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Home My WebLink AboutA8513 - UBER TECHNOLOGIES INC. EXT LTR City of Palm Springs Department of Aviation 3400 E. Tahquitz Canyon Way, Suite 1 • Palm Springs, California 92262 Tel: 760.318.3800 • Fax: 760.318.3815 • TDD 760.864.9527 • www.palmspringsairport.com Post Of f ice Box 2743 • Palm Springs, California 92263-2743 April 13, 2023 Uber Technologies, Inc. Attn: Vishal Chawla Manager, Airport Partner Management 1455 Market St., Floor 4 San Francisco, CA 94103 RE: EXTENSION OF TERM OF TRANSPORTATION NETWORK COMPANY OPERATING PERMIT AGREEMENT A8513 AT THE PALM SPRINGS INTERNATIONAL AIRPORT Dear Mr. Chawla, 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 expired on April 30, 2021. In 2021, the City amended the Agreement to extend the term to April 30, 2022. In 2022, the City amended the Agreement to extend the term to April 30, 2023. The City hereby wishes to extend the term of the permit and 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 May 1, 2023, 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, 2025.” 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 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. DocuSign Envelope ID: D00727CF-6BEF-4993-8871-413F3304C421DocuSign Envelope ID: B9D523CB-9341-4FD4-84E6-81AE66FB815F April 13, 2023 Agreement A8513 Uber Technologies, Inc. Extension May 1, 2023 through April 30, 2025 Page 2/2 _________________________________________________________________________________________ Post Of f ice Box 2743 • Palm Springs, California 92263-2743 ACCEPTED AND AGREED TO: CITY OF PALM SPRINGS By:_________________________ Date:______________________ City Manager APPROVED AS TO FORM: ATTEST: By:_________________________ By:________________________ City Attorney City Clerk PERMITTEE: UBER TECHNOLOGIES, INC. By:_________________________ By:_________________________ Andy Jeninga Caitlin Chicu General Manager of Airports Director, Strategy and Planning Date:________________________ Date:________________________ DocuSign Envelope ID: D00727CF-6BEF-4993-8871-413F3304C421 5/4/2023 5/8/2023 DocuSign Envelope ID: B9D523CB-9341-4FD4-84E6-81AE66FB815F 5/9/2023 City of Palm Springs Department of Aviation 3400 E. Tahquitz Canyon Way, Suite 1 • Palm Springs, California 92262 Tel: 760.318.3800 • Fax: 760.318.3815 • TDD 760.864.9527 • www.palmspringsairport.com Post Of f ice Box 2743 • Palm Springs, California 92263-2743 April 13, 2023 Uber Technologies, Inc. Attn: Vishal Chawla Manager, Airport Partner Management 1455 Market St., Floor 4 San Francisco, CA 94103 RE: EXTENSION OF TERM OF TRANSPORTATION NETWORK COMPANY OPERATING PERMIT AGREEMENT A8513 AT THE PALM SPRINGS INTERNATIONAL AIRPORT Dear Mr. Chawla, 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 expired on April 30, 2021. In 2021, the City amended the Agreement to extend the term to April 30, 2022. In 2022, the City amended the Agreement to extend the term to April 30, 2023. The City hereby wishes to extend the term of the permit and 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 May 1, 2023, 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, 2025.” 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 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. DocuSign Envelope ID: D00727CF-6BEF-4993-8871-413F3304C421DocuSign Envelope ID: B9D523CB-9341-4FD4-84E6-81AE66FB815F April 13, 2023 Agreement A8513 Uber Technologies, Inc. Extension May 1, 2023 through April 30, 2025 Page 2/2 _________________________________________________________________________________________ Post Of f ice Box 2743 • Palm Springs, California 92263-2743 ACCEPTED AND AGREED TO: CITY OF PALM SPRINGS By:_________________________ Date:______________________ City Manager APPROVED AS TO FORM: ATTEST: By:_________________________ By:________________________ City Attorney City Clerk PERMITTEE: UBER TECHNOLOGIES, INC. By:_________________________ By:_________________________ Andy Jeninga Caitlin Chicu General Manager of Airports Director, Strategy and Planning Date:________________________ Date:________________________ DocuSign Envelope ID: D00727CF-6BEF-4993-8871-413F3304C421 5/4/2023 5/8/2023 DocuSign Envelope ID: B9D523CB-9341-4FD4-84E6-81AE66FB815F 5/9/2023 City Clerk Form Updated 7/21/2021 CONTRACT ABSTRACT Contract prepared by: ____________________________________________________ Submitted on: __________________ By: __________________________________ Note: _________________________________________________________________ Contract Compliance Exhibits: Yes Signatures: Yes Insurance: Yes Bonds: Yes 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: _____________________________________________________ UBER TECHNOLOGIES, INC Katie Civgin - Senior Strategic Operations Manager - (415) 534 9769 Transportation Services at PSP Variable - based on number of rides Revenue to Airport May 01, 2022 - April 30, 2023 (Letter of Extension) N/A Aviation Department Harry Barrett - Victoria Carpenter N/A N/A A8513 Aviation Department 5-05-22 Christina Brown Extension to original agreement. Item 1.O approved by CC on 4-3-19. Agreement renewed in 2020. 4 4 DocuSign Envelope ID: 5D0A5409-E393-4892-ACE7-1B1214D72D0E Cit y o f Pal m Spring s 3200 E. Tahquitz Canyon Way • Palm Springs, California 92262 Tel: (760) 323-8299 • Fax: (760) 323-8207 • Web: www.palmspringsca.gov Post Of f ice Box 2743 • Palm Springs, California 92263-2743 April 14, 2022 Uber Technologies, Inc Attn: Katie Civgin Senior Strategic Operations Manager 1455 Market St. Floor 4 San Francisco, CA 94103 RE: EXTENSION OF TERM OF TRANSPORTATION NETWORK COMPANY OPERATING PERMIT AGREEMENT A8513 AT THE PALM SPRINGS INTERNATIONAL AIRPORT Dear Ms. Civgin, 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 expire d on April 30, 2021. In 2021, the City amended the Agreement to extend the term to April 30, 2022. The City hereby wishes to extend the term of the permit and 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 May 01, 2022, 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, April 30, 2023.” 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. If you have any questions, please contact Victoria Carpenter, Airport Administration Manager at (760) 318 3808. DocuSign Envelope ID: F2007874-DC04-4C5A-83D1-420F7099323DDocuSign Envelope ID: 5D0A5409-E393-4892-ACE7-1B1214D72D0E April 12, 2022 Agreement A8513 Uber Technologies, Inc. Extension 5-1-22 to 4-20-23 Page 2/2 _________________________________________________________________________________________ Post Of f ice Box 2743 • Palm Springs, California 92263-2743 ACCEPTED AND AGREED TO: CITY OF PALM SPRINGS By:_________________________ Date:______________________ Justin Clifton City Manager APPROVED AS TO FORM: ATTEST: By:_________________________ By:________________________ Jeff S. Ballinger Monique Lomeli City Attorney Interim City Clerk PERMITTEE: UBER TECHNOLOGIES, INC. By:_________________________ By: _________________________ (Signature) (Signature) Name: Niraj Patel Name: Andy Jeninga Title: Sr. Director Central Operations Title: General Manager of Airports Date: Date: DocuSign Envelope ID: F2007874-DC04-4C5A-83D1-420F7099323D 4/25/20224/25/2022 DocuSign Envelope ID: 5D0A5409-E393-4892-ACE7-1B1214D72D0E 5/12/2022 LIMITED POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: That the undersigned, Uber Technologies, Inc., a Delaware limited liability company (the “Principal”), hereby appoints Andy Jeninga, GM of Airports (the “Agent”), to exercise the powers and discretions described below. The Agent, acting singly, shall have the full power and authority to represent and act on behalf of the Principal in respect of the following: To sign documents on behalf of the Principal for: (i) business licenses, permits, regulatory filings, airport agreements, Memoranda of Understanding (MOUs); (ii) any documents that are substantially similar to the documents identified in (i); and (iii) any documents that support or are otherwise related to the documents identified in (i) or (ii), and to do all such other acts and things in relation with the foregoing which the Agent, in his or her discretion, shall deem necessary, advisable or useful and in the interest of the Principal in respect of the foregoing. This Limited Power of Attorney is granted in, and shall be governed by, the laws of the State of California; provided, that this Limited Power of Attorney shall be universally recognized and admissible to recordation (if applicable) in any jurisdiction in the United States of America and its territories. This Limited Power of Attorney shall become effective immediately and the authority granted hereunder shall continue in effect until the earlier of (i) the date of revocation in writing by the Principal or (ii) the date on which Agent ceases to provide services as an employee, officer, director or consultant to the Principal or any of its affiliates (the “Termination Date”). The authority granted by this Limited Power of Attorney shall be automatically revoked upon the Termination Date. IN WITNESS WHEREOF, the undersigned has executed this instrument on this 18th day of April, 2022, in San Francisco, California. PRINCIPAL: UBER TECHNOLOGIES, INC. By: Name: Dennis Cinelli Title: Vice President, Operations DocuSign Envelope ID: 4E72C961-4FE2-4249-86F3-B80630A4B509DocuSign Envelope ID: 5D0A5409-E393-4892-ACE7-1B1214D72D0E LIMITED POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: That the undersigned, Uber Technologies, Inc., a Delaware corporation (the “Principal”), hereby appoints Niraj Patel (the “Agent”), to exercise the powers and discretions described below. The Agent, acting singly, shall have the full power and authority to represent and act on behalf of the Principal in respect of the following: To sign documents on behalf of the Principal for: (i) business licenses, permits, regulatory filings, airport agreements, Memoranda of Understanding (MOUs); (ii) any documents that are substantially similar to the documents identified in (i); and (iii) any documents that support or are otherwise related to the documents identified in (i) or (ii), and to do all such other acts and things in relation with the foregoing which the Agent, in his or her discretion, shall deem necessary, advisable or useful and in the interest of the Principal in respect of the foregoing. This Limited Power of Attorney is granted in, and shall be governed by, the laws of the State of California; provided, that this Limited Power of Attorney shall be universally recognized and admissible to recordation (if applicable) in any jurisdiction in the United States of America and its territories. This Limited Power of Attorney shall become effective immediately and the authority granted hereunder shall continue in effect until the earlier of (i) the date of revocation in writing by the Principal or (ii) the date on which Agent ceases to provide services as an employee, officer, director or consultant to the Principal or any of its affiliates (the “Termination Date”). The authority granted by this Limited Power of Attorney shall be automatically revoked upon the Termination Date. IN WITNESS WHEREOF, the undersigned has executed this instrument on this ___ day of May, 2020, in San Francisco, California. PRINCIPAL: UBER TECHNOLOGIES, INC. By: Name: Keir Gumbs Title: Associate GC, Corporate Secretary and Deputy Corporate Secretary 27 DocuSign Envelope ID: 5D0A5409-E393-4892-ACE7-1B1214D72D0E From:Christina Brown To:Christina Brown Subject:FW: Uber Agreement Extension Date:Thursday, May 5, 2022 12:29:15 PM From: Jeff Ballinger <Jeff.Ballinger@bbklaw.com> Sent: Wednesday, May 4, 2022 7:22 PM To: Nadia Seery <Nadia.Seery@palmspringsca.gov>; Monique Lomeli <Monique.Lomeli@palmspringsca.gov> Cc: Christina Brown <Christina.Brown@palmspringsca.gov> Subject: RE: Uber Agreement Extension NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe. Hi Nadia, These POAs look good to me. They do not legally need to be notarized. Docusign or hard copy is fine with me. I have no preference from a legal perspective. Jeffrey Ballinger Partner jeff.ballinger@bbklaw.com T: (619) 525-1343 C: (909) 528-9400 www.BBKlaw.com From: Nadia Seery <Nadia.Seery@palmspringsca.gov> Sent: Monday, May 2, 2022 3:01 PM To: Jeff Ballinger <Jeff.Ballinger@bbklaw.com>; Monique Lomeli <Monique.Lomeli@palmspringsca.gov> Cc: Christina Brown <Christina.Brown@palmspringsca.gov> Subject: FW: Uber Agreement Extension CAUTION - EXTERNAL SENDER. Jeff – Monique Uber provided the enclosed Power of Attorney forms. Are they acceptable? Should they be notarized, should they be DocuSigned ? Or are you expecting another document altogether? This is the first time we are submitting these forms at your request. Thank you, DocuSign Envelope ID: 5D0A5409-E393-4892-ACE7-1B1214D72D0E TRANSPORTATION NETWORK COMPANY OPERATING PERMIT AGREEMENT PALM SPRINGS INTERNATIONAL AIRPORT CITY OF PALM SPRINGS THIS TRANSPORTATION NETWORK COMPANY OPERATING PERMIT AGREEMENT ("Agreement") is dated, executed, and effective April 15, 2020 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 enables 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 ("PSMC"); 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 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 Permittee'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 16, 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 3.8.18,Uber i 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 enable ground transportation services through its. online-enabled application or platform 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: f 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 TNC Operating Permit Agreement Page 2 of 20 IS.%Uber Agreement 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 designee. E. "Claims" has the meaning reflected in Section 10.A. of this Agreement. 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 recitals in 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 Tracking Area" means a virtual area with a digital boundary derived from a computer software program, using a global positioning system (GPS) or radio frequency identification (RFID), which area is coextensive with 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 A201801. N. "PSMC" has the meaning attributed above in the recitals in this Agreement. 0. "Released Parties" has the meaning reflected in Section 10.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 7"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's online enabled application to connect passengers with TNC's approved TNC Drivers. TNC Operating Permit Agreement Page 3 of 20 3.8.18,Uber R. "TNC Services" means the services provided by Permittee and/or its Drivers to passengers while on Airport Property. 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 "Trade 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 Permittee as a TNC. Vehicle Trade Dress shall include but not be limited to symbols and/or signs on vehicle doors, roofs, and/or grille which can be readily identifiable up to fifty (50)feet in daylight hours. Trade Dress and location must be filed with the City Manager. U. "Trip Fee" means the City approved fee charged to Permittee for each Passenger Pickup and each Passenger Drop-off made by its Drivers; the Trip Fee is based upon the fact that all 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. 2. Use Purpose Defined: The permit conferred via this Agreement authorizes Permittee's provision of TNC Services. A. Passenger Drop-offs shall be made at the curbside vehicle zones as designated by the City Manager. B. Passenger Pickups shall be made at the location identified in City regulation A2018-01 or such superseding regulation as may be adopted and approved by the City Council. 3. Term of Permit: Upon receipt of all required documentation, this permit shall become effective on April 15, 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 one (1) year from date of issue, April 30, 2021. TNC Operating Permit Agreement Page 4 of 20 3.8.18,Uber 4. Reporting Requirements: 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 shall include 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 this Permit, Permittee will establish an approved Geo-fence Tracking Area acceptable to the City Manager, and demonstrate to the City that Permittee is capable of tracking TNC Services in real time. Available 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 4.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 Airport. 3400 E. Tahquitz Canyon Way, Suite 1, Palm Springs, 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 Manager in relation to PSMC Chapter 16.37. B. Approved. TNC Vehicle Trade Dress must be applied AT ALL TIMES while providing TNC Services on Airport Property or within the Geo-fence Tracking Area. 6. Operating 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 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 on Airport Property. C. Drivers are prohibited from sharing a vehicle or TNC 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 PSMC Section 1.01.140; or 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. 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 in 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 by Permittee's drivers taking 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 may be 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 later 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 made 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 all 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 amount 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 and 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 that have 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 7 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 Driver's 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 a 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 Permittee'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 employed by Permittee throughout the term of this Permit. Such books and records shall be maintained at Permittee's principal place ofbusiness unless otherwise permitted by City in writing. Upon City's written request, and no more than once a year, Permittee shall make available 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 method of Permittee's reporting will be adequate to provide a control and test check of all revenues derived 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, Permittee shall promptly pay City the amount of such underpayment and shall reimburse City all costs incurred in the conduct of such examination, inspection, and audit. In the 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 Permittee shall reimburse City for reasonable attorney fees and litigation expenses as part of the aforementioned costs incurred. Not later-than ninety (90) days after the annual anniversary of the commencement of this Permit, when required by City Manager, Permittee shall furnish to City a report, certified by Permittee 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 except as required by law. Permittee shall furnish City with such other financial or statistical reports as the City, from time to time, may reasonably require. Permittee's duty to assist City in City's completion of any audit hereunder shall 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. Indemnity: 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, the "Released Parties"), from and against any and all third party claims, suits, demands, expenses, liabilities, 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 Agreement Page 9 of 20 3.8.18,Uber to, or deaths of persons, or damage to property proximately caused by, or arising from, or relating to (i) 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 any City ordinance, any Airport rule or regulation, or any regulation issued by the City Manager in relation to PSMC Chapter 1.6.37, or (iii) .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. shall 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 10 of this Agreement, the term "Driver" only refers to a Driver who is providing TNC Services hereunder, or in possession of a Waybill related to TNC Services. B. Permittee agrees that its obligation to indemnify City and its Released Parties applies at all times to "TNC Services' provided on Airport Property or within the 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. 11. Insurance: TNC Operating Permit Agreement Page 10 of 20 3.8.18,Uber A. Prior to the commencement of TNC Services hereunder, Permittee will provide `City with proof that Permittee is in compliance with all insurance required for a TNC understate 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 any Claim is filed with Permittee or if any lawsuit is instituted against Permittee arising from or relating to TNC Services at the Airport, Permittee shall give prompt and timely notice thereof to City. Notice shall be deemed prompt 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 of a lawsuit to Permittee. 12. Multiple TNC Authority 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 dropoff controls until a vehicle without a new matched passenger has exited Airport Property. 13. Security Deposit: Permittee agrees that upon execution of this 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 Manager notice in writing, by registered mail, at least sixty (60) flays prior to an anniversary date of its intention not to renew said.bond or bonds. TNC Operating Permit Agreement Page 11 of 20 3.8.18,Uber In lieu of such surety bond or bonds, Permittee may deposit with City an 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 on said United States Bonds or Certificates of Deposit. If 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 or retain all or any portion of the Security Deposit for the payment of sums due. If City applies all or any portion of the Security Deposit, Permittee, within ten (10) days after demand therefor, shall deposit other security acceptable to City Manager in an amount sufficient to restore the Security Deposit to the full amount thereof. City reserves the right to adjust the amount of the Security Deposit to reflect changes in operations or changes in Trip Fees established by City. Within thirty (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.ft4ght 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 and 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 Airport by 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 the party, the location of the pickup or drop-off, and the time of the scheduled pickup or drop-off. TNC Operating Permit Agreement Page 12 of 20 3.6.18,Uber 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 and punctually to pay the fees or to make any other payment required hereunder, when due to City; or C. The interest of Permittee under this 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 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 any other 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 or by reason of any act by City incidental or related thereto. In the event of the exercise by City of such option to terminate, Permittee shall have no right to or claim upon any improvements or the value thereof,which may have been previously installed by Permittee in or on the Airport's premises. TNC Operating Permit Agreement Page 13 of 20 3.8.18,Uber 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 may be appealed to the Administrative Appeals Board pursuant to PSMC Chapter 2.50. Permittee's appeal shall specifically state the grounds upon which the appeal is based. The exercise by City of any remedy provided in this Permit shall be cumulative and shall in no way affect any other remedy available to City under law or equity. 18.Monetary Damages: 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%) 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 at 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 default in the terms, conditions, and covenants herein. 20.Prohibition Against Advertising: No advertising or solicitation of "TNC Services" shall occur on Airport Property except with the written approval 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 specifically approved in writing by City Manager; except that a vehicle may display Permittee's authorized TNC Trade Dress. 21.Prohibited Conduct: TNC Operating Permit Agreement Page 14 of 20 3.8.18,Uber 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. 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 lots. 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 alcoholic 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; 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 California; TNC Operating Permit Agreement Page 15 of 20 3.8.18,Uber S. Operating a vehicle which is not in a safe mechanical condition or which lacks mandatory safety equipment as defined in the California Vehicle Code; T. Disconnecting any pollution control equipment; U. 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, except as otherwise provided by contract or 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 16.37. 22.Compliance with Rules and Regulations: Permittee and its Drivers shall abide by and conform to all laws, governmental 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 P.U.C. Decision, Regulation or Law: Permittee understands and agrees that the CPUC may modify its decision from time to time and/or a local state or federal statute or regulations may be enacted that affect the requirements for TNC operation in the State of California. Subject to the defined term "TNC Services" and the insurance provisions found in this Permit, the terms of this Permit shall be modified to be consistent with all such decision modifications and/or local, state and federal 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. 25.Non-assignability. The permit conferred by this Agreement is not assignable, in whole or in part. TNC Operating Permit Agreement Page 16 of 20 3.8.18,Uber 26.Revocable Permit: The permit conferred by this Agreement is revocable at any time, with or without 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 any time, ,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 permit 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: 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. 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 Company 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 capital improvement and staff expenditures arising from and related to safe and efficient operation of commercial transportation activities, and the City's commitment to allow accommodation of passenger demand. Permittee acknowledges that there may be future changes in fees directed at City recovery costs associated with these expenditures. Commercial vehicle fees, including TNC fees, will be charged as established by the City and listed in the Airport's fee schedule. TNC Operating Permit Agreement Page 17 of 20 3.8.18.Uber 30.Covenant 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 (Le., 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 this 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 Section 7.09.040, 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 executing 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 signing, (M) by so 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 which he 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: When to the City: When to the Permittee: City of Palm Springs Uber Technologies, Inc. TNC Operating Permit Agreement Page 18 of 20 " 3.8.18,Ubei 3200 E. Tahquitz Canyon Way ckonzenCaD_uber.com Palm Springs, CA 92262 Notices may also be transmitted to any other addresses as either party may designate to the 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. 33.Assurances 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 line at the following URL: hftps://www.faa.gov/airpo rts/aip/q rant assurances/media/airportsponsorassu ran ces- ai df TNC Operating Permit Agreement Page 19 of 20 3.8.18,Uber IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: yam/ a By: David H. Ready, Es City Manager APPROVED AS TO FORM: ATTEST By. By: 3�.11n� thony J. M jia, City Attorney r S City Clerk "PERMITTEE" "TNC Operator" APPROVED BY CITY COUNCIL Date: March 30th, 2020 A9513 .10 `I-2/� Uber Technologies, LLC Inc 1455 Market St., Floor 4, San Francisco, CA, 94103 By: Its: (title) Director, n Dire�ctor, Head of Airports By: "u°°"� Its: (title) Manager, Central Operations -Airports TNC Operating Permit Agreement Page 20 of 20 3.8.18,Uber