 RE: EXTENSION OF TERM OF TRANSPORTATION NETWORK COMPANY OPERATING PERMIT AGREEMENT PALM SPRINGS INTERNATIONAL AIRPORT CITY OF PALM SPRINGS Dear Mr. Konzen, On April 15, 2020, the City of Palm Springs, a California charter city and municipal corporation City") and Uber Technologies, Inc., a Delaware Corporation ("Permittee") entered into an agreement entitled "Transportation Network Company Operating Permit Agreement Palm Springs International Airport City of Palm Springs." ("Agreement") The Agreement allowed Permittee the nonexclusive right to provide ground transportation services on Airport property subject to the terms of the Agreement. Pursuant to Section 3, the term of the permit expires April 30, 2021. The City would like to amend the Agreement to extend the term to April 30, 2022. Section 3 "Term of Permit" shall read as follows: 3. Term of Permit: Upon receipt of all required documentation, this permit shall become effective on April 15th 2020, and shall continue on a thirty (30) day, month -to -month basis, until revoked or cancelled as hereinafter provided. The term of this permit will not exceed two (2) years, April 30, 2022." All other terms and conditions of the Agreement shall continue in full force and effect, and be binding upon the Parties to this Letter throughout its term. By signing this letter, Permittee acknowledges full understanding and agrees with the terms contained in this letter. Along with the signed letter, please submit any updated insurance documents and endorsements which may be expired and required by the original agreement. If you have any questions, please contact Victoria Carpenter, Airport Administration Manager at (760) 318 3808. Post Office Box 2743 • Palm Springs, California 92263-2743 DocuSign Envelope ID: 23E55F33-422A-420B-A58E-8A3108C7B930 ACCEPTED AND AGREED TO: Dated: QSJ APPROVED AS TO FORM: By. City A ney April 15, 2021 Dated: CITY OF PALM SPRINGS, i9 53 By: City Manager ATTEST PERMITTEE UBER TECHNOLOGIES, INC. Mr, Pall,(, By: Name: Ni raj Patel Title: Director, Central Operations Post Off ice Box 2743 • Palm Springs, California 92263.2743