HomeMy WebLinkAboutA9059 - SOUTHWEST AIRLINESCity 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: _____________________________________________________
Southwest Airlines
Michael Cole
Memorandum of Agreement - Airline Service Incentive Program
N/A
N/A - Waivers Only
1-Year from agreement execution
Customer No. 12
Aviation
Victoria Carpenter / Daniel Meier
02/06/19
24562 (Approving the 2019 Air Service Incentive Program)
A9059
Daniel Meier
3/02/2022 Christina Brown
4
4
4
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DocuSign Envelope ID: 4DC5E3E6-2E14-40F8-BC5B-1429E2EE27F5
PALM SPRINGS INTERNATIONAL AIRPORT AIR SERVICE INCENTIVE PROGRAM
PALM SPRINGS INTERNATIONAL AIRPORT, 3400 E. TAHQUITZ CANYON WAY, SUITE 1, PALM SPRINGS, CA 92262
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement (A9059) is entered into by and between the City of Palm
Springs, a California charter city and municipal corporation (City), acting by and through
its Executive Director of Aviation, and Southwest Airlines (Airline) organized and existing
under the laws of the State/Province of Texas. City and Airline intend to memorialize their
agreement, under the terms of the Palm Springs International Airport Air Service
Incentive Program (Program). This Memorandum of Agreement sometimes references
Airline and City as the “Parties,” and each of them as a “Party.”
RECITALS
A. On February 6, 2019, the City Council of the City of Palm Springs approved this
Program in the form attached to this Memorandum of Agreement and incorporated by this
reference herein.
B. The Parties intend that their performance under this Memorandum of Agreement,
consistent with the Program, will augment and enhance Airline’s service to and from Palm
Springs International Airport (PSP), increase public and airline industry awareness of PSP
facilities and services, and promote Airline’s competition with other airlines at PSP.
AGREEMENT
1.0 Understanding of the Parties. The Parties, by their signatures to this
Memorandum of Agreement, acknowledge the true and correct introductory paragraph
and recitals above, inclusive of all definitions and attachments, incorporated by this
reference herein, as the basis of their entry into this Memorandum of Agreement. The
Parties agree that PSP fee waiver incentives in this Program apply only to new qualifying
service as outlined in the Program. The Parties concur that Airline’s use of savings based
upon the waiver of PSP Fees shall be solely at the discretion of the Airlines. However,
City encourages Airline to consider using these savings toward promoting the Airline ’s
PSP service to support the long-term success of the route(s).
2.0 Term. The term of this Memorandum of Agreement as it relates to Airline’s
service commences upon City verification of Airline documentation of an increased flight
frequency that arises from a new or existing nonstop route to a target city that qualifies
for a fee waiver (Increased Frequency). No incentive to Airline in this Program shall have
a duration as to any specific Increased Frequency that exceeds twelve (12) consecutive
months.
3.0 Termination Prior to Expiration of Term. City may terminate this
Memorandum of Agreement at any time, in its entirety or as applied to an individual
Increased Frequency, with or without cause, upon thirty (30) day written notice to Airline.
Upon receipt of a notice of termination, Airline shall be entitled to any incentive earned
prior to issuance of that notice. Likewise, Airline may terminate this Memorandum of
DocuSign Envelope ID: 4DC5E3E6-2E14-40F8-BC5B-1429E2EE27F5
PALM SPRINGS INTERNATIONAL AIRPORT AIR SERVICE INCENTIVE PROGRAM
PALM SPRINGS INTERNATIONAL AIRPORT, 3400 E. TAHQUITZ CANYON WAY, SUITE 1, PALM SPRINGS, CA 92262
Agreement at any time, in its entirety or as applied to an individual Increased Frequency,
with or without cause, upon written notice to the City.
4.0 Miscellaneous
4.1 California Law. This Memorandum of Agreement shall be construed and
interpreted, both as to validity and to performance of the Parties, in accordance with the
laws of the State of California. The Parties agree that l egal actions concerning any
dispute, claim, or matter arising out of or in relation to this Memorandum of Agreement
shall be instituted in the Superior Court of the County of Riverside, State of California, or
in any other appropriate court in such county, and Airline covenants and agrees to submit
to the personal jurisdiction of such court in the event of such action.
4.2 Non-Liability of City Officers and Employees. No officer or employee of City
shall be personally liable to the Airline, or any successor-in-interest, in the event of any
default or breach by City or for any amount that may become due to the Airline or its
successor, or for breach of any obligation of the terms of this Agreement.
4.3 Conflict of Interest. Airline acknowledges that no officer or employee of the
City has or shall have any direct or indirect financial interest in this Memorandum of
Agreement, nor shall Airline enter into any agreement of any kind with any such officer or
employee during the term of this Memorandum of Agreement, and for one year thereafter.
Airline warrants that Airline has not paid or given, and will not pay or give, any third party
any money or other consideration in exchange for obtaining this Memorandum of
Agreement.
4.4 Covenant against Discrimination. In connection with its performance under
this Memorandum of Agreement, Airline 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”).
Airline shall ensure 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
Memorandum of Agreement, and in executing this Memorandum of Agreement, Airline
certifies that its actions and omissions hereunder shall not incorporate any discrimination
arising from or related to any prohibited basis in any Airline 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 Airline 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.
4.5 Integrated Agreement, Amendments, Authority. This Memorandum of
Agreement contains all of the agreements of the Parties regarding the Program, and
supersedes all other such written agreements. No amendments or other modifications of
DocuSign Envelope ID: 4DC5E3E6-2E14-40F8-BC5B-1429E2EE27F5
PALM SPRINGS INTERNATIONAL AIRPORT AIR SERVICE INCENTIVE PROGRAM
PALM SPRINGS INTERNATIONAL AIRPORT, 3400 E. TAHQUITZ CANYON WAY, SUITE 1, PALM SPRINGS, CA 92262
this Memorandum of Agreement shall be binding unless through written agreement by
all Parties. Each of the persons executing this Memorandum of Agreement on behalf of
one of the Parties warrants that they are duly authorized to execute this Memorandum
of Agreement, and that by their execution of this Memorandum of Agreement, the Parties
are formally bound to the provisions hereof.
SIGNATURES FOLLOW
DocuSign Envelope ID: 4DC5E3E6-2E14-40F8-BC5B-1429E2EE27F5
PALM SPRINGS INTERNATIONAL AIRPORT AIR SERVICE INCENTIVE PROGRAM
PALM SPRINGS INTERNATIONAL AIRPORT, 3400 E. TAHQUITZ CANYON WAY, SUITE 1, PALM SPRINGS, CA 92262
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written
above.
ATTEST: CITY OF PALM SPRINGS,
a California charter city and municipal corporation
By:_____________________________________ By: _______________________________________
Monique Lomeli, Interim City Clerk Justin Clifton, City Manager
APPROVED AS TO FORM:
By: _____________________________________
Jeffrey S. Ballinger, City Attorney
By:______________________________________ By: _______________________________________
Signature (notarized) Signature (notarized)
Name: ___________________________________ Name: _____________________________________
Title: ____________________________________ Title: ______________________________________
*************************************************************************************************************************************
State of ____________________________________
County of __________________________________
On _______________________________before me,
personally appeared _________________________
who proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the
entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Notary Signature: ____________________________
Notary Seal:
State or Province of ___________________________
County or Country of __________________________
On _______________________________ before me,
personally appeared __________________________
who proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the
entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Notary Signature: ____________________________
Notary Seal:
SOUTHWEST AIRLINES
DocuSign Envelope ID: 4DC5E3E6-2E14-40F8-BC5B-1429E2EE27F5
Michael Cole
Sr. Director Network Planning