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A9239 - Ready Credit Corp - License Agreement
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: _____________________________________________________ No NoNo No Ready Credit Corporation Julio Ramirez - Relationship Manager - Julio@readycreditcorp.com Operation of a Credit Card Machine at PSP $0.60 per transaction Revenue 10-01-22 to 09-30-25 with two one-year options Customer No.123 Aviation Harry Barrett / Victoria Carpenter 10/27/22 Item 1K A9239 Nadia Seery 1/05/23 Christina Brown 4 4 4 4 DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 1 LICENSE AGREEMENT A9239 BY AND BETWEEN THE CITY OF PALM SPRINGS AND READY CREDIT CORPORATION FOR AUTOMATED PREPAID DEBIT CARDS MACHINES AT THE PALM SPRINGS INTERNATIONAL AIRPORT THIS LICENSE AGREEMENT ("License") is made and entered into, to be effective the 1st day of October, 2022, by and between the CITY OF PALM SPRINGS, a charter city and California municipal corporation ("City"), and READY CREDIT CORPORATION, incorporated in the State of Nevada ("Licensee"). City and Licensee may hereinafter be referred to individually as a "Party" and collectively as "Parties." RECITALS A. City is the fee owner of that real property known as the Palm Springs International Airport, located at 3400 East Tahquitz Canyon Way in the City of Palm Springs, California ("Property"). B. The Property consists of an international airport terminal and adjacent buildings. C. City believes that the airlines, and related facilities would benefit from the convenience and accessibility of automated prepaid Debit Card Machines (DCMs) located within the Property. NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions set forth herein, the Parties hereto incorporate the recitals set forth above and further agree as follows: AGREEMENT 1.0 SERVICES OF LICENSEE 1.1 Grant of Access. City hereby grants to Licensee, its employees and agents, a non-exclusive license and permission to enter upon and use a portion of the Property ("License Area") for the limited purposes of operating automated prepaid Debit Card Machines (DCMs). A site plan for the Property depicting the License Areas, as well as the approximate location for the DCMs, is attached to this License as Exhibit "B". The License granted herein shall be valid for the term set forth below only. Licensee expressly acknowledges that this License is non-exclusive. Licensee further acknowledges that the City operates a commercial and public airport on the traveling public and users of commercial airline services may also access the License Areas. For in interest, and assigns of Licensee. 1.2 General Scope of Use. Pursuant to this License and for the term provided in this License, Licensee may use the License Areas to install, maintain, and operate DCM kiosks, as provided in the Scope of License . The final design of the DCM kiosks, the precise location of the DCM kiosks, and manner in which the DCM kiosks will be installed and prior to installation of the DCM kiosks. Licensee may not use the DCMs to advertise for other businesses or events; however, Licensee may have one sign on the DCMs identifying Licensee as the operator of the DCMs. The DCMs shall not incorporate features to attract members of the public DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 2 for purposes other than the use of the DCMs. 1.3 Preparation Of License Areas. 1.3.1 Familiarity with Requirements. Licensee warrants that Licensee: (a) has thoroughly investigated and considered the Scope of License and all work and requirements specified in the Scope of License and otherwise expected of the Licensee; (b) has carefully considered how the Scope of License and the work and requirements should be performed and provided; and (c) fully understands the facilities, difficulties, and restrictions (including but not limited to all requirements of the federal government) attending performance of the Scope of License and the work and requirements under this License. Licensee has fully investigated the License Areas and is fully acquainted with the conditions existing in the License Areas. Should the Licensee discover any latent or unknown conditions which will materially affect the received 1.3.2 Installation. All costs of installation shall be borne by the Licensee and Licensee shall reimburse the City for any costs the City incurs in preparing the License Areas for use by the Licensee, excluding any arrangement or work performed to provide electrical power including communications, or wireless connectivity service to the License Areas accessible to the DCM kiosk location. The DCM kiosk shall not be installed or placed into operation until the City has been fully reimbursed its costs as provided in this Subsection. 1.4 Regulations. Licensee shall ensure that the use of the License Areas by Licensee and its agents, officers, and employees (collectively "Licensee's Parties") during the Term comply with all federal, state, and local laws and ordinances. 1.5 Licenses, Permits, Fees, and Assessments. Licensee shall obtain, at its sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this License. Licensee shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Licensee's performance of the services required by this License, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. 1.5.1 Sales and Use Tax. Licensee shall be solely responsible for the payment of all sales and use taxes relating to any taxable transactions in connection with the DCMs. 1.5.2 Real Property Taxes. The Parties expressly acknowledge that this License Agreement is not a lease of space and real property and the Licensee has no obligation to pay any or all real property taxes that may be assessed on the property by virtue of the Licensee entering upon and use of a portion of the property. Notwithstanding, Licensee s operation of a DCM may become subject to taxes and, in addition to the License Fee, Licensee shall pay any and all annual personal property taxes assessed against the value of the DCMs in operation. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if City receives the tax bill, ten (10) days after Licensee's receipt of a copy of the tax bill from City, whichever is later. DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 3 1.6 Security. 1.6.1 General. The Parties acknowledge that the security of the public, the License Areas, and the DCMs is a priority. For this reason, Licensee shall implement safeguards to minimize security breaches. 1.6.2 Armored Courier. At all times during the term of this License, Licensee shall maintain an agreement with an armored and bonded courier to provide service to the DCMs for cash withdrawals, balancing, supply replenishment, and similar matters. Licensee shall be responsible for securing such security clearances as the federal government may require for such courier to have access to the License Areas. 1.6.3 Additional Security. Licensee shall be solely responsible for the cost of any additional security deemed necessary in connection with the DCMs. 1.7 Maintenance. Licensee shall maintain the DCMs in a clean and attractive condition. All utilities provided to the locations where the DCMs are operational including electricity, overhead lighting, heating/cooling and common space maintenance are provided by the City. Should the Licensee require utilities services that are not available at the location of the DCMs, the Licensee shall have the option to procure and pay for the same with the approval of the City. Aviation and City shall, in conjunction with any applicable utility company, make the necessary repairs. Any costs incurred by City in connection with such repair of utilities for the DCMs, unless DCMs, shall be paid for by the City. As further discussed in Subsection 5.2, Licensee shall have the sole obligation to maintain the License Areas and adjacent property free from waste, such as DCMs receipts, which may be generated in connection with the use of the DCMs. 1.8 Free from Liens. Licensee shall keep the Property and the License Areas free from any liens arising out of any work performed, material furnished, or obligation incurred by Licensee or alleged to have been incurred by Licensee. 2.0 COMPENSATION 2.1 License Fee. In exchange for the non-exclusive use of the License Areas pursuant to this License, Licensee shall pay the City, within the times and manner set forth herein, a fee of sixty cents ($0.60) for each transaction from a DCM (less any refunds or waived fees) occurring at the DCMs installed on the Licensed Areas. This license fee shall be paid from a portion of, not in addition to, any transaction convenience fee received by Licensee. Transaction herein is defined as convenience fee for the issuance of a prepaid debit card from a DCM. 2.2 Method of Payment. Licensee shall be solely responsible for collecting all compensation from DCMs customers. By no later than the twentieth (20th) day of each month of the Term, including the twenty-fifth (25th) of the month following termination of this License, Licensee shall pay to City all fees due City under Subsection 2.1 for the immediately preceding month, which payment shall be accompanied by an itemized statement showing the number of customer Transactions completed from the DCMs. 2.3 Payment Reports. By no later than April 30th of each year of the Term of this License, and including April 30th on the year following the termination of this License, Licensee DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 4 shall provide audited financial statements, certified by an authorized officer of Licensee, confirming the number of transactions performed and fees generated from the DCMs under this License for the previous agreement year. Should the audited statements show any underpayment by Licensee to City, Licensee shall pay such difference to City within ten (10) days of City's demand plus three percent (3%) of such underpayment. Should the audited statements show any overpayment by Licensee to City, City shall reimburse Licensee for the actual amount of such overpayment as a credit to the following month's revenues due to City, provided such overpayment is confirmed by the City's Department of Finance. If an overpayment is discovered after termination of this License, City shall reimburse Licensee the amount of the overpayment within thirty (30) business days of City's receipt of the audited statements. 2.4 Maximum Transaction Fee. Licensee may charge a transaction fee not to exceed Six Dollars ($6.00) to dispense debit cards at the DCMs. The transaction fee shall not assess against or be charged to the City. 3.0 TERM Unless earlier terminated in accordance with Subsections 8.5 or 8.6 of this License, this License shall entitle Licensee to non-exclusive use of the License Areas for the limited purposes described herein from October 1, 2022, through September 30, 2025 discretion of the City, this agreement may be extended for two (2) additional one-year option periods. At the conclusion of this Term, unless this License has been extended by the Parties pursuant to a written agreement, Licensee must remove the DCMs and surrender the License Areas pursuant to Subsection 5.1. 4.0 COORDINATION OF WORK 4.1 Representative of Licensee. The following principal of Licensee is hereby designated as being the principal and representative of Licensee authorized to act on its behalf with respect to the work specified herein and make all decisions in connection therewith: Brian Hedberg, President and CEO. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal was a substantial inducement for City to enter into this License. Therefore, the foregoing principal shall be responsible, during the term of this License, for directing all activities of Licensee with respect to the DCMs. For purposes of this License, the foregoing principal may not be replaced nor may his responsibilities be substantially reduced by Licensee without the express written approval of City. 4.2 . designee, shall be responsible for the management of this License on behalf of the City. It shall be the Licensee's responsibility to ens of all matters relating to the DCMs and the Licensee shall refer any decisions which must be made Unless otherwise specified herein, any approval of City of Aviation shall have authority on behalf of the City to sign all documents required hereunder to carry out the terms of this License. 4.3 License is Assignable. This License shall become effective immediately and is personal to the Licensee and may only be assigned with the express written consent of the City. void and unenforceable and shall operate to immediately terminate this License Agreement. DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 5 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode, or means by which Licensee, its agents or employees, perform the services required herein, except as otherwise set forth in this License. City shall have no voice in the selection, discharge, supervision, or control of Licensee's employees, servants, representatives or agents, or in fixing their number, compensation, or hours of service. Licensee shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Licensee shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Licensee in its business or otherwise or a joint venture or a member of any joint enterprise with Licensee. 5.0 PROPERTY RELATED ISSUES 5.1 Waste, Damage, or Destruction, Surrender of Property. The Licensee shall not allow any waste, damage, or destruction to occur in or to the Property or the License Areas. When this License terminates, upon such termination, Licensee, as its sole cost and expense, shall repair any waste, damage, or destruction and shall restore the License Areas to that condition existing prior to Licensee's use of the License Areas. Should Licensee fail to vacate the License Areas in a clean and undamaged condition, City may arrange for the cleaning and/or repair of the License Areas, the cost of which will be immediately reimbursed by Licensee. 5.2 Modification of License Area. Any future modification of the License Areas which is required by law shall be undertaken at Licensee's sole expense, subsequent to receipt of written approval by the City. 6.0 INSURANCE AND INDEMNIFICATION 6.1 Insurance. Prior to its ability to access the License Areas, Licensee will provide City with proof of insurance, at Licensee's sole cost and expense, to remain in full force and effect during the entire term of this License. The following policies of insurance shall be maintained: 6.2 Insurance Provided by Licensee. 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 damage/$2,000,000 aggregate. b. Automobile $1,000,000 each accident; $1,000,000 uninsured motorist. c. Workers Compensation, $1,000,000 each accident; $1,000,000 each employee for disease. d. Excess Liability/Umbrella Form $2,000,000. 6.3 An Additional Insured Endorsement is required for the General Liability Insurance policy naming the City, its officers, employees, and agents as additional insured on the policy. 6.4 The policies shall provide for a thirty (30) day notice to the City prior to termination, DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 6 cancellation, or change. 6.5 The general liability and excess liability/umbrella policies must be endorsed to provide that each policy shall apply on a primary and noncontributing basis in relation to any insurance or self-insurance, primary or excess, maintained by or available to the City or its officials, employees, and agents. 6.6 The Workers Compensation policy shall contain the insurer's waiver of subrogation (or waiver of right of recovery) in favor of City, its elected officials, officers, employees, and agents. 6.7 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. 6.8 General Provisions Applicable to Licensee . All of the policies of insurance required to be procured by Licensee pursuant to this Section 6.2 shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds. The insurers shall waive all rights of contribution they may have against the City, 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 City. Prior to the Commencement Date or such earlier date as Licensee takes possession of the Premises for any purpose; and at least thirty (30) days prior to the expiration of any insurance policy, Licensee shall provide City with certificates of insurance or appropriate insurance binders evidencing the above insurance coverages written by insurance companies acceptable to City, 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 City ("Risk Manager") determines that (i) the Licensee's activities in the Premises create an increased or decreased risk of loss to the City, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, Licensee agrees that the minimum limits of any insurance policy required to be obtained by Licensee may be changed accordingly upon receipt of written notice from the Risk Manager, provided that Licensee shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within ten (10) days of receipt of notice from the Risk Manager. City and Licensee 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 Licensee s trade fixtures, equipment, personal property or inventory arising from any risk 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 City or Licensee 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. 6.9 Other Insurance. Such other policies of insurance including, but not limited to, casualty insurance, business interruption insurance, property insurance, and fidelity insurance, as may be required by the nature of operations. 6.10 Indemnification by Licensee. Licensee shall indemnify, defend (with counsel designated by City), protect and hold harmless City, City's Parties and the Releasing Parties from DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 7 and against any and all claims, demands, judgments, actions, damages, losses, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees and court costs) arising at any time directly or indirectly from or in connection with (i) any default in the performance of any obligation by Licensee to be performed under the terms of this License, (ii) Licensee's use of the License Areas, or (iii) the conduct of Licensee's business or any activity, work or things done, permitted or suffered by Licensee in or about the Property, except to the extent caused by City's negligence or willful misconduct. The obligations of Licensee under this Article 6 shall survive the expiration or earlier termination of this License. Licensee, as a material part of the consideration to City, hereby assumes all risk of damage to the License Areas, including, without limitation, injury to persons in, upon or about the License Areas during Licensee's use of the License Areas, arising from any use of the DCMs or other activities of Licensee or Licensee's Parties on the License Areas. Licensee hereby waives all claims with respect thereof against City. City shall not be liable for any damage to the License Areas, DCMs, or injury to or death of any of Licensee's Parties or injury to or death of any other person in or about the License Areas from any cause except to the extent caused by the negligence or willful misconduct of the City or the City's Parties. 6.11 Assumption of All Risks and Liabilities. Licensee assumes all risks and liabilities arising out of any and all use of the License Areas by Licensee or Licensee's Parties. 7.0 REPORTS AND RECORDS 7.1 Reports. reports concerning the use of the DCMs on a monthly basis or shall require. 7.2 Records. Licensee shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this License and enable Records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 7.3 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Licensee in the performance of services under this License shall 8.0 ENFORCEMENT OF LICENSE 8.1 Governing Law. This License shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. 8.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State, or local governmental agency having jurisdiction in effect at the time service is rendered. 8.3 Waiver. The waiver of any breach of any provision hereunder by City or Licensee shall not be deemed to be a waiver of any preceding or subsequent breach hereunder. No failure or delay of any Party in the exercise of any right given hereunder shall constitute a waiver thereof DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 8 nor shall any partial exercise of any right preclude further exercise thereof. 8.4 Severability. If any paragraph, section, sentence, clause or phrase contained in this License shall become illegal, null or void, against public policy, or otherwise unenforceable, for any reason, or held by any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences, clauses or phrases contained in the License shall not be affected thereby. 8.5 Termination Prior to Expiration of Term. This Section shall govern any termination of this License. The City reserves the right to terminate this License at any time, with or without cause, upon thirty (30) days' written notice to Licensee, except that where termination is due to the fault of the Licensee, the period of notice may be such shorter time as may be determined by Parties further agree that if Licensee: (i) files a petition in bankruptcy, (ii) is adjudicated bankrupt, (iii) if a petition in bankruptcy is filed against Licensee and not discharged within thirty (30) days, (iv) if Licensee becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or (v) if a receiver is approached for Licensee or its business during the Term of this License, City may terminate this License upon twenty-four (24) hours' written notice to Licensee. In addition, Licensee reserves the right to terminate this License at any time, with or without cause, upon thirty (30) days' written notice to City. Upon receipt of any notice of termination during the Term, Licensee shall immediately cease the operation of the DCMs, and shall clean, repair and vacate the License Areas. 8.6 Termination for Default. If termination is due to the failure of Licensee to fulfill its obligations under this License, including but not limited to the provisions of Section 10 of this License, City may give Licensee a thirty (30) days' written notice of termination and the reasons therefor to Licensee. Licensee may be found to be in default for Licensee's failure to comply with any term or condition of this License, to acquire and maintain all required insurance policies, bonds, licenses, and permits, or failure to make satisfactory progress in performing under this License. The City may, upon termination of this License, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this License. 8.7 Attorney's Fees. If either Party to this License is required to initiate or defend or is made a party to any action or proceeding in any way connected with this License, the prevailing Party in such action or proceeding in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees and costs. 9.0 CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Licensee, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Licensee or to its successor, or for breach of any obligation of the terms of this License. 9.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this License nor shall any such officer or employee participate in any decision relating to the License which affects his financial interest or the financial interest of any corporation, partnership or association in which he/she is, directly or indirectly, interested. Licensee warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this License. DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 9 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Licensee 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 ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Licensee 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 Licensee 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. a. Licensee further represents and warrants to City that Licensee shall comply with all applicable provisions of the Federal Nondiscrimination requirements attached hereto and incorporated herein by this reference. 9.4 Americans With Disabilities Act. In its operation and maintenance of the DCMs, Licensee shall comply with the Americans with Disabilities Act with regard to each and all federal regulations applicable under the Act. 10.0 FAA REQUIRED PROVISIONS 10.1 Airport Concession Disadvantaged Business Enterprise (ACDBE). This license 49 CFR Part 23. The Licensee agrees to make a Good Faith effort. The Licensee agrees that it race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The Licensee agrees to include the above statements in any subsequent agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements. 10.2 In the event of a breach of the covenants specified in Subsection 10.1 and 10.2 of this License, City shall have the right to terminate the License and to reenter and repossess the License Areas and the facilities thereon and hold the same as if said License had never been made or issued. This provision does not become effective until the procedures of Title 49, Code of Federal Regulations, and Part 23 are followed and completed, including the expiration of any appeal rights. 10.3 License shall furnish its services on a fair, equal, and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable, and not unjustly discriminatory prices for its services; provided that Licensee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar type of price reductions to volume purchases or other rational, reasonable basis. Non-compliance with this provision shall constitute a material breach of this DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 10 License and in the event of such non-compliance, City shall have the right to terminate this License. 10.4 Licensee agrees that it shall insert the above three provisions in any agreement or contract by which Licensee grants a right or privilege to any person, partnership, or corporation to render services to the public on the Lease Areas pursuant to this License. Nothing in this provision shall be construed as waiving any obligations or requirements of the Licensee pursuant to Subsection 4.3 of this License or abrogate the rights of the City pursuant to such subsection. 10.5 The License shall be subordinate to the provisions and requirements of any existing or future agreement between the City and the United States relative to the development, operation, or maintenance of the Property. 10.6 This License, and all provisions hereof, shall be subject to whatever right the United States Government now has or in the future may have or acquire, affecting the control, operation, regulation, and taking over of the Property or the exclusive or non-exclusive use of the Property by the United States during a time of war or national emergency. 11.0 MISCELLANEOUS PROVISIONS 11.1 Headings. The headings of this License are for purposes of reference only and shall not limit or define the meaning of the provisions of this License. 11.2 Counterparts. This License may be signed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one instrument. 11.3 Labor Disputes. Licensee shall give prompt notice to City of any actual or potential labor dispute which delays or may delay performance of this License. 11.4 California Law. This License 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. Legal actions concerning any dispute, claim or matter arising out of or in relation to this License shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Licensee covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 11.5 Disputes. In the event of any dispute arising under this License, the injured Party shall notify the injuring Party in writing of its contentions by submitting a claim therefore. The injured Party shall continue performing its obligations hereunder so long as the injuring Party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured Party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this License for cause and to any legal action, and such compliance shall not be a waiver of any Party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Licensee's right to terminate this License without cause pursuant to Subsection 8.5. 11.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this License, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 11 preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 11.7 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this License, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this License. 11.8 Reservation of City Rights. City reserves the right, but shall not be obligated to Licensee, to maintain and keep in good repair the Property or the Lease Areas. The City further reserves the right to direct and control all activities of Licensee consistent with the provisions of this License. 11.9 Interpretation. The terms of this License shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this License or any other rule of construction which might otherwise apply. 11.10 Integration; Amendment. It is understood that there are no oral agreements between the Parties hereto affecting this License and this License supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the Parties, and none shall be used to interpret this License. This License may be amended at any time by the mutual consent of the Parties by an instrument in writing. 11.11 Corporate Authority. The persons executing this License on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this License on behalf of said Party, (iii) by so executing this License, such Party is formally bound to the provisions of this License, and (iv) the entering into this License does not violate any provision of any other License to which said Party is bound. 11.12 Notice. Any notice required or permitted to be given hereunder shall be in writing and signed by the Party, officer or agent of the Party to whom it is to be sent, and shall be either: (1) personally delivered to the Party to whom it is to be sent, or (2) sent via overnight courier services, or (3) sent via certified or registered mail, return receipt requested, postage prepaid to the respective addresses, or such other addresses as the Parties may specify in writing: To City: City of Palm Springs Department of Aviation Palm Springs International Airport 3400 East Tahquitz Canyon Way, Suite 1 Palm Springs, California 92262-6966 To Licensee: Brian Hedberg, President and CEO Ready Credit Corporation 7100 Shady Oak Road Eden Prairie, MN 55344 (SIGNATURE PAGE FOLLOWS) DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 12 SIGNATURE PAGE LICENSE AGREEMENT A9239 BY AND BETWEEN THE CITY OF PALM SPRINGS AND READY CREDIT CORPORATION FOR AUTOMATED PREPAID DEBIT CARDS MACHINES AT THE PALM SPRINGS INTERNATIONAL AIRPORT IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. LICENSEE: By:__________________________ By: ___________________________ Brian Hedberg George Hilal Title: President and CEO Title: Chief Operating Officer Date: Date: 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. CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: 10-27-22 Item No. 1K APPROVED AS TO FORM: ATTEST: By: ___________________________ By:____________________________ City Attorney City Clerk APPROVED: By: City Manager Date: DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 1/12/2023 13 SCOPE OF LICENSE Licensee agrees to provide the following services: A. The Licensee shall be required to provide, operate, and continuously maintain in proper operating condition, at its own expense, one (1) network branded prepaid Debit Card Machine (DCM) attached hereto and incorporated herein by this reference. The exact location of which will be subject to the approval Licensee retains the right, in its sole discretion to remove any or all DCM that do not generate ten (10) transactions per day per DCM without being held in Default by the City. B. A DCM is defined for purposes herein as a mechanical device, owned, operated, and maintained by the Licensee, and used by its customers for the purpose of purchasing prepaid debit cards, solely between the Licensee and its customers on an automated basis. C. Any DCM utilized by the Licensee during the term of the License must be new and shall present the highest appearance, be technologically state of the art upon introduction into service, and compatible with any space limitations of the Premises. Licensee is encouraged to propose utilization of equipment incorporating advanced design/customer service options (such as 24-hour customer service, constant monitoring, privacy screen, light compensating screen and touch-screen display). D. Licensee shall have the nonexclusive right, privilege and obligation to install, operate and maintain (within the Airport) the DCMs. E. For the purpose of operating the License as described herein, and for no other purpose, the City will allow the selected Licensee, its employees, subcontractors, suppliers, service persons, licensees, guests, patrons, and invitees the right to use the areas of the Airport specified herein, including the necessary rights of access and ingress and egress from the Premises. F. Title to the DCMs equipment shall remain with the selected Licensee. G. Licensee shall perform all alteration work necessary for the installation of its DCMs, excluding the provision of electrical utilities to the locations for operation of the DCMs which shall be provided by the City, at no cost to the City and subject to the indemnification clause at Article 6.0. H. The City will pay all utility costs related to the services provided by Licensee under the License, except telecommunications charges in connection with operation of the DCMs. I. In the event the City requires the DCMs to be moved after the initial installation, all costs associated with such move shall be paid by the City. J. By no later than October 30 of each year of the term of this License, and including September 30 on the year following the termination of this License, Licensee shall provide a financial statement audited and certified by an authorized officer of Licensee, confirming the DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 14 number of transactions performed and fees generated from the DCMs under this Agreement. K. The Goal for ACDBE is 2.7 percent. L. Armored Car Service: 1. The Licensee armored car service will be required to submit to the Airport, prior to commencing work in accordance with this License, a Representative Identification List of all armed couriers and maintenance technicians that will need access to a restricted area. Armed personnel will be escorted by an Airport Law Enforcement Officer at all times they are in an Airport restricted area. 2. Airport, prior to commencing work in accordance with this agreement, a copy of the Airport prior to the start-up of service. 3. guidelines and regulations regarding the carrying of firearms at the Airport. M. Service and maintenance of the DCMs shall be conducted on an as-needed basis. Licensee shall assure that all such work is performed in a manner so as to minimize any disruptions or interference of Airport operations, including but not limited to, Airport pedestrian traffic. Licensee shall further assure that any work performed hereunder shall be in a competent, professional and clean manner. DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 15 LICENSEE AREA LOCATION DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 16 E FEDERAL NON-DISCRIMINATION REQUIREMENTS DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 17 DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D 01/20/2022 Hays Companies Inc. 80 South 8th Street Suite #700 Minneapolis MN 55402 Bev Schwagerl (612) 333-3323 bschwagerl@hayscompanies.com Ready Credit Corporation 10340 Viking Drive #125 Eden Prairie MN 55344 Federal Insurance Company 20281 22-23 A Y 35874242 WCE 01/31/2022 01/31/2023 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A (22) 73560750 01/31/2022 01/31/2023 1,000,000 A 10,000 79864467 01/31/2022 01/31/2023 3,000,000 3,000,000 A N (23) 71738904 01/31/2022 01/31/2023 1,000,000 1,000,000 1,000,000 A Property RC/Special Form 35874242 WCE 01/31/2022 01/31/2023 Limit $250,000 The City of Palm Springs, it’s officials, employees and agents are additional insured on a primary and non-contributory basis as respects the general liability policy where required by written contract or agreement, subject to the policy's terms and conditions. 30 days notice of cancellation applies where required by written contract or agreement, subject to the policies' terms and conditions. Palm Springs International Airport 3400 E. Tahquitz Canyon Way Suite 1 Palm Springs CA 92262 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) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D DocuSign Envelope ID: C89CC39E-41BF-400C-9259-49BEC9B8FD1D