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A9092 - ALCLEAR, LLC DBA CLEAR
City Clerk Form Updated 7/21/2021 CONTRACT ABSTRACT Contract prepared by: ____________________________________________________ Submitted on: __________________ By: __________________________________ Note: _________________________________________________________________ Contract Compliance Exhibits: Yes No Signatures: Yes No Insurance: Yes No Bonds: Yes No Contract Approvals Council/ Community Redevelopment Agency Approval Date: __________________________ Agenda Item No./ Resolution No.: _______________________________________________ Agreement No: _____________________________________________________________ Contract Administration Lead Department: ___________________________________________________________ Contract Administrator: _______________________________________________________ Contract Company Name: __________________________________________________________ Company Contact: _________________________________________________________ Summary of Services: ______________________________________________________ Contract Price: ____________________________________________________________ Funding Source: ___________________________________________________________ Contract Term: ____________________________________________________________ Munis Contract Number: _____________________________________________________ Alclear, LLC dba CLEAR Jason Dufault Non-Exclusive Operating and Lease Agreement $1,189.33/Monthly Revenue April 1, 2022 - March 31, 2023 Customer No. 1846 Aviation Harry Barrett Jr./Victoria Carpenter 4/07/22 1C A9092 Nadia Seery 4/13/22 Christina Brown 4 4 4 4 DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 1 Alclear, LLC dba CLEAR NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT No. A9092 FOR TERMINAL USE SPACE AT PALM SPRINGS INTERNATIONAL AIRPORT THIS LEASE (“Lease”) is made and entered into this 1st day of April, 2022, by and between the CITY OF PALM SPRINGS, a charter city and municipal corporation (“Lessor”), and Alclear, LLC dba CLEAR, a Delaware Corporation (“Lessee”) registered in the State of California. City and Lessee may herein be referred to individually as a “Party” and collectively as “Parties.” R E C I T A L S: A. Lessee desires to 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 screening for passengers who are registered for Lessee’s membership service. B. City believes that the travelers using the City’s airport terminal would benefit from these related services. NOW THEREFORE, City and Lessee mutually agree as follows: AGREEMENT 1.0 LEASE SUMMARY. Certain fundamental lease provisions are presented in this Section and represent the agreement of the parties, subject to further definition and elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any conflict between any fundamental lease provision and the balance of this Lease, the latter shall control. References to specific Sections are for convenience only and designate some of the Sections where references to the particular fundamental lease provisions may appear. 1.1 Demised Premises. The “Demised Premises” shall refer to that certain property consisting of 120 square feet of terminal space which will be occupied by screening pods and located in the Palm Springs International Airport terminal building and more particularly described in Exhibit “A” attached hereto, and 200 square feet of office space in the terminal building more particularly described in Exhibit “B” attached hereto. 1.2 Lease Term. The term of this lease shall commence on April 01, 2022, and shall terminate on March 31, 2023. Subject, however, to earlier termination DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 2 by Lessee or the City with thirty (30) days advance written notice, or as otherwise provided in this Lease. 1.3 Extension Option. Lessee may have the right to renew the Lease for two one-year terms which may be exercised by providing written intent to Lessor no less than thirty (30) days prior to the expiration of the Lease term or renewal period. The rental payments for any extension shall be calculated as indicated in Section 1.4. 1.4 Lease Rental Payments. Rental payment is due on the first day of each month of the agreement in the amount of $446.00 for terminal lobby space (120 square feet) and $743.33 for terminal office space (200 square feet) for a total monthly rent of $1,189.33. The monthly rent shall be adjusted on April 1st of each year in an amount equal to the increase in the consumer price index for All -Urban Consumers (CPI-U) in Riverside County, CA, for the month of January preceding the adjustment date as compared to the preceding base index. In the event the CPI-U is not published for Riverside County for the applicable timeframe, the lower of the CPI for either the Los Angeles or San Diego areas may be used. City shall send written notice of the applicable rent increase of each successive year along with documentation evidencing the calculation to arrive at that figure. In addition, Lessee agrees to remit to Lessor a $0.75 fee for each Unique Member Verification performed in a particular month as measured by Lessor’s automat ed data warehouse. This term shall not include duplicate transactions, Lessor’s employee verifications, verifications made for testing or quality control purposes , or demonstration verifications. Within fifteen (15) days after the end of each calendar mo nth of the term hereof, commencing with the fifteenth (15th) day of the month following the Commencement Date, and ending with the fifteenth (15 th) 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 shall accompany each such statement with a payment to Lesso r. 1.5 Security Deposit. N/A 1.6 Use of Premises. Lessee shall use and occupy the Premises for the purpose of providing a Registered Travel Program offering expedited security screening for passengers who are registered for Lessee’s membership service. 1.7 Rental Remittance Address: Rent payments shall be made out to the City of Palm Springs and mailed to: Accounts Receivable City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 3 Unique Member Verification (UMFV) monthly reports and payments made out to the City of Palm Springs or Palm Springs International Airport shall be mailed to: Accounts Receivable Palm Springs International Airport 3400 E. Tahquitz Canyon Way – Suite 1 Palm Springs, CA 92262 2.0 TERM. 2.1 Term. The term of this Lease shall commen ce on the date specified in Section 1.3 (“Commencement Date”) and shall continue for the period specified therein unless earlier terminated as provided herein. 2.2 Reserved. 2.3 Time. Time is of the essence for this Lease. 2.4 Force Majeure. If either party shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause without fault and beyond th e control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided such party provides the other party written notice of such event within ten (10) days of the commencement of the prompt payment of any rental or other charge required of Lessee hereunder except as may be expressly provided elsewhere in this Lease. 2.5 Termination by Lessor. Lessor shall have the right to terminate this Lease by providing Lessee with at least thirty (30) days advance written notice. If Lessor terminates this Lease as provided in this Section, Lessee hereby waives any right to receive any other compensation from Lessor, including, but not limited to, the value of Lessee’s leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Lessor shall have no obligation to pay Lessee therefor. 2.6 Holding Over. Any holding over with the consent of Lessor, express or implied, shall be construed to be a tenancy from month-to-month, cancelable upon thirty (30) days’ written notice, and at a monthly rental equal to one hundred and fifty percent (150%) of the monthly rental in effect at the expiration of the contract services agreement. 2.7 Termination by Lessee. Lessee shall have the right to terminate this Lease by providing Lessor with at least thirty (30) days advance written notice. If Lessee terminates this Lease as provided in this Section, Lessee hereby waives any DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 4 right to receive any other compensation from Lessor, including, but not limited to, the unamortized value of Lessee’s leasehold improvements, Lessee’s leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Lessor shall have no obligation to pay Lessee therefor. 3.0 RENTAL. 3.1 Monthly Rental. Lessee shall pay to Lessor, during the term of this Lease from and after the Commencement Date, as monthly rental (“Monthly Rental”) for the Premises the sum specified in Section 1.4 hereof, which sum shall be paid in advance on the first day of each calendar month. In the event the Commencement Date does not occur on the first day of a cale ndar month, the Lessee shall pay the rental for the fractional month on the Commencement Date on a per diem bas is, calculated on a thirty (30) day month. All rental to be paid by Lessee to Lessor shall be in lawful money of the United States of America an d shall be paid without deduction or offset, prior notice or demand, at the address designated in Section 1.7 hereof. 3.3 Additional Rental. For the purposes of this Lease, all monetary obligations of Lessee under this Lease, including but not limited to, insurance premiums, property taxes, maintenance expenses, late charges and utility costs shall be deemed to be additional rental. 3.4 Real Property Taxes. Lessee shall pay, at the election of Lessor, either directly to the taxing authority or to Lessor, annual real estate taxes and assessments levied upon the Premises (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes. Su ch amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if Lessor receives the tax bill, ten (10) days after receipt of a copy of the tax bill from Lessor, whichever is later. Even though the term of this Lease has expired and Lessee has vacated the Premises, when the final determination is made of Lessee’s share of such taxes and assessments, Lessee shall immediately pay to Lessor the amount of any additional sum owed. 3.5 Personal Property Taxes. Lessee shall pay, prior to delinquency all taxes assessed against and levied upon fixtures, furnishings, equipment and all other personal property of Lessee contained in the Premises, and when possible Lessee shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of Lessor. 3.6 Utilities. All cost of water, gas, heat, electricity, and sewer services used in, upon, or about the Premises of the Terminal described in Exhibit B shall be paid by the City. Lessee shall pay all telephone, internet, cable television, satellite, broadband and other telecommunications services. At no time shall the City be responsible for waste management or removal of waste. 3.7 Late Payment. Lessee hereby acknowledges that late payment by Lessee to Lessor of rental or other sums due hereunder will cause Lessor to incur costs DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 5 not contemplated by this Lease. Such costs include, but are not limited to, processing and accounting charges. Accordingly, any payment of any sum to be paid by Lessee not paid within ten (10) days of its due date, shall be subject to a five percent (5%) late charge. Lessor and Lessee agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Lessor for its loss suffered by such late payment by Lessee. Sixty (60) days before the anniversary date each year the City shall notify the Lessee of any outstanding delinquency, which must be cured prior to the anniversary date or the City may exercise its right of termination under section 2.5 and terminate the lease. 3.8 Interest. Until and unless Lessor commences an action to recover moneys owed, any sum to be paid pursuant to the terms of this Lease not paid when due shall bear interest from and after the due date until paid at a rate equal to three percent (3%) over the reference rate being charged by Bank of Ame rica, N.A. from time to time during such period, so long as the rate does not exceed the maximum non - usurious rate permitted by law in which case interest shall be at the maximum non - usurious rate allowed by law at the time the sum became due. If Lessor commences an action to recover moneys owed than any sum to be paid pursuant to the terms of this Lease not paid when due shall bear interest rate equal to ten percent (10%). 4.0 USE OF THE PREMISES. 4.1 Permitted Use. The Lessor hereby leases to Lessee and Lessee leases from Lessor the Premises with appurtenances as defined herein, for the purpose of conducting thereon only the use specified in Section 1.6 of this Lease and for no other use. No signs posters or similar devices shall be erected, displayed, or maintained by the Lessee in view of the general public without advance written notice of the Airport Executive Director. 4.2 Prohibited Use. The operations of the Lessee shall be conducted in an orderly and proper manner and so as not to annoy, disturb, or be of fensive to others at the Airport, in any way obstruct or interfere with the rights of other tenants or occupants. 4.3 Compliance with Laws. Lessee shall, at his own cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the use of the Premises, and shall faithfully observe in said use all municipal ordinances, including, but not limited to, the General Plan and zoning ordinances, state and federal statutes, or other governmental regulations now in force or which shall hereinafter be in force. Lessee’s violation of law shall constitute an incurable default under this Lease. The judgment of any court of competent jurisdiction, or the admission of Lessee in any action or proceeding against Lessee, whether Lessor is a party or not, that Lessee has violated any such order or statute in said use, shall be conclusive of that fact as between the Lessor and Lessee. Lessee shall not engage in any activity on or about the Premises that violates any Environmental Law, and shall promptly, at Lessees sole cost and expense, take all DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 6 investigatory and/or remedial action required or ordered by any governmental agency or Environmental Law for clean-up and removal of any contamination involving any Hazardous Material created or caused directly or indirectly by Lessee. The term “Environmental Law” shall mean any federal, state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environmental conditions on, under or about the Demised Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.; (v) California Health and Safety Code Section 25359.7; (vi) California Health and Safety Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.; (viii) California Water Code Section 1300 et seq.; and (ix) C alifornia Civil Code Section 3479 et seq., as such laws are amended and the regulations and administrative codes applicable thereto. The term “Hazardous Material” includes, without limitation, any material or substance which is (i) defined or listed as a “hazardous waste”, “extremely hazardous waste”, “restrictive hazardous waste” or “hazardous substance” or considered a waste, condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties to construe the terms “Hazardous Materials” and “Environmental Laws” in their broadest sense. Lessee shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq. Lessee shall provide prompt written notice to Lessor of the existence of Hazardous Substances on the premises and all notices of violation of the Environmental Laws received by Lessee. 4.4 Operations for the benefit of Public. Lessee agrees to operate the Demised Premises for the use and benefit of the Public, to make available all Lessee facilities to the public, without discrimination on the grounds of sex, race, color, or national origin. Nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act of 1958, as amended. 4.5 Public Facilities, Ingress, Egress and Quiet Enjoyment. City agrees that Lessee, upon payment of the rental hereunder and performing the covenants of the Lease, may quietly have, hold and enjoy the Demised Premises during the t erm of the Lease, and that Lessee shall have the non-exclusive right to use, in common with others, the public at the Airport and Lessee shall have a reasonable right of ingress and egress from the Demised Premises and the public facilities for its employees, visitors and customers. 4.6 Hours of Business. Subject to the provisions of Section 7.0 hereof, Lessee shall continuously during the entire term hereof conduct and carry on Lessee’s business in the Premises. Lessee shall keep the Premises open for business and cause Lessee’s business to be conducted therein at least sixty minutes (60) minutes prior to DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 7 the first scheduled departure and remain open until the last scheduled departure, seven days a week, 365 days a year, with no closures for any holiday or weekend, subject to any required closures as a result of the occurrence of any condition described at Section 2.4. 4.7 Rules and Regulations. Lessee shall faithfully observe and comply with the rules and regulations that Lessor shall from time to time promulgate and/or modify. Lessee shall observe and comply with the rules and regulations governing the Airport contained in the City of Palm Springs Municipal Code - Title 16, which can be found at: https://library.qcode.us/lib/palm_springs_ca/pub/municipal_code/item/title_16 . Lessee shall faithfully observe and comply with the security responsibilities and regulations set forth by the Federal Aviation Administration, Transportation Security Administration and abide by the Airport Security Program – Appendix 12 “CLEAR Security Responsibilities” which can be found at: https://palmspringsairport.com/wp- content/uploads/2022/03/PSP-Airport-Security-Program_3-8-22-encrypted-1.pdf. Any amendment or modification of the Rules and Regulations shall be binding upon the Lessee upon delivery of a copy of such amendment or modification to Lessee. Lessor shall not be responsible to Lessee for the nonperformance of any said rules and regulations by any other Lessees or occupants. The Rules and Regulations shall apply and be enforced as to all Lessees in the Premises on a uniform basis. 5.0 INITIAL CONSTRUCTION BY LESSEE - ALTERATIONS AND REPAIRS. 5.1 Initial Construction by Lessee. Lessee shall cause to be designed, constructed, and installed within the Lease Area, at no cost to City, appropriate improvements to adequately accommodate those services and uses described at Section 1.6 herein. Lessee agrees to build additional office space along the easterly portion of the ticket hall as further depicted in Exhibit “B”. All improvements constructed by Lessee shall be constructed in strict compliance with plans approved by the Contract Administrator. When construction of the office space in the terminal building is completed, the actual as-built square footage, location, or configuration of the Premises shall be adjusted and acknowledged in writing by the Lessor and Lessee and incorporated in a revised Exhibit “B”. 5.2 Alterations and Fixtures. Lessee shall not make, or suffer to be made, any alterations to the Premises, or any part thereof, without the prior writ ten consent of Lessor. Any alterations to the Premises, except movable furniture and trade fixtures, shall become at once a part of the realty and shall at the expiration or earlier termination of this Lease belong to Lessor. Lessee shall not in any event make any changes to the exterior of the Premises. Any such alterations shall be in conformance with the requirements of all municipal, state, federal, and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees or the public and in conformance with reasonable rules and regulations of Lessor. Any damage occasioned by such removal shall be repaired at Lessee's expense so that the Premises can be surrendered in a good, clean, and sanitary condition as required by Section 5.3 hereof. Any and all fixtures and appurtenances installed by Lessee shall conform with the requirements of all municipal, state, federal, DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 8 and governmental authorities, including requirements pertaining to the health, welfare, or safety of employees or the public. Upon completion of construction of the alterations, Lessee shall submit to Lessor evidence satisfactory to Lessor of the cost of said alterations ("Improvement Costs"). 5.3 Maintenance and Repair. Lessee shall, subject to Lessor's obligations hereinafter provided, at all times during the term hereof, and at Lessee's expense, keep, maintain and repair the Premises, and other improvements within the Premises in good and sanitary order, condition, and repair (except as hereinafter provided). Lessor should be notified immediately of any necessary maintenance and repair of any store front, doors, window casements, walls, glazing, heating and air conditioning system, plumbing, pipes, electrical wiring and conduits . Lessee hereby waives all right to make repairs at the expense of Lessor, and Lessee hereby waives all rights provided for by the Civil Code of the State of California to make said repairs. By entering into the Premises, Lessee shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair. Lessee agrees on the last day of said term, or sooner termination of this Lease , to surrender the Premises with appurtenances, in the same condition as when received and in a good, clean and sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the elements excepted. Lessee shall periodically sweep and clean the sidewalks adjacent to the Premises, as needed. Upon Lessee's possession of the Premises, Lessee shall be deemed to have accepted the Premises as being in good condition and repair. Lessee agrees that it will not, nor will it authorize any person to, go onto the roof of the building of which the Premises are a part without the prior written consent of Lessor. Said consent will be given only upon Lessor's satisfaction that any repairs necessitated as a result of Lessee's action will be made by Lessee at Lessee's expense and will be made in such a manner so as not to invalidate any guarantee relating to said roof. 5.4 Free from Liens. Lessee shall keep the Premises free from any liens arising out of any work performed, material furnished, or obligation incurred by Lessee or alleged to have been incurred by Lessee. 6.0 INSURANCE AND INDEMNIFICATION. 6.1 Insurance. Prior to its ability to access the Demised Premises, Lessee will provide City with proof of insurance, at Lessee’s sole cost and expense, to remain in full force and effect during the entire term of this lease. The following policies of insurance shall be maintained: 6.2 Insurance Provided by Lessee. Comprehensive or Commercial Form General Liability Insurance shall include the following minimal limits: a. General Liability including operations, products and completed operations $1,000,000 each occurrence for bodily injury, personal injury and property DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 9 damage/$2,000,000 aggregate. Additional insured, primary and noncontributory language / waiver of subrogation in favor of City, its elected officials, employees, and agents. b. Automobile $1,000,000 for each accident; Additional insured, primary and noncontributory language / waiver of subrogation c. Workers Compensation, $1,000,000 each accident ; Waiver of subrogation. d. Property Liability; $1,000,000 minimum combined single limit for property damage. Must include coverage for contractual liability, personal injury, independent contractors, property damage, products and completed operations. 6.3 Notices. The policies shall provide for a thirty (30) day notice to the City prior to termination, canc ellation, or change. 6 .4 Minimum Limits. If, in the City's opinion, the minimum limits of the insurance herein required have become inadequate during the period of this Agreement, the Concessionaire shall increase such minimum limits by reasonable amounts on request of the City provided that said coverage is available at standard commercial rates. 6.5 General Provisions Applicable to Lessee’s Insurance. All of the policies of insurance required to be procured by Lessee pursuant to this Section 6.2 shall be primary insurance and shall name the Lessor, its officers, employees and agents as additional insureds. The insurers shall waive all rights of contribution they may have against the Lessor, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to the Lessor. Prior to the Commencement Date or such earlier date as Lessee ant takes possession of the Premises for any purpose; and at least thirty (30) days prior to the expiration of any insurance policy, Lessee shall provide Lessor with certificates of insurance or appropriate insurance binders evidencing the above insurance coverages written by insurance companies acceptable to Lessor, licensed to do business in the state where the Premises are located and rated A: VII or better by Bests Insurance Guide. In the event the Risk Manager of Lessor ("Risk Manager") determines that (i) the Lessee's activities in the Premises creates an increased or decreased risk of loss to the Lessor, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, Lessee agrees that the minimum limits of any insurance policy required to be obtained by Lessee may be changed accordingly upon receipt of written notice from the Risk Manager, provided that Lessee shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of Lessor within ten (10) days of receipt of notice from the Risk Manager. Lessor and Lessee hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Premises, its contents, or Lessee’s trade fixtures, equipment personal property or inventory arising from any risk DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 10 generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious mischief, theft, sprinkler damage, and earthquake sprinkler leakage. Each of the parties, on behalf of their respective insurance companies insuring such property of either Lessor or Lessee against such loss, waives any right of subrogation that it may have against the other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby. 6.6 Indemnification of Lessor. Lessee, as a material part of the consideration to be rendered to Lessor under this Lease, hereby waives all claims against Lessor for damage to equipment or other personal property, trade fixtures, leasehold improvements, goods, wares, inventory and merchandise, in, upon or about the Premises and for injuries to persons in or about the Premises, from any cause arising at any time. Lessee agrees to indemnify the Lessor, its elected officials, officers, agents, public officials, volunteers, and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the performance of the work, operations or activities of Lessee, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the Premises or the common area by Lessee or its employees and customers, or arising from the failure of Lessee to keep the Premises in good condition, as herein provided, or arising from the negligent acts or omissions of Lessee hereunder, or arising from Lessee's negligent performance of or failure to perform any term, provision covenant or condition of this Lease, whether or not there is concurrent passive or active negligence on the part of the Lessor, its officers, agents, public officials, volunteers, or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the Lessor, its officers, agents, public officials, volunteers, or employees, who are directly responsible to the Lessor, and in connection therewith: (a) Lessee will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Lessee will promptly pay any judgment rendered against the Lessor, its officers, agents, public officials, volunteers, or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Lessee hereunder, and Lessee agrees to save and hold the Lessor, its officers, agents, public officials, volunteers, and employees harmless therefrom; (c) In the event the Lessor, its elected officials, officers, agents. public officials, volunteers, or employees is made a party to any action or proceeding filed or prosecuted against Lessee for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Lessee hereunder, Lessee agrees to pay to the Lessor, its officers, agents, public officials, volunteers, or employees, any and all costs and expenses incurred by the Lessor, its DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 11 officers, agents. public officials, volunteers, or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 7.0 ABANDONMENT AND SURRENDER. 7.1 Abandonment. Lessee shall not vacate or abandon the Premises at any time during the term of this Lease. If Lessee shall abandon, vacate or surrender the Premises or be dispossessed by process of law, or otherwise, any p ersonal property belonging to Lessee and left on the Premises shall be deemed to be abandoned, at the option of Lessor, except such property as may be mortgaged to Lessor. 7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subleases or sub-tenancies, or may, at the option of Lessor, operate as an assignment to it of any or all of such subleases or sub -tenancies. 8.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial or total destruction of the Premises during the term of this Lease which requires repairs to the Premises, or (b) the Premises being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than Lessee's act, use or occupation, which declaration requires repairs to the Premises, Lessor shall forthwith make said repairs provided Lessee gives to Lessor thirty (30) days written notice of the necessity therefor. No such partial destruction (including any destruction necessary in order to make repairs required by any declaration made by any public authority) shall in any way annul or void this Lease except that Lessee shall be entitled to a proportionate reduction of Monthly Rental while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall interfere with the business carried on by Lessee in the Premises. However, if during the last two (2) years of the term of this Lease the Premises are damaged as a result of fire or any other insured casualty t o an extent in excess of twenty five percent (25%) of the then replacement cost (excluding foundations), Lessor may within thirty (30) days following the date such damage occurs, terminate this Lease by written notice to Lessee. If Lessor, however, elects to make said repairs, and provided Lessor uses due diligence in making said repairs, this Lease shall continue in full force and effect, and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. Nothing in the foregoing to the contrary withstanding, if the Premises or said building is damaged or destroyed at any time during the term hereof to an extent of more than twenty-five percent (25%) of the then replacement cost (excluding foundations) as a result of a casualty not insured against, Lessor may within thirty (30) days following the date of such destruction terminate this Lease upon written notice to Lessee. If Lessor does not elect to terminate because of said uninsured casualty, Lessor shall promptly rebuild and repair the Premises and/or the building and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. If Lessor elects to terminate this Lease, all rentals shall be prorated between Lessor and Lessee as of the date of such destruction. In respect to any partial or total destruction (including any DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 12 destruction necessary in order to make repairs required by any such declaration of any authorized public authority) which Lessor is obligated to repair or may elect to repair under the terms of this Section, Lessee waives any statutory right it may have to cancel this Lease as a result of such destruction. 9.0 SUBLETTING. Subletting or assignment shall not be allowed. 10.0 DEFAULT. 10.1 Default by Lessee. The occurrence of any one (1) or more of the following events shall constitute a default and breach of this Lease by Lessee: (a) the failure to pay any rental or other payment required hereunder to or on behalf of Lessor more than three (3) days after written notice from Lessor to Lessee that Lessee has failed to pay rent when due; (b) the failure to perform any of Lessee's agreements or obligations hereunder (exclusive of a default in the payment of money) where such default shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (c) the vacation or abandonment of the Premises by Lessee; (d) the making by Lessee of a general assignment for the benefit of creditors; (e) the filing by Lessee of a voluntary petition in bankruptcy or the adjudication of Lessee bankruptcy; (f) the appointment of a receiver to take possession of all or substantially all the assets of Lessee located at the Premises or of Lessee's leasehold interest in the Premises; (g) the filing by any c reditor of Lessee of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; or (h) the attachment, execution or other judicial seizure of all or substantially all of the assets of Lessee or Lessee's leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days. Any repetitive failure by Lessee to perform its agreements and obligations hereunder, though intermittently cured, shall be deemed an incurable default. Two (2) breaches o f the same covenant within a sixty (60) day period, a notice having been given pursuant to (a) or (b) above for the first breach, or three (3) of the same or different breaches at any time during the term of this Lease for which notices pursuant to (a) or (b) above were given for the first two (2) breaches shall conclusively be deemed to be an incurable repetitive failure by Lessee to perform its obligations hereunder. In the event of any such default or breach by Lessee, Lessor may at any time thereafter, without further notice or demand, rectify or cure such default, and any sums expended by Lessor for such purposes shall be paid by Lessee to Lessor upon demand and as additional rental hereunder. In the event of any such default or breach by Lessee, Lessor shall have the right (i) to continue the lease in full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or (ii) Lessor shall have the right at any time thereafter to elect to terminate the Lease and Lessee's right to possession thereunder. 10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver of any default or a waiver of any of Lessor's remedies. DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 13 10.3 Lessor's Default. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have been furnished to Lessee in writing, specifying wherein Lessor has failed to perform such obligation; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for performance then Lessor shall not be deemed in default if Lessor commences performance within a thirty (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Lessee have the right to terminate this Lease as a result of Lessor's default and Lessee's remedies shall be limited to damages and/or an injunction. 11.0 CONDEMNATION. In the event a condemnation or a transfer in lieu thereof results in a taking of any portion of the Premises, Lessor may, or in the event a condemnation or a transfer in lieu thereof results in a taking of twenty-five percent (25%) or more of the Premises, Lessee may, upon written notice given within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. Lessee shall not be entitled to share in any portion of the award and Lessee hereby expressly waives any right or claim to any part thereof. Lessee shall, however, have the right to claim and recover, only from the condemning authority (but not from Lessor), any amounts necessary to reimburse Lessee for the cost of removing stock and fixtures. If this Lease is not terminated as above provided, Lessor shall use a portion of the condemnation award to restore the Premises. 12.0 MISCELLANEOUS. 12.1 Reservation of Right to Modify Property. Lessor hereby reserves the right (but not the obligation) to renovate, modernize, rehabilitate, expand, reduce, reconfigure, enclose and/or otherwise alter all or any portion of the Premises (collectively "Modifications"), in such manner and at such time or times, throughout the term of this Lease, as Lessor may, in its sole and absolute discretion, deem to be in the best interests of the Property. Such Modifications may include, without limitation, the right to construct new buildings on the Property for additional uses, to remove, renovate, repair, add to, modernize or otherwise alter the building in which the Premises are situated as well as other buildings, facilities, structures, malls, walkways, landscaping, parking and common areas or other areas within the Property. In connection with any and all such Modifications, Lessor may enter the Premises to the extent reasonably required by Lessor to pursue and complete such Modifications. In addition, Lessor may temporarily close portions of the parking and common areas and cause temporary obstructions in connection with any Modifications. Lessee agrees that under no circumstances shall the Modifications as to any portion of the Property or the construction activity that takes place in the course of making the Modifications, or any aspect thereof, including Lessor's entry into the Premises, constitute an eviction or partial eviction of Lessee or a breach of Lessee's right to quiet enjoyment or of any other provision of this Lease, nor entitle Lessee to damages, injunctive relief or other DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 14 equitable relief, nor entitle Lessee to any abatement or reduction in the Monthly Rental, additional rental or other charges or sums due under this Lease; provided Lessor uses reasonable efforts to mitigate any adverse effects on Lessee caused by the Modifications. 12.2 Entry and Inspection. Lessee shall permit Lessor and his agents to enter into and upon the Premises at all reasonable times for the purpose of inspecting the same or for the purpose of maintaining the Premises as required by the terms of this Lease or for the purpose of posting notices of non -liability for alterations, additions or repairs. 12.3 Estoppel Certificate. If, as a result of a proposed sale, assignment, or hypothecation of the Premises or the land thereunder by Lessor, or at any other time, an estoppel certificate shall be requested of Lessee, Lessee agrees, within ten (10) days thereafter, to deliver such estoppel certificate in the form attached as Exhibit "C" addressed to any existing or proposed mortgagee or proposed purchaser, and to the Lessor. Lessee shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. 12.4 Jurisdiction and Venue. The parties agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to the address of Lessees set forth herein shall be adequate service for such litigation. The parties further agree that Riverside County, California is the proper place for venue as to any such litigation and Lessee agrees to submit to the personal jurisdiction of such court in the event of such litigation. 12.5 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereof. 12.6 Successors in Interest. The covenants herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of all the parties ; and all of the parties shall be jointly and severally liable hereunder. 12.7 No Oral Agreements. This (i) Lease covers in full each and every agreement of every kind or nature whatsoever between the parties concerning this Lease, (ii) supersedes any and all previous obligations, agreements and understandings, if any, between the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Lessee acknowledges that no representations or warranties of any kind or nature not specifically set forth herein have been made by Lessor or its agents or representatives. 12.8 Authority. In the event that Lessee is a corporation or a partnership, each individual executing this Lease on behalf of said corporation or said partnership, DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 15 as the case may be, represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation or partnership, in accordance with a duly adopted resolution of the Board of Directors, if a corporation, or in accordance with the Partnership Agreement, if a partnership, and that this Lease is binding upon said corporation or partnership in accordance with its terms. Lessee represents and warrants to Lessor that the entering into this Lease does not violate any provisions of any other agreement to which Lessee is bound. 12.9 Relationship of Parties. The relationship of the parties is that of Lessor and Lessee, and it is expressly understood and agreed that Lessor does not in any way or for any purpose become a partner of Lessee in the conduct of Lessee's business or otherwise, or a joint venture with Lessee, and that the provisions of this Lease and the agreements relating to rent payable hereunder are i ncluded solely for the purpose of providing a method whereby rental payments are to be measured and ascertained. 12.10 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor 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”). Contractor 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, Contractor shall certify that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor 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 Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non - discrimination in city contracting. 12.11 Notices. Wherever in this Lease it shall be required or permitted that notice and demand be given or served by either party to this Lease to or on the other, such notice or demand shall be given or served in writing and shall not be deemed to have been duly given or served unless in writing, and personally served or forwarded by certified mail, postage prepaid, addressed, if to Lessor, as specified in Section 1.9. Either party may change the address set forth herein by written notice by certified mail to the other. Any notice or demand given by certified mail shall be effective one (1) day subsequent to mailing. To City: Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite 1 Palm Springs, CA 92262 DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 16 To Lessee: CLEAR 65 East 55th Street 17th Floor New York, NY 10022 12.12 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiri ng the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other defaul t concerning the same or any other provision of this Lease. 12.13 Exhibits and Addenda. The Exhibits and Addenda attached to this Lease are made a part hereof as if fully set forth herein. In the event of a conflict between the terms and provisions of Addenda and the terms and provisions of this Lease, the terms and provisions of the Addenda shall prevail. 12.14 Attorneys’ Fees. In the event that any action or proceeding is commenced to regarding this Lease, the prevailing party in such action or proceedi ng, in addition to all other relief to which it may be entitled, shall be entitled to recover from the other party the prevailing party's costs of suit and reasonable attorneys' fees. The prevailing party shall be as determined by the court in accordance with Code of Civil Procedure Section 1032. The attorney's costs and expert fees recoverable pursuant to this Section include, without limitation, attorney's costs and expert fees incurred on appeal and those incurred in enforcing any judgment rendered. Attorney's costs and fees may be recovered as an element of costs in the underlying action or proceeding or in a separate recovery action. (SIGNATURE PAGE FOLLOWS ) DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 55575.38160\34949707.1 SIGNATURE PAGE - Alclear, LLC dba CLEAR NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT No. A9092 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. “CITY” City of Palm Springs Date:__________________________ By: _______________________________ Justin Clifton City Manager APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ Jeff Ballinger Monique Lomeli City Attorney Interim City Clerk APPROVED BY CITY COUNCIL: Date: 04-07-22 Agreement No. A9092 LESSEE: Alclear, LLC dba CLEAR Check one : Individual ___ Partnership ___ Corporation___ Corporations require two 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. By: ___________________________ By: _______________________________ Signature Signature Name: Kenneth Cornick___________ Name: Matthew Levine________________ Title: President__________________ Title: Secretary______________________ Date:__________________________ Date: ______________________________ DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2 4/13/2022 4/13/2022 X DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA 4/21/2022 EXHIBIT “A” – SCREENING PODS LOCATION AIRPORT CENTRAL LOBBY PODS Footprint 6 Pods across 3 windows 8 feet x 15 feet = 120 sq. ft. DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA EXHIBIT “B” – OFFICE SPACE SPACE TO BE ENCLOSED TOTAL 200 SQUARE FEET AFTER CONSTRUCTION DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA T SA Pree eek •• Entrance Standard n ran ce Employee/ADA Entrance CLE:AR Lane and Dept of Aviation Entrance '��� ,I' -----------:/ I I I III STSO PODIUM PSIR LI -------1..I _--..JI---I _I� SECURE " C N01N S,ECURE r DocuSign Envelope ID: 5D4C8CF9-4E82-45F3-AA31-C6622D44E4D2DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1,000,000 6079707377 X LOS-002582110-02 1,000,000 X X 20427 Los Angeles, CA 90071 N X10/01/2021 2 10/01/2022 N/A 6079707587 C 2,000,000 1,000,000 X 42376 American Casualty Company Of Reading, Pa 1,000,000 03/03/2022 10/01/2021 The City of Palm Springs, its officials, employees and agents are included as additional insured (except workers' compensation) where required by written contract. General Liability is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions. Waiver of subrogation is applicable where required by written contract X Palm Springs, CA 92262 Palm Springs International Airport N/A and subject to policy terms and conditions. A Technology Insurance Company, Inc CN133649275-STND-GAWUY-21- 15,000 10/01/2022 1,000,000 2,000,000 35289 100,000 1,000,000 TWC4030360 CA License #0437153 Marsh Risk & Insurance Services 633 W. Fifth Street, Suite 1200 Attn: SharedSupport.Certs@marsh.com 65 E 55th Street, 17th Floor Clear Secure, Inc. New York, NY 10022 10/01/2021 3400 E. Tahquitz Canyon Way, Suite 1 B 10/01/2022 Continental Insurance Company DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: 22 It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. In no event shall the number of days listed be fewer than the number required by New York State.� Los Angeles Number of days notice for nonpayment of premium: 10� Number of days notice (other than for nonpayment of premium): 030� Address: PER SCHEDULE ON FILE� Name of person or organization to whom notice will be sent: PER SCHEDULE ON FILE� �� �� SCHEDULE� Notice of Cancellation or Material Restriction Endorsement - New York� Certificate of Liability Insurance CN133649275 to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule.� Marsh Risk & Insurance Services� 65 E 55th Street, 17th Floor� Clear Secure, Inc.� New York, NY 10022 25 All other terms and conditions of the Policy remain unchanged. DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA DocuSign Envelope ID: 2EB51C14-9031-439D-A306-C6378B50E2EA