HomeMy WebLinkAbout6/3/2009 - STAFF REPORTS - 5.B. Airport 6/2/2009
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Fairport 6/2/2009
Local Flair Local Flair
Lifestyle Wall Mural Program Lifestyle Wall Mural Program
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Lifestyle Wall Mural Program Lifestyle Wall Mural Program
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• Relaxation accommodations
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• Healthy Living hospitals,healthcare
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Article 5
Fees
5.01 Term Minimum Annual Guarantee and Percentage Fee
During the Term of this Agreement, Concessionaire agrees to pay to the City for the
privileges provided under this Agreement, a monthly fee equal to the Minimum Annual
Guarantee or the Percentage Fee, whichever is greater, for each calendar month for each
Agreement Year. All such payments shall be due on the twentieth (20"') calendar day of the
month immediately following the month in which Gross Revenue was generated. In any
Agreement Year during the Term,in the event the total number of passengers passing through
the Airport(the"Total Passengers")declines by twenty percent(20%)or more from the Total
Passengers for the calendar year 2009, the Minimum Annual Guarantee shall be reduced by
the same percentage as the reduction of Total Passengers for the Agreement Year in question
and shall remain at that amount until the Total Passengers for any Agreement Year are not
less than eighty percent (80%) of the Total Passengers for 2009. The City shall provide Co22�C-Y�
Concessi acre wt t tlie'lotal Passenger figures for each Agreement Year within ninety(90)
days following the end of such Agreement Year. The Minimum Annual Guarantee shall be
increased or decreased, as the case may be,retroactive to the first day of the Agreement Year
after the Total Passenger figures have been delivered to Concessionaire.
3.02 Procedure for Payment of Fees
1. Both the City and the Concessionaire acknowledge and agree that the
Concessionaire's monthly payments of the Percentage Fee and Minimum Annual Guarantee
during the Term shall be computed and reconciled on an annual basis on or before the
twentieth (200) calendar day of the next calendar month following the last calendar month of
the Agreement Year.
2. No later than one hundred twenty(120) days after the end of Concessionaire's fiscal
year, Concessionaire shall furnish to the City the written statement of a Certified Public
Accountant stating that the Privilege Fee paid by the Concessionaire to the City pursuant to
this Agreement during each of Concessionaire's fiscal yeats is accurate. Such statement shall
also state Gross Revenues as shown on the books and records of Concessionaire that were
used to compute the Privilege Fee made to the Director of Aviation during the period covered
by the statement. '
3. If, at the end of any Agreement Year, the total amount of monthly installments of the
Percentage Fee paid by Concessionaire for such Agreement Year is less than the total amount of the
Percentage Fee required to be paid by Concessionaire for such Agteement Year,Concessionaire shall
pay the amount of such deficiency on or before the time Concessionaire provides its Annual
Statement as provided in this Agreement. in the event that any additional Privilege Fee shall be
determined to be rightly due and owing by any audit of Concessionaire's books and records,
such amount shall forthwith be paid by the Concessionaire to the City with interest thereon at
the rate of twelve percent (12%) per annum from the date such additional Privilege Fee
became due; provided, however, that the foregoing not be applied to amounts contested in
good faith by Concessionaire.
4. If, at the end of any Agr"inent Year, the total amount of monthly installments of the
Percentage Fee paid by Concessionaire based on Gross Revenues for such Agreement Year
8
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CITY COUNCIL STAFF REPORT
DATE: June 3, 2009 NEW BUSINESS
SUBJECT: Airport Display Advertising Concession Agreement with U.S. Enterprises,
Inc., doing business as Corey Airport Services
FROM: David H. Ready, City Manager
BY: Tom Nolan, Director of Airport / Douglas Holland, City Attorney
SUMMARY
Approval of a proposed Airport Display Advertising Concession Agreement with U.S.
Enterprises, Inc., d/b/a Corey Advertising Services, a concession operator for the
Airport, that will provide a new advertising display program and increased concession
revenues. A full presentation detailing the program will be provided at the meeting.
RECOMMENDATION
1. Approve the Airport Display Advertising Concession Agreement with U.S.
Enterprises, Inc., doing business as Corey Airport Services.
2. Authorize the City Manager to execute all necessary documents.
STAFF ANALYSIS
Staff has worked to introduce a new airport advertising concession program with
technological enhancements while respecting the architectural integrity of the building
and the grounds, in addition to generating additional revenue for the Airport Fund.
Consistent with this goal, the City issued a Statement of Qualifications (SOQ) #03-09 for
ITEM NO.
City Council Staff Report
April 4, 2007 -- Page 2
Air Service Incentive Program
Advertising Concessions on 7/22/08, mailed the solicitation to nine firms, posted it on
the City's website, and advertised in The Desert Sun and the American Association of
Airport Executives, the industry-wide newsletter. Submittals were received by the
8/22/08 deadline from the following five (5) firms: Airport Displays Ltd., Alliance Airport
Advertising, Clear Channel Interspace Airport, Corey Airport Services, and Prodig. An
evaluation committee, including the Airport Director, Deputy Director of the Airport, two
Airport Commissioners, the Economic Development Administrator, the Palm Springs
Tourism Director, the Director of the Palm Springs Convention Center, a local interior
designer, and a local architect, reviewed the submittals and recommended a "short-list"
which included all the firms except For Prodig. These firms were invited for
interviews/presentations with the selection committee. However, only two of the
firms, Clear Channel Interspace Airports and Corey Airport Services, agreed to
participate in the interview process. After review and consideration of both firms, the
evaluation committee selected Corey Airport Services.
The Advertising Display Program is attached to this Staff Report and includes a
description of each type of display that is proposed to be installed and the location of
each display. The Advertising Display Program will be the subject of the proposed
vendor's presentation at the Council meeting.
Staff has negotiated a concession agreement with Corey Airport Services. The
Agreement is attached for your reference. The basic terms are as follows:
1. The Agreement is for five years, commencing on November 1, 2009, following a
five month startup period, and ending on October 31, 2014- Once the Agreement is
approved, Corey will commence fabrication and installation of the various displays and
the City will commence the phase-out of the current concessionaire during this start-up
period. This work is to be completed within the five month period between the approval
of the Agreement and November 1, 2009. There are no options to extend the
Agreement. City staff believes that a short, fixed term agreement ensures that the City
will be able to stay relatively current with the state of the art in advertising displays as
part of a regular, competitive process for future concessions.
2. Corey is obligated to pay a concession fee of a minimum annual guarantee
("MAG") or a percentage of gross receipts from the concession, whichever is rg eater.
Thus, Corey will pay the City 50% of the first $700,000 of gross revenues and 60% of
gross revenues over $700,000, or a minimum annual guarantee of $250,000 in the first
year and $300,000 for each of the remaining four years of the agreement, whichever is
greater. There is one caveat to this concession fee payment that should be noted: In
the event passenger activity at the Airport drops more than 20%, compared to the base
calendar year of 2009, Corey's fees, both the MAG and the percentage fee, will be
adjusted by a percentage equal to the percentage in drop of passenger activity.
City Council Staff Report
April 4, 2007 -- Page 3
Air Service Incentive Program
3. Corey is required to incur $300,000 in costs in the fabrication, construction, and
installation of the advertising display program. In the event additional funds are
required to complete these improvements, the City will reimburse Corey for up to
$120,000 for such additional costs. This payment would be made in a lump sum after
the work has been completed. In lieu of a lump sum payment, the City, at its option,
could amortize the payment over a 12 month period, at 6% interest.
4. Corey will have a full-time program manager based in the Coachella Valley and
an option to lease space at the Airport for an office.
5. The City will have the right to terminate the Agreement for Corey's failure to
perform or for the commission or omission of any act of default. The City will also have
the right to terminate the Agreement for convenience; however, if the City should
terminate the Agreement for convenience, the City would be obligated to pay Corey for
the unamortized depreciated value of the equipment plus an "inconvenience" fee in the
amount of$250,000.
6. Corey will post a $300,000 bond to secure its faithful performance under the
Agreement.
7. Corey will pay a flat fee of$300.00 per month for electricity.
8. The number, type, size, and content of all advertising will be subject to approval
by the City Manager. We would note that Corey has agreed that "it will not display or
advertise locations, businesses, facilities, activities, or events in other desert
communities or other warm-weather, winter resort areas" unless the City Manager
approves such advertising.
9. At least 5% of the available advertising space will be reserved for promotion of
Palm Springs "marketing and tourism information and services, including . . . Palm
Springs Convention Center and the Palm Springs Bureau of Tourism . . .."
Also, we have attached a copy of a matrix comparing the terms of this Agreement with
the three other agreements that Corey has with other Airports in the United States for
your information.
FISCAL IMPACT
It is anticipated that the program will be at least revenue neutral for the first year. The
amount of increased revenue from the new concession is anticipated to be at least
equal to the amount of the City's contribution to the program. For each successive
year, it is anticipated that the City will realize greater revenues assuming that passenger
1,40ON i
City Council Staff Report
April 4, 2007 -- Page 4
Air Service Incentive Program
levels do not significantly decrease over this calendar year. Over the last five years,
the City realized total concession revenues of $1,022,068, Over the five year life of the
new concession, the City will realize total concession revenues of at least $1,450,000,
which is the minimum annual guarantee under the new concession, or $427,932 more
than the last five years under the current concession. It is anticipated that the
percentage-,of gross receipts formula provided in the new concession will provide
greater t6ntial for increased income to the Airport.
Dougl s olland David H. Ready
City attorney City Manager
Thomas Nolan
Director of Airport
Attaclunents:
1. Display Program
2. Agreement
3. Matrix ofCotey Agreements
u �-.
Exhibit "A"
Advertising Display Program Layout
Page 9
j
Advertising Display Program Layout
Display # Location Type
101 Baggage Claim Lifestyle Wall Mural
102 Baggage Claim Lifestyle Wall Mural
103 Baggage Claim Lifestyle Wall Mural
104 Baggage Claim Lifestyle Wall Mural
105 Baggage Claim Lifestyle Wall Mural
106 Baggage Claim Lifestyle Wall Mural
107 Baggage Claim Lifestyle Wall Mural
108 AS Baggage Claim Bag Deck Diorama-2 Sided
109 AS Baggage Claim Bag Deck Diorama-2 Sided
110 AS Baggage Claim Bag Deck Diorama-2 Sided
ill AS Baggage Claim Bag Deck Diorama-2 Sided
112 AB Baggage Claim Bag Deck Diorama-2 Sided
118 Baggage Claim Wall Mounted Diorama
119 Baggage Claim Wall Mounted Diorama
120 Baggage Claim Wall Mounted Diorama
121 Baggage Claim Wall Mounted Vertacular
122 Baggage Claim Wall Mounted Vertacular
123 Baggage Claim Wall Mounted Vertacular
124 Baggage Claim Wall Mounted Vertacular
125 Baggage Claim Wall Mounted Vertacular
126 Baggage Claim Wall Mounted Vertacular
127 Baggage Claim Wall Mounted Vertacular
128 Baggage Claim Wall Mounted Vertacular
129 Baggage Claim Wall Mounted Vertacular
113/600CD Baggage Claim Bag Deck Diorama with Digital-2 Sided
114/60CEF Baggage Claim Bag Deck Diorama with Digital-2 Sided
115/600GH Baggage Claim Bag Deck Diorama with Digital-2 Sided
116 1 60011 Baggage Claim Bag Deck Diorama with Digital-2 Sided
117/60OKL Baggage Claim Bag Deck Diorama with Digital-2 Sided
700 A Baggage Claim Touchscreen Hotel Kiosk
700 B Baggage Claim Touchscreen Hotel Kiosk
201 AS Courtyard Pedestal Vertacular 2 Sided
202 AS Courtyard Pedestal Vertacular 2 Sided
203 AS Courtyard Pedestal Vertacular 2 Sided
204 Courtyard Pedestal Vertacular 1 Sided
205 Courtyard Pedestal Vertacular 1 Sided
401 Gatesl2-20 Wall Mounted Vertacular
600 M Gatesl2-20 Wall Mounted Digital Display
TBD' Gatesl2-20 Charging Station
130 Security Wall Mounted Glass
131 Security Wall Mounted Glass
132 Security Wall Mounted Glass
TBD* Security Wall Mounted Glass
TBD` Security Wall Mounted Glass
303 Sonny Bono Terminal Wall Mounted Vertacular
304 Sonny Bono Terminal Wall Mounted Vertacular
305 Sonny Bono Terminal Wall Mounted Diorama Existing
306 Sonny Bono Terminal Wall Mounted Diorama Existing
307 Sonny Bono Terminal Wall Mounted Diorama Existing
308 Sonny Bono Terminal Large Panel Wall Standoff
309 Sonny Bono Terminal Large Panel Wall Standoff
310 Sonny Bono Terminal Wall Mounted Diorama Existing
311 Sonny Bono Terminal Wall Mounted Diorama Existing
312 Sonny Bono Terminal Wall Mounted Diorama Existing
313 Sonny Bono Terminal Large Panel Window Standoff
314 Sonny Bono Terminal Large Panel Window Standoff
600A1301 Sonny Bono Terminal Pole Mounted Digital/Static
600 e/302 Sonny Bona Terminal Pale Mounted Digital/Static
Tel)* Sonny Bono Terminal Charging Station
206 Walkway to 12-20 Pedestal Vertacular 1 Sided
207 AB Walkway to 12-20 Pedestal Vertacular 2 Sided
208 AS Walkway to 12-20 Pedestal Vertacular 2 Sided
209 AB Walkway to 12-20 Pedestal Vertacular 2 Sided
210 AS Walkway to 12-20 Pedestal Vertacular 1 Sided
TBD* Atrium inside Front Entrance Various Banner Locations
TBD* Courtyard Various Auto Display Locations
*These specific displays/locations are to be determined. Page 2
Baggage Claim
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Touchscreen Hotel Kiosk
:.ggage Deck r .
Vertical Oriented Digital Display
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Courtyard & Security Exit
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Exact Locations to be determined-
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Gates 1
2-20 Regional Terminal
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\lertical oriented Digital Display*
*Exact Location/Design to be determ
Walkway to Gates 12-20
Regional Terminal
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207 208 209 210
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Exact Locations to be determined. M::,e F __=, 1--
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Terminal Walkway
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Exact position on pole to be
determined.
303 304
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Page 7
Sonny Bono
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Existing Dioramas
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Page 8
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Pedestal Vertacular
JI Description:
One or two sided vertical display
mounted on a natural stone base that
rd-"r�; Z_ reflects other architectural elements in
=1, : the surrounding area. The base shall be
_ ---- '"i flush with the sign with a reveal
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between the two and an additional inset
reveal trim strip-TBD.The display will be
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<:,•:-•• .. brushed aluminum and feature 3/16"
tempered safety glass as the lens, held
behind the door face. As a one-sided
display it will feature a finished back
y� aluminum panel.
Graphic5ize• 69"hx47"w
# Location Display Type
204 Courtyard Pedestal Vertacular 1 Sided
205 Courtyard Pedestal Vertacular 1 Sided
206 Walkway to 12-20 Pedestal Vertacular 1 Sided ryr0 � q,
210 Walkway to 12-20 Pedestal Vertacular 1 Sided
201 Courtyard Pedestal Vertacular 2 Sided
202 Courtyard Pedestal Vertacular 2 Sided 203 Courtyard Pedestal Vertacular 2 Sided CO,j/7 fn/S Y
207 Walkway to 12-20 Pedestal Vertacular 2 Sided
208 Walkway to 12-20 Pedestal Vertacular 2 Sided
209 Walkway to 12-20 Pedestal Vertacular 2 Sided Page 9
Baggage Deck Diorama w & w/o Digital 2-Sided Display
Description: Double Sided Digital/Double Sided Static
+ + ' Brushed aluminum pedestal mounted display with a double
h
sided digital cabinet housing 46" vertical oriented screens
and a horizontal double sided static display with 43"h x 62"w
+' graphics on each face. There will be a baggage claim
identifying number on each combination display between
- = the static and digital components-exact configuration to be
determined. The display style is "glass on frame" with
- • ' • •_ t " ` decorative stainless steel pucks on the face,tempered 3/16"
safety glass as the lens and a white fritted "frame" on the
~ ` inside of the glass. Corner of the base will be flush with
reveal.
Description: Baggage Deck Double Diorama
Brushed aluminum pedestal mounted display with a
horizontal double sided static display. The display style is
"glass on frame"with decorative stainless steel pucks on the
face, tempered 3/16" safety glass as the lens and a white
fritted"frame"on the inside of the glass. Corner ofthe base
will be flush with reveal.
Graphic Size: 43"h x 62"w
# Location Display Type
108AB Baggage Claim Bag Deck Dio-2 Sided
109AB Baggage Claim Bag Deck Dio-2 Sided
11 DAB Baggage Claim Bag Deck Dio-2 Sided
111AB Baggage Claim Bag Deck Dio-2 Sided
112AB Baggage Claim Bag Deck Dio-2 Sided
1131600CD Baggage Claim Bag Deck Dio with Digital-2 Sided r y
114/600EF Baggage Claim Bag Deck Dio with Digital-2 Sided ( OMA I
115/600GH Baggage Claim Bag Deck Dio with Digital-2 Sided _, .vpauarker
116160011 Baggage Claim Bag Deck Dio with Digital-2 Sided
116/60OKL Baggage Claim Bag Deck Dio with Digital-2 Sided
Page 10
4—
Lifestyle Wall Mural
Description
Each Lifestyle Wall Mural display will
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consist of 3-panels of glass with sub-
surface graphics application. Each panel
is%"tempered glass that will be mounted
- _ with a standoff from the wall surface.
, ! G'�. The graphics will be mounted
r sandwiched between the glass and
another sheet of material producing a
relief effect from the wall.
Graphic Size: 5'h x 18'w (approx.)
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display Tyoe
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Baggage claim Lifestyle Wall Mural
Baggage Claim Lifestyle Wall Mural
Baggage Claim Lifestyle Wall MuralBaggage Claim lifestyle Wall MuralBaggage Claim Lifestyle Wall Mural /Baggage ClaimLifestyle Wall Mural �Q/TLY Baggage Claim Lifestyle Wall MuraltiPwrre
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Wall Mounted Vertacular
Description: Wall Mounted Vertacular
m .w ,M.•CO,U,,�, Brushed aluminum surface vertical mounted display. Display style
is glass on frame with decorative stainless steel pucks on the face,
tempered 3/16"safety glass as the lens and a white fritted "frame"
on the inside of the glass. The display also features a standoff
- mounting system that extends directly behind the puck location to
' e .
•rrWN 1 �� rdi • 1
the mounting point.
i�. ...r Graphic Size: 69"h x 47"w
# Location Display Tyne
121 Baggage Claim Wall Mounted Vertacular
122 Baggage Claim Wall Mounted Vertacular
123 Baggage Claim Wall Mounted Vertacular
124 Baggage Claim Wall Mounted Vertacular
125 Baggage Claim Wall Mounted Vertacular
126 Baggage Claim Wall Mounted Vertacular
127 Baggage Claim Wall Mounted Vertacular /�L!
128 Baggage Claim Wall Mounted Vertacular C'�/Zv
129 Baggage Claim Wall Mounted Vertacular
401 Gates12-20 Wall Mounted Vertacular -= AT"rel 4 f
Page 12
Wall Mounted Diorama
Description:
$ R9nd•rinp Larq•gafas•1•In tba R•aLTim•P•Rhanon Q•�rylpBrushed aluminum surface horizontal
�p Wen v.•rnW rM Jwin mw mounted frame"
glass on
with rrnTr'�r�'r�.l�w,rr�rr•. srti�I��•�4wn�waw�
�i��r-�wrrti+i�•wrw�• T� decorative -
el pucks on the
�Yti.
�IwJ I �y.p�v�nface, tempered
1 • white fritted on • of
the glass.The display also features a standoff
r•Zw�i' . �r Z�w� rmountingsystem that extends
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'Frlw �w behind pucklocation tothe mounting
point producing a reveal effect from the
Lpcaflon
Display Type118 Baggage Claim Wall Mounted Diorama
• Baggage Claim Wall Mounted Diorama
120 Baggage Claim Wall Mounted Diorama 00
Glass Mounted Display Options TBD
w F, Description:
Brushed aluminum surface horizontal
mounted display with a graphic size to
_ _ be determined. The display style is
h _-_'_ ••-- - - - "'-'• - "glass on frame" with decorative
stainless steel pucks on the face,
tempered 3/16" safety glass as the lens
j t * and a white fritted frame on the inside
of the glass. The display can either be
o x, ,,G single side or double sided due to the
j" Ewa mounting location.
t;' I Graphic Size: TBD
oil
a:naw�
# Location Display Type
130 Security Wall Mounted Glass
131 Security Wall Mounted Glass
132 Security Wall Mounted Glass
TBD* Security Wall Mounted Glass CQ/�LY
TBD* Security Wall Mounted Glass C
Adpwyhn�-ej
"These specific displays/locations are to be determined.
Page 14
Wall Mounted Digital Display
Description:
w Brushed Aluminum cabinet to house a
52" Digital screen. The display will be
top hinged with gas lifts and will hold
_ I 3/16"tempered safety glass as the lens.
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r•
# Location Display ype A pr au�
600M Gates12-20 Wall Mounted Digital Display
COMFY
Page 15
Uri
Wall Mounted Exterior Vertacular
Description:
Aluminum surface mounted vertacular
display that features a white trim piece
to reflect mid-century architecture. The
display will hold 3/16" tempered safety
r✓1J-J PI glass as the lens behind the door frame.
Y-` Display will feature a reveal effect from
wall.
Y
f tom
# Location Display Type
303 Sonny Bono Terminal Wall Mounted Exterior Vertacular
304 Sonny Bono Terminal Wall Mounted Exterior Vertacular
co/I?cr
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Page 16
Pole Mounted Digital / Static Display
Description:
Aluminum cabinet to house a 52" Digital
_ screen, that will be mounted to an
�g`� ''•• existing pole by the use of mounting
rr --` y-! " collars that will be consistent with the
existing hardware used on the pole and
y, throughout the concourse area. This
T' display will also feature trim pieces that
will reflect the mid-century
architectural style.
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A G- ctr fir.
Exact position on pole to be
determined.
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9 Location Display lyne
600Al301 Sonny Bono Terminal Pole Mounted Digital/Static Mom,
6006/302 Sonny Bono Terminal Pole Mounted Digital/Static /�N
C�/i
Page 17
Large Panel Wall Standoff
Description:
_ Large 5-paneled glass display with sub-
surface graphics application. Each
panel is YV tempered glass that will be
mounted with a standoff from the wall
surface. The graphics will be mounted
sandwiched between the glass and
another sheet of material producing a
y' relief effect from the wall.
1
:3. r Panel Size: 5'h x 30'w
-- :� (approximate)
w►w �rr
# Location Display Type
308 Sonny Bono Terminal large Panel Wall Standoff fti' �P7"k�
309 Sonny Bono Terminal Large Panel Wall Standoff
313" Sonny Bono Terminal Large Panel Window Standoff �^ /��
314" Sonny Bono Terminal Large Panel Window Standoff f. O L,I
These specific displays/locations are to be determined. ,. mpoer
Page 18
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This page intentional left blank.
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AIRPORT DISPLAY ADVERTISING
CONCESSION AGREEMENT
PALM SPRINGS iNTERNATiONAL AIRPORT
This Concession Lease Agreement (`Agreement') is made and entered into effective this
day of 2009 (the"Effective Date") by and between the City of Palm Springs, a
California charter city and municipal corporation ("City"), and U.S. Enterprises, Inc. d/b/a
Corey Airport Services, a Georgia corporation ("Concessionaire").
RECITALS
A. The City owns and operates Palm Springs International Airport("Airport") located in Palm
Springs,California for the convenience of the general public.
B. The City has detennined that it is desirable to have a high quality, professionally designed
and managed advertising concession that will maximize advertising revenues, facilitate passenger
flow and be architecturally compatible with the Airport
C. in response to Request for Proposals, the Concessionaire has submitted a proposal to
develop and manage the display advertising Concession at the Airport-
D. The City approved the selection of the Concessionaire to operate and manage the display
advertising concession on the Airport.
NOW,THEREFORE, in consideration of the mutual covenants, terms, conditions,
privileges, obligations and agreements herein contained, and other valuable considerations,
the City and the Concessionaire hereby mutually undertake, promise and agree, as follows:
Article 1
Definitions and Interpretation
1.01 Definitions
Except as otherwise clearly indicated by the context, the following words, tern-is and phrases
wherever used in this Agreement shall, for the purpose of this Agreement, have the following
meanings:
1. "Advertisements" means advertising copy, advertising materials, and any manner of
commercial presentation.
2. "Agreement Year" rneans the twelve month period from November 1st to October 3 1" of
each year of the Tenn.
3. "Airport"means the Palm Springs International Airport.
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LF.. "Assigned Area(s)"means the areas at the Airport shown on Exhibit"A" to this
Agreement that the Concessionaire is authorized to use for the operation of the Concession as
provided in this Agreement.
5. "City"means the City of Palm Springs, a California charter city and the owner and
operator of the Palm Springs International Airport and governed by the City Council of the
City of Palm Springs.
6. "City Manager'means the City Manager of the City or the designee or designees of
the City Manager.
7. "Commencement Date"means June 1, 2009.
S. "Concession" means the right,privilege,and obligation to develop,maintain and operate the
Program pursuant to Section 3.01 of this Agreement and subject to all requirements and
limitations provided in this Agreement.
9. "Concessionaire" means U.S. Enterprises, Inc. d/b/a Corey Airport Services, a
Georgia corporation and includes its contractors, employees, partners, invitees, agents, or anyone
operating on behalf of Concessionaire.
10. "Advertiser"means any person or entity that contracts with the Concessionaire for the
provision of advertising services of any kind at the Airport.
11. "Fixed Improvement"means any alteration, addition, annexation or improvement to
the Assigned Areas or a portion thereof which cannot be removed or changed without material
damage to, or destruction of, either itself or the Assigned Areas or a portion thereof.
12. "Gross Revenues" means all monies or other consideration paid to or payable, cash
or credit, to Concessionaire for sales made and for services rendered at or from the Airport,
regardless of when or where the order- therefore is received, or delivered, whether on a cash
basis or credit. Each sale upon installment or credit shall be treated as a sale for the full price
in the month during which such sale shall be made, irrespective of the time when any
payment is received. There shall be allowed, when properly recorded and accounted for as a
reduction from Gross Revenue the following.
a. Actual advertising sales commissions paid and documented by Concessionaire
to a recognized third party sales/advertising agency other than Concessionaire or any
company affiliated with Concessionaire, such commissions not to exceed 15%.
b. Amounts owed which Concessionaire deems un-collectible after diligent
collection efforts. hi no event shall more that 2.5% of Concessionaire's Gross Revenue
be deducted from total revenues as "bad debts." When Concessionaire
after diligent collection efforts is unable to collect amounts due from an advertiser
upon which Concessionaire had previously based Percentage Fee payments, such
bad debts shall be deemed un-collectible and an appropriate adjustment shall be
made in Concessionaire's subsequent statements and Percentage Fee submissions.
The uncollectable bad debts will be accrued and deducted from Concessionaires
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Percentage Fee at such time as Concessionaire commences paying such Percentage
Pee. If Concessionaire collects bad debts after adjustments are made to Gross
Revenues, then an appropnate adjustment shall be made to subsequent revenue statement and
Percentage Fee submission. This adjustment shall exclude external collection costs.
C. Sales or excise taxes that are imposed by law and paid to a government entity. This
provision shall not allow Concessionaire to exclude from Gross Revenues the
concession fees or Min inurn Annual Guarantee specified in Article 4 herein_
d. The actual amount of a credit or refund given to an advertising customer resulting
from the delay in the cominencenrent of the advertising display provided such delay was not
caused by Concessionaire.
13. "Hazardous Materials"means any substance, Chemical, or waste which at any time shall
be defined as hazardous, toxic, or dangerous under applicable Federal, state or local laws or
regulations that govern (1) the existence, cleanup, or remedy of contamination on property; (2)
the protection of the environment from spilled, deposited, or otherwise emplaccd contamination; (3)
control of hazardous wastes; or (4) the use, generation, transport, treatment, removal, or recovery of
hazardous substances,including building materials.
14. "Tntenm Term" means the period between the Corunencement Date and the Tenn
Conunencernent Date.
15. "Minimum Annual Guarantee" means the minimum concession fee payable by
Concessionaire to City of Two Hundred and Fifty Thousand Dollars ($250,000.00) for the first
Agreement Year and Three Hundred Thousand Dollars ($300,000.00) 1'or each successive
Agreement Year during the Tem 1 in the manner provided in Section 5.01 of this Agreement.
16. "Minimum Capital Investment" means at least Three Hundred Thousand Dollars
(5300,000.00) for the cost paid to contractors and/or subcontractors for improvements,
furnishings, fixtures, and equipment (exclusive of leased equipment)required under the Prograrn.
The term "Minimum Capital Investinent" includes architectural and engineering costs which are
not to exceed ten percent (10%) of the minimum construction expenditures, and does not
include any finance or interest expense, supervisory or overhead costs, or any other markups of any
kind of Concessionaire or any fees payable to the City under Article 4 or Article 5 of this Agreement.
IT "Operating Equipment" means persornal equipment and trade fixtures that are furnished,
installed, or used by the Concessionaire in its operations on the Airport. It does not include Fixed
Improvements, nor does it include displays or decorations that are of a seasonal or temporary
promotional nature.
18. "Percentage Fee"means an amount equal to 50%of gross revenues For fbe first$700,000.00
of Gross Revenue in an Agreement Year and 60%of all revenues in excess of$700,000.00 in Cross
Revenues in an Agreement Year.
19. "Program"means the connprebensive advertising program, integrated and coordinated
with respect to design, quality, and content for the Airport, as described in Exhibit "A" to
this Agreement.
20. "Rules and Regulations" means the provisions of Title 16 0£One Pahnn Springs Municipal
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Code, as may be amended form time to time, and any rules and regulations of the City Manager
promulgated thereamder.
21. "Tenn"means the term of this Agreement as provided in Article 2 of this Agreement.
22. "Term Commencement Date" means November 1,2009,
Article 2
Term of A regr enient
This Agmeinent shall become effective upon execution by all parties.The Twin of this Agreement
shall be a period of five (5) years, commencing on the Term Cotntnencement Date and terminating on
October 31,2014 unless sooner terminated in accordance witli this Agreement Any occupancy or use of the
Assigned Areas by Concessionaire prior to the commencement of the Tenn shall be subject to all terns and
conditions ofthis Agreement
Article 3
Use of Assigned Areas and Operation of Concession
3.01 Grant of Privilege
1. The City hereby grants to Concessionaire the rights to operate, maintain, and provide
the Concession and Concessionaire shall install and maintain the Program. Under this
Program, Concessionaire shall have the right to establish, operate, service, and maintain
quality, expertly designed commercial advertising displays, including without limitation: flat
screen cases, free-standing displays, wall mounted displays, dioramas, interactive kiosks,
brochure racks, digital advertising media, wall wraps, video, directories and other similar
advertising for the purpose of promoting or displaying the products or services of various
industries, manufacturers, companies, agencies, and persons fully consistent with the
requirements of this Agreement. The specific locations for displays are the Assigned Areas.
No advertising shall be permitted at the Airport out of the Assigned Areas_ Any additional
areas made available for advertising at the Airport by the City shall be added to Exhibit "A"
and shall be approved as an amendment to this Agreement. Concessionaire shall have the
exclusive advertising use of all Assigned Areas.
2. Concessionaire shall be responsible for the Program within the Assigned Areas at the
Airport and shall apply the financial, marketing, and administrative resources of its
organization to the implementation of the Prograui. Through its national, local and regional
organization, Concessionaire shall:
a. Develop, on a continuing basis, an integrated business plan for advertising at
the Airport.
b. Follow quality criteria that recognize the need for integrity of design and
advertising content appropriate to the prestige and dignity of the Airport.
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C. Practice space utilization planning which will recognize and meet the
needs of all advertising classifications and insure maximum revenue
return to the City consistent with the scope and integrity of the advertising
master plan.
d_ Provide a sales organization, including a full time locally based concession
manager with ability and experience of suPlicient scope to solicit and sell local,
regional, and national advertising for display at the Airport, with a primary
emphasis on local advertising.
e. Provide advertising and display equipment and fixtures that arc consistent
with the architectural design of the Airport.
3. Except as provided elsewhere in this Agreement, Concessionaire shall be solely
responsible for all expenses associated with planning, implementing, refurbishing,
maintaining, and operating the Program provided for in this Agreement, whether or not
advertising displays and equipment were installed by Concessionaire. This includes, without
limitation, the cost of utility cormections Cot all equipment within the assigned areas.
4. The City reserves the right to add or modify advertising locations and formats, at any
time, which may benefit the Airport, provided the City Manager consults with Concessionaire
before affecting such additions or modifications. These changes may include without
limitation video screens on the baggage claim carousels, a terminal directory, outdoor
advertising, wall wraps, and other fonnats/technologies that may become available in the
future. All costs associated with the development of advertising materials or modification of
equipment shall be the sole responsibility of the Concessionaire-
5- Upon execution of this Agreement, the Concessionaire shall have rights of ingress and
egress to and fi-om the Assigned Areas, including but not limited to common use roadways,
subject to the Rules and Regulations. Such rights of ingress and egress shall apply to the
Concessionaires employees, customers, agents, contractors, suppliers, and other authorized
individuals.
G. Concessionaire shall use its best efforts to reasonably cooperate with the City and the
City's current advertising concessionaire to ensure a seamless transition of responsibility From
the current Concessionaire to the Concessionaire and minimize any disruption in the
provision of advertising services at the Airport. The City shall use its best efforts to
reasonably cooperate with the Concessionaire to ensure that the City's removal of the
advertising displays owned by the current concessionaire and the repair and/or restoration of
the surrounding Terminal areas, at the City's sole expense, is done in a timely manner.
3.02 Exclusions from Agreerent
The following advertising rights are not included under this Agreement:
a. Internet Services. This includes but is not limited to self-service
monitors, intemet kiosks, or other paid or advertising supported interret
services at the Airports.
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b. Retail display advertising on tenant premises except as approved by the
City Manager-
C. Advertising on bus terminals or benches.
d. Group welcome related, Airport related, or Airport directed information and
promotions
3.03 Use of Airport Facilities
1. The Concessionaire shall use the Assigned Areas only to operate the Concession.
Concessionaire shall not maintain any other use within the Assigned Areas unless previously
authorized by the City Manager in writing, which authorization may be withheld in the City
Manager's sole discretion. Concessionaire shall use its best efforts in every proper manner to
maintain, develop, and increase the sales of advertising developed under the Program.
2. if requested by Concessionaire, Concessionaire shall be provided an unfurnished
office of approximately one hundred and seventy (170) square feet on the second Floor of the
main terminal at the Airport. The office will be occupied by a manager or a representative of
Concessionaire during normal business hours of the Airport unless otherwise approved by the
City Manager. A separate lease for this space will be approved by the City and the
Concessionaire and will provide that Concessionaire will pay the City Four Hundred and
Forty Dollars (S440) for rent including utilities, one parking space at no cost to
Concessionaire in the City's employee parking lot available at all times, and access to no cost
visitor parking for advertisers or other persons doing Airport business with the
Concessionaire at the Airport.
3. Concessionaire shall pay the City Three Hundred Dollars (S300.00) per month for
utilities, including electrical services.
3.04 Ad'usnment and Relocation of Assigned Area
The City reserves the right to relocate any Assigned Areas and any other area in which
Concessionaire is granted the privilege to conduct its Concession. The decision of the City on
any advertising locations shall be final. Such relocation demands shall be provided to
Concessionaire in writing from the City Manager at least sixty (60) days prior to such
needed action unless such relocation results from an emergency, in which case notice which
is reasonable under the circumstances shall be given. The Minimum Annual Guarantee
and/or Percentage Fee shall be adjusted in accordance with the impact on exposure of the
public to Concessionaire's additional or modified locations and formats as reasonably
determined by the City Manager.. Any additional areas made available for advertising
at the Airport by the City shall be added to the Assigned Areas. The reasonable cost of
such relocation shall be bonne by the City. A revised Exhibit "A" shall be substituted to
show any additions or deletions to the Assigned Areas.
3.05 Use of Terminal Buildin--
Concessionaire shall have the right of use, in common with others authorized to do
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so, of the common areas in the Terminal Building; provided, however, that such use shall be
subject to and consistent with the Rules and Regulations.
3.06 Parking
Concessionaire shall have the right to utilize vehicular parking facilities for
Concessionaire's employees in a manner and of a type similar to or equal to that provided ("or
employees of other Airport tenants or concessionaires_
Article 4
Advertising hates and Standards
4.01 The Concessionaire shall submit to the City Manager, on an annual basis, a schedule
of monthly rates to be applied to the advertising locations. Advertising locations may be
subject to quantity purchase and other incentive discounts and to standard/sales advertising
agency deductions or commissions as expressly provided in this Agreement.
4.02 Concessionaire shall obtain the City Manager's approval before any advertising
display shall be placed in any location allocated for such purpose. The number, type, size, and
content of all Advertisements within the Airport is subject to the approval of the City
Manager and shall not contain nudity, profanity, pornography, or any content which the City
Manager reasonably detennines, in his or her sole discretion, is harmful to the public peace,
safety,health, and/or wel Fare.
4.03 Concessionaire further agrees that it will not display or advertise locations, businesses,
facilities, activities, or events in other desert communities or other warn-weather, winter
resort areas in California, Arizona, Nevada (including without limitation Las Vegas), New
Mexico, Florida, or Mexico unless Concessionaire receives prior approval from the City
Manager. This prohibition shall not include businesses, facilities, activities, and events in the
Coachella Valley.
4.04 Concessionaire shall not display any Advertisements reasonably disapproved by the
City Manager or which conflict with the provisions of this Article 4 and Concessionaire shall
immediately remove from the Airport upon written demand of the City Manager, at
Concessionaire's sole cost and expense, any such Advertisements. hi the event that any such
Advertisement is not removed promptly upon receipt of written demand, the City may remove
and store said Advertisement. The City shall not in any way be held responsible or liable for
any damage to any Advertisement so removed. No Advertisements reasonably considered
offensive by the City may be presented to the public. The Concessionaire will promptly
remove or modify the presentation of any Advertisement if so directed by the City Manager,
at the City Manager's sole discretion. Where any backlit or other graphic display case of
Concessionaire does not contain an Advertisement, such display case shall contain filler
graphics.
4.05 In accepting the limitations on advertising provided in this Article 4, Concessionaire
waives any and all rights it may have regarding the regulation of content of its advertising
displays at the Palm Springs International Airport and will hold the City harmless for any
damage or loss of income it may suffer as a result thereof.
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Article 5
Fees
5.01 Tenn Minirnurn Annual Guarantee and Percentage Fee
During the Tenn of this Agreement, Concessionaire agrees to pay to the City for the
privileges provided under this Agreement, a monthly fee equal to the Minimum Annual
Guarantee or the Percentage Fee, whichever is greater, for each calendar month for each
Agreement Year. All such payments shall be due on the twentieth (20"') calendar day of the
month immediately following the month in which Gross Revenue was generated. In any
Agreement Year during the Term, in the event the total number of passengers passing tlnzough
the Airport (the "Total Passengers") declines by twenty percent (20%) or more from the Total
Passengers for the calendar year 2009, the Minimum Annual Guarantee shall be reduced by
the same percentage as the reduction of Total Passengers for the Agreement Year in question
and shall remain at that arnount until the Total Passengers for any Agreement Year are not
less than twenty percent (20%) of the Total Passengers for 2009- The City shall provide
Concessionaire with the Total Passenger figures for each Agreement Year within ninety (90)
days following the end of such Agreement Year. The Minimum Annual Guarantee shall be
increased or decreased, as the case may be, retroactive to the first day of the Agreement Year
after the Total Passenger figures have been delivered to Concessionaire.
5.02 Procedure for Payment of Fees
1. Both the City and the Concessionaire acknowledge and agree that the
Concessionaire's monthly payments of the Percentage Fee and Minimum Armual Guarantee
during the Term shall be computed and reconciled on an annual basis on or before the
twentieth (20`h) calendar day of the next calendar month following the last calendar month of
the Agreement Year.
2. No later than one hundred twenty (120) days after the end of Concessionaire's fiscal
year, Concessionaire shall Furnish to the City the written statement of a Certified Public
Accountant stating that the Privilege Fee paid by the Concessionaire to the City pursuant to
this Agreement during each of Concessionaire's fiscal years is accurate. Such statement shall
also state Gross Revenues as shown on the books and records of Concessionaire that were
used to compute the Privilege Fee made to the Director of Aviation during the period covered
by the statement.
I If, at the end of any Agreement Year, the total amount of monthly hnstalhnents of the
Percentage Fee paid by Concessionaire for such Agreement Year is less than the total amount of the
Percentage Fee required to be paid by Concessionaire for such Agreement Year, Concessionaire shall
pay the amount of such deficiency on or before the tirnne Concessionaire provides its Annual
Statement as provided in this Agreement. hi the event that any additional Privilege Fee shall be
determined to be rightly due and owing by any audit of Concessionaire's books and records,
such arnount shall forthwith be paid by the Concessionaire to the City with interest thereon at
the rate of twelve percent (12%) per annum from the date such additional Privilege Fee
became due; provided, however, that the foregoing not be applied to amounts contested in
good faith by Concessionaire.
4. If, at the end of any Agreement Year, the total arnount of monthly installments of the
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Percentage Fee paid by Concessionaire based on Gross Revenues for such Agreement Year
exceeds the total aniount of Percentage Fee required to be paid by Concessionaire for such Agreement
Year as indicated in Concessionaire's Annual Statement, Concessionaire shall receive a credit
equivalent to such excess which shall be credited by City to the next ninthly payment due from
Concessionaire to City under this Ageerncnt,or City may at its option pay Concessionaire in one lump
sum within sixty(60)days thereafter. Vat the end of the final Agreement Year the total amount
of Percentage Fee paid by Concessionaire exceeds the total annount of Percentage Fee required to
be paid by Concessionaire for such Agreement Year, such excess shall be refunded to
Concessionaire within sixty(60) days after Concessionaire has vacated the Assigned Areas at the
conclusion of this Agreement and the Assigned Areas are in the condition required by this
Agreement, and any other sums due City from Concessionaire under this Agreement have been paid
in Bull or deducted there6-om.
5. Unless specifically stated otherwise in this Agreement, all Fees or other charges required to
be paid by Concessionaire pursuant to this Agreement shall be due and payable as indicated
herein, and shall incur a late charge if not received within ten (10) calendar days after
Concessionaire's receipt of written notice of such default. In the event Concessionaire fails to pay
any monthly installment of Fees within ten (10) calendar days after Concessionaire's receipt of
written notice of such default, then Concessionaire shall pay a late charge of five percent (5%) of the
amount in default as liquidated damages for failure to make prompt payment. The parties agree that
such late charge represents 'a fair and reasonable estimate of the costs and expenses City will incur by
reason of late payment by Concessionaire. Acceptance of such late charge by City shall in no
event constitute a waiver of Concessionaire's default with respect to such overdue amount, not
prevent City from exercising any of the other rights and remedies granted in this Agreement. In the
event Concessionaire pays the late charge set forth hereunder but fails to pay contemporaneously
therewith all unpaid amounts of Fees, City's acceptance of this late charge payment shall not
constitute a waiver of Concessionaire's default with respect to Concessionaire's nonpayment nor
prevent City ftom exercising all other rights and remedies available to City under this Agreement, at
law or in equity.
5.03 Good Faith Administration
Concessionaire shall not use any system, method, practice, or technique that results in, or
is designed to circumvent or shift the Concessionaire's Percentage Fee obligation wader this
Agreement. The final detennunation on this issue shall be at the discretion of the City Manager.
Examples include, without limitation: (a) Concessionaire must equally distribute Gross Revenues
among displays of differing percentage rents when selling packages; (b) any cost based exclusions
from Gross Revenue are for the actual costs of providing a service or product, costs that are actually
passed along to a third patty,and costs that are not typical business overhead in nature; Concessionaire
shall not trade,borrow,barter, or engage in any marketing practice or device that diminishes gross
revenues From the Program except as expressly authorized wider this Agreement or as otherwise
approved by the City Manager.
5.04 Adequate Consideration
It is expressly understood and agreed that City does not consider Mnniunwn Annual
Guarantee in itself a fair and adequate rate for the Assigned Areas and would not have entered into
this Agreement unless Concessionaire had obligated itself to pay Percentage Fee, which City
expects to supplement the Minimum Annual Guarantee to provide a fail and adequate return.
Therefore,if Concessionaire fails to continuously operate its business in accordance with the teens
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of this Agreement or vacates the Assigned Areas prior to Qie expiration of the Tenn hereof, City will
suffer damages and City shall have the light to treat any of such events as a material default and
breach of this Agreement and to recover such damages.
5.05 Concessionaire's Tax Obligation
Concessionaire shall be responsible for all taxes lawfully assessed against
Concessionaire's operations at the including,but not limited to any personal property taxes levied
or assessed on Concessionaire's personal property.
5.06 Concessionaire's Payment Obligations
1. Tn the event that Concessionaire disputes any Fees or other charge due hereunder,
Concessionaire shall notify City of such dispute prior to the due date for such payment. In the
event that the City does not agree with the disputed amount or if a period of more than 15 days is
required to investigate such dispute, the Concessionaire shall place such amounts in a separate
escrow account for the mutual benefit of Concessionaire and the City until such dispute can be
resolved and no late charges or interest shall be assessed on such amounts if the dispute
is resolved in Concessionaire's favor.
2. Payment by Concessionaire or receipt by the City of a lesser arnourt than the Fees or
other charges herein stipulated shall be deemed to be on account of the earliest Fees or other
charges due from Concessionaire to the City. No endorsements or statement. on any check
or any letter accompanying any check or payment as Fees or other charges shall be deemed an
accord and satisfaction, and the. City shall accept such check or payment without prejudice to the
City's right to recover the balance of any and all Fees or other charges due from Concessionaire
to the City or to pursue any other remedy provided in this Agreement or by law.
3. City may, at its option and its sole discretion, apply any payments received from
Concessionaire to any Fees, or other charges which are then due and payable. if City shall not
make any specific application of a payment received from Concessionaire, then any payment
received liom Concessionaire shall be applied first to the other charge,there to the Fee which has been
overdue for the longest period of time.No designation o l`arny payment by Concessionaire for application
to a specific portion of Concessionaire's financial obligations hereunder shall be binding upon City.
Any surns received by City after termination of this Agreement shall not constitute a Fee but shall be
received only as reirnbursernent for use and occupancy of the Assigned Areas.
4. At any time that Concessionaire has either failed to pay Fees or other charges within five
(5) days after the sarne shall be due or shall have delivered checks to. City for payments puisuant
to th s Agreement which shall have on at least three (3) occasions during the Tenn of this Agreement
(whether consecutive or not or whether involving the same check or different checks)been returned by
Citys bank for any reason, City shall not be obligated to accept any payment from Concessionaire
unless such payment is made by cashier's check or in bank certified funds.
5.07 Performance Bond
To secure the Wl ful performance of its obligations under this Agreement, Concessionaire shall
provide security in the form of a performance bond or a letter of credit or such other form as the City
Attorney may approve in the amount of Three Hundred Thousand Dollars (5300,000.00). Such security
shall be issued by a s ireLy or financial unstitution authorized to do business in the State of California and
shall be approved bythe City Attorney.
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Article 6
Construction of Assigned Areas
6.01 Condition of Assigned Areas
The City shall be responsible to repair any significant damage to the Assigned
Areas that may result from the removal of equipment, trade fixtures, and operating
agreement by the exiting concessionaire. Concessionaire's taking possession of the
Assigned Areas shall constitute Concessionaire's formal acceptance of the same and
acknowledgment that the Assigned Areas are in satisfactory condition, subject to all
field conditions existing at the time of delivery o Fpossession.
6.02 hnprovements by Concessionaire
Concessionaire shall, without cost to City, (other than City's cost incurred in
connection with the removal of current Concessionaire's displays and restoration/repair of
walls) provide the Assigned Areas with all improvements necessary for the customary
operation of the Concession in a first class manner, as set forth in Exhibit A to this
Agreement, and as listed here:
1. All structural improvements, equipment, and interior design and decor constructed or
installed by Concessionaire, its agents, or contractors, including the plans and specifications,
shall conform to all applicable statutes, ordinances, building codes, and rules and regulations.
2. No structural installations or improvements shall be made to or upon the Assigned
Areas without the prior written approval of the City Manager, which approval may be withheld
For any reason.
3. Concessionaire will not make any alterations, additions, or improvements to the
Assigned Areas or any structures thereon, without first obtaining the City Manager's
written consent. Concessionaire will obtain City Manager review and written approval
before proceeding with any improvements. Concessionaire shall also be responsible For any
damage to persons or property that may occur as a result of malting any improvements. Any
alterations, additions, or improvements to the Assigned Areas will be made by
Concessionaire at Concessionaire's sole cost and expense according to plans and
specifications approved bythe City Manager.
4. All improvements made by Concessionaire to Assigned Areas shall be of high quality.
Furthermore, they shall be safe, fire resistant, attractive in appearance, and shall require written
approval of the City Manager prior to installation.
5. Concessionaire shall submit to the City a schedule depicting the estimated time required to
complete the construction or installation of approved improverents, facilities, furniture, and
equipment for the Concession. All work shall be fully completed within five (5) months of the
Commencernent Date.
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6. Upon the Connnencement Date, Concessionaire shall immediately begin construction and
installation of the approved improvements.facilities, furnishings and equipment in the Assigned Areas
and pursue the same to completion in keeping with the schedules for completion as required above.
7. Within sixty (60) days of completion of construction, Concessionaire shall provide to City
Manager: (1)one reproducible final copy of plans for all improvements or subsequent changes therein or
alterations thereof to the Assigned Areas, signed by Concessionaire; (2) a signed statement from the
construction eontraetor(s), architect(s) and engincor(s) specifying the total construction cost; (3) a
signed statemernt that the irnprove vents have been constinrcted in accordance with the approved plans and
specifications, and in strict compliance with all applicable building codes, laws, rules, ordinances
arid regulations; and (4) a signed statement demonstrating that no liens exist on any or all of the
construction. If the total construction cost is less than the Minbnurn Capital Investment, the
differ-epee shall be paid to City within sixty (60) days after the completion of all constx-uction as
described in Exhibit A to this Agreement.
S. All Fixed Improvements made to the Assigned Areas and additions and alterations
thereto made to the Assigned Areas by Concessionaire shall be and remain the property of
Concessionaire until the expiration of the term of this Agreement, or upon temrblation of this
Agreement (whether by expiration of the tern, -cancellation, forfeiture, or otherwise, whichever first
occurs); at which tune the said improvements shall become the property of City free and
unencumbered, provided however, that any trade fixtures, signs, and other personal property of
Concessionaire not permanently affixed to Assigned Areas shall remain the property of
Concessionaire, unless Concessionaire shall fail within ten (10) days following the termination of
this Agreement, to remove such facilities in which event, at the option of City Manager,title to sane
shall vest in City at no cost to City or the City Manager may elect to exercise City rights set forth in
Us Agreement. With respect to any wall or other wraps and any artwork,graphics, posters, or other
collateral advertising material owned by advertisers,advertisers shall have 4ze right to elect to retain
ownership of such materials and remove them at their expense-
9. City Manager shall retain the ulthnate control over the quality and acceptability of the finishes
in the Assigned Areas, and all improvements and finishes shall require the written approval of the
City Manager prior to installation. The architectural/cngineering timi utilized by Concessionaire
shall be approved by the City Manager.
10. Concessionaire agrees to expend the full "Minimum Capital hnveshnent" in the
modification, famishing, and equipping of the Assigned Areas for the capital improvements
related to the Program during the first five months of the Concession and shall be fully expended
within such period. In the event Concessionaire's expenditures on the Minimum Capital Investment
exceeds Three Hundred Thousand Dollars($300,000.00),the next One 1-hi idred and Twenty Thousand
Dollars ($120,000.00) of the Minimum Capital Investment (or any lesser portion thereof) shall be the
responsibility of the City aid the City shall either reimburse Concessionaire for such costs or amortize
such costs over a twelve month period (with simple interest of 6% per annum added to any such
amount unpaid aid outstanding) and authorize Concessionaire to deduct such amortized costs fa-orn the
Fees Concessionaire is obligated to pay the City pursuant to Article 5 of this Agreement. Any costs in
excess of the Concessionaire's first$300,000-00 and the City's$120,000.00 shall bebome solely by the
Concessionaire.
11. Concessionaire shall not remove or demolish, in whole or in part, any bnnprovements
upon the Assigned Areas (excluding advertising copy) without the prior written consent of the City
Manager,which may be conditioned upon die obligation of Concessionaire to replace the same by an
improvernent specified in such consent. The City Manager shall not withhold consent
unreasonably, shall not impose unreasonable conditions, and shall state the reasons for withholding
consent.
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Article 7
Concession Operations
7.01 Operational Standards
1. The management, maintenance and operation of the Assigned Areas shall be under the
supervision and direction of an active, qualified, competent manager who shall be subject to
the direction and control of Concessionaire. The Concessionaire agrees that its employees and
contractors shall be of sufficient number so as to properly conduct the Concessionaire's
operation. The manager or other representative of the Concessionaire shall staff the office
provided in Section 3.03-2 of this Agreement. A representative of Concessionaire shall be
available by telephone twenty-four hours a day, seven days a week, and three hundred sixty
five days a year in case of emergency.
2. The operations of Concessionaire, its employees, agents, suppliers and contractors
shall be conducted in an orderly and proper manner, including all maintenance and cleaning
of advertising displays. All advertising shall be in compliance with all applicable federal, state
and local laws and regulations, including, but not limited to, laws and regulations intended to
protect the interest of consumers and the general public.
3. Concessionaire agrees that at least live percent (5%) of the advertising capacity of the
Program shall be reserved for and dedicated to advertising City marketing and tourism
information and services, including without limitation the Palm Springs Convention Center
and the Palm Springs Bureau of Tourism, approved by the City Manager, and at no cost to the
City other than costs of production which will be paid by the City.
4. Concessionaire shall use its best efforts and sound business practices to keep all
advertising displays fully occupied with revenue producing advertising. Under no
circumstances shall Concessionaire allow an advertising display to remain vacant or dark for
more than forty-eight (43) hours. Concessionaire will produce and maintain a supply of
"fillers", at Concessimnaire's sole cost and expense. All "filler" advertising shall be subject to
prior approval of the City Manager and shall be kept fresh and current. Subject to the City
Manager's prior written approval and the Advertising Guidelines, Concessionaire may install
and maintain appropriate and attractive advertising in vacant advertising displays providing
City sponsored activities or events, City marketing and tourism information or services, local
community events or services, public service announcements, information regarding local
non-profit organizations, or other similar public information. Under no circumstances shall
such advertisement include controversial social moral, political or ethical content or
messages. Concessionaire shall also offer vacant advertising displays to the City for
advertising promoting the Airport or Airport programs. Advertisements installed pursuant to
this section are intended to be short-term and temporary in nature until such time revenue
generating advertising can be secured for the location.
5. Notwithstanding any provision of this Agreement to the contrary, Concessionaire
understands and agrees that, in the event of a conflict between Concessionaire and any other
lessee or concessionaire in the Airport as to specific items to be sold or services to be
provided, the City Manager shall make the final determination as to which product or service
may be sold or provided by each concessionaire or lessee.
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6. Any Hazardous Materials used or brought onto the Assigned Areas by the
Concessionaire shall be handled, stored, transported, and disposed of in strict accordance with all
applicable federal, state, and local statutes, ordinances, and regulations. Concessionaire shall
promptly respond to and clean up any released or threatened release of any Hazardous Material into
the drainage systems, soils, groundwater, waters or atmosphere, in a safe manner, in accordance
with applicable federal, state, and local statutes, ordinances, and regulations, and as authorized or
approved by all federal, state or local agencies having authority to regulate the pennitting,
handling and cleanup of Hazardous Materials. The City Manager shall be notified inmrediately
of any release or threatened release of any Hazardous Material,
7.02 Operational Standards and Evaluation b�City
Concessionaire shall operate the Concession in accordance with the tenns of this
Agreement and the standards set forth in the Program.
7.03 Maintenance and Utilities
1. The Concessionaire shall provide at its own expense such janitorial and cleaning
services and supplies as may be necessary in the operation and maintenance of the Assigned
Areas. The Concessionaire also agrees to keep and maintain the Assigned Areas in a clean,
neat and sanitary condition, and attractive in appearance.
2. The Concessionaire agrees to maintain and make necessary general repairs to all of
the improvements, fixtures and equipment placed or installed in the Assigned Areas by
Concessionaire, including, without limitation, signs, showcases, displays, and telephone
boards. Concessionaire agrees to keep and maintain in good condition the electrical
equipment located at or on the Assigned Areas. All repairs done by the Concessionaire or on
its behalf shall be of First class quality in both materials and workmanship. All repairs shall
be made in conformity with the rules and regulations prescribed from time to time by federal,
state or local authority having jurisdiction over the work in the Concessionaire's Assigned
Areas. The City Manager shall be the sole judge of the quality of maintenance of the
advertising displays. If it is determined that such maintenance is not satisfactory, the City
Manager shall so notify Concessionaire in writing. if such maintenance is not performed to
City standards by the Concessionaire within seventy-two (72) hours after receipt of written
notice, the City or its agents thereafter shall have the right to perform the maintenance
thereof and Concessionaire agrees to promptly reimburse the City for the cost thereof, plus a
fifteen percent (15%) administrative overhead fee.
3. The Concessionaire shall, in a timely manner, provide for the adequate sanitary
handling and removal of all trash, garbage, and other refuse caused as result of the
Concessionaire's operations.
4. The City shall have the right to constrict or install over, in, under or through the
Assigned Areas new lines, pipes, mains, wires, conduits and equipment; provided, however,
that such repair, alteration, replacement or construction shall not unreasonably interfere with
Concessionaire's use of the Assigned Areas. The City will repair at its sole costs, any
dranage to Concessionaire property resulting from such activities.
5. Concessionaire shall be responsible for making all utility connections required for
operation of its advertising displays at Concessionaire's sole cost and expense. The City shall
be responsible and pay for all utilities required, used or consumed in the Assigned Areas,
including but not limited to electric, gas, telephone, garbage collection services and data and
cable utility services.
5a9sia i 14
v :
6. The City shall not be liable for any interruptions to the utility services provided at the
Airport or to the advertising displays.
7.04 City Access
The City shall have the right to enter Concessionaire's Assigned Areas to:
a Inspect Assigned Areas at n-asonable intervals during Concessionaire's regularbasiness
hours or at any time hi case of emergency,to determine whether Concessionaire
has complied with and is complying with the terms and conditions of this
Agreement,and may require Concessionaire to perform necessary repairs at
Concessionaire's own cost.
b. Performm any and all things that Concessionaire is obligated to perfonn and has failed
after reasonable notice to do, including: maintenance,repairs and replacements to
Concessionaire's Assigned Areas.The cost of all labor and materials required to
complete the work will be paid'by Concessionaire to City within ten (10)days
following dernand by the City Manager for said payment.
Article 8
Responsibility of the Citv
8.1 City Maintenance
The City shall provide finished floors, walls and ceilings for the Assigned Areas in an
"as-is" condition. The City shall be responsible for the providing of maintenance of, and
upkeep of partitions about the perimeter of the Assigned Areas, structural walls and supports,
structural roof construction, structural floor construction, exterior window walls designed
about the perimeter of the Assigned Areas, Airport security, and any required electric
connections to the Assigned Areas. The City shall also be responsible and pay for all utilities
required, used or consumed in the assigned areas, including but not limited to, gas, water,
telephone, electricity, garbage collection services and data and cable utility services. The City
shall further be responsible for the general maintenance and upkeep of the Airport outside of
Concessionaire's Assigned Areas.
Article 9
Defaults of Concessionaire and Termination by the City
9.01 General
Each of the following events shall constitute a"Default"or"I,vent of Default":
I. Any failure of Concessionaire to pay any Guaranteed Fee, Percentage Fee or any other fees,
charges or surns whatsoever due hereunder for more than tern (10) days after receipt of written notice
frorn City to Concessionaire that such amounts due hereunder were not received on the date required for
payment pursuant to this Agreement; or
2. If Concessionaire fails to remedy a default by it with respect to any of the other covenants,
conditions, and agreements contained in this Agreement, or in any rider, exhibit or other addendum
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hereto, within thirty (30) days after notice has been sent; provided, however, that in the event of
a default which does not involve the payment of money and which cannot reasonably be cured within
thirty (30) days, Concessionaire shall not be in default of this Agreement. if Concessionaire (i)
gives written notice to City, within thirty (30) days after the notice of default has been sent, of'
Concessionaire's intent to cure, and (ii) within such thirty (30) day period, delivers evidence to City
of the conunencernent of the cure, and (iii) diligently and in good faith continues said curt; and (iv)
completes said cure expeditiously,or
3. If Concessionaire abandons or vacates fine Assigned Areas or ocascs to conduct its business therein for a
period of ten(10)consecutive days;or the occurrence of aiy aut by or within the control of flee Concessionaire
which operates to deprive the Concessionaire ofthe rights,powers and In ivileges necessary for the prober conduct
ofthe concession;or
4. Ifthe Concessionaire allows any interior static advertising display to remain empty and blank for a period
longer than ten(10)days after receipt of written notice from the City Manager: or
6. Any assigrnnelt ofthe Concessionaire's interest in this Agreement without the prior written
approval ofthe City Manager,or
7. The failure of the Concessionaire to perfom-r, keep or observe any of flee terns, covenants and
obligations render this Agreement and tie Failure continues for ten(10) days after written notice by the City of
such failure;or
S. If Concessionaire shall(i) apply for or consent to die appoinuneit of or the taking of possession by a
receiver,liquidator,custodian or trustee ofiNs for of all or a substantial part of its property,(H)admit in writing its
inability,or be generally unable,to pay its debts as such debts become due;(iii)make a general assignment for the
benefit of its.creditors,(iv)cornrnenee a volunttuy case Lunde-the Federal Bankruptcy Code(as now or hereafter in
effect), (v) file a petition seeking to take advantage of cmv other law relating to bankruptcy, insolvency,
reorganization,winding-up,or composition or adjustment of debts, or(vi)take any action for the purpose of
el'Tecting any of the foregon7g;or
9. If a proceeding or ease shall be corrnne ricA without the application or consent of Concessionaire,in any
court of compete i jurisdictiorn,seelang,(1)liquidation,reorganization,dissolution,winding rip,or composition
or adjustment of debts, (ti) the appointment of a trustee, receiver, liquidator, custodian or the like of
Concessionaire or of all or any substantial part of its assets, or (iii) similar relief under any law relating to
bankruptcy,insolvency, reorgnriratiol i, winding-up, or composition or adjustment of debts, and Concessionaire
fails to controvert such action or proceeding in a timely and appropriate mariner,or m order,judgment or decree
approving or ordeing any of the foregoing shall be entered and continuer]unstayei and in effect, for a period of
ninety(90)days;or any order for relief against Concessionaire shall be entered in an involuntary case under
such Bankruptcy Code;or
10. Any representation by Concu-ssionaire, or in any report, cetifrcate, financial statement, or other
instr urimt including this Agreement or any Exhibit that the City Manager determines is false,misleading,
or incorrect in any material respect as of the date made.
9.02 City Rights upon Default
I. Upon the occurrence of a Default, the City Manager may at the City Manager's sole
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cr .r
discretion, in addition to any other right or rights which City may have, serve a written thirty (30)
days' notice of cancellation of this Agreement upon Concessionaire, and upon the expiration of
said thirty (30) days, unless the Event of Default has been cured or a cure has been reasonably
cornmenced and is diligently prosecuted by Concessionaire, this Agreement shall tenninate and
Concessionaire shall quit and surrender the Assigned Areas to City, In case of any such Default
a. All Guaranteed Fee and Percentage Fee and other sums then to be paid by
Concessionaire pursuant to this Agreement shall become due thereupon and be paid
up to the tune of such re-entry, dispossess and/or expiration, together with such
reasonable expenses as the City may incur for legal expenses, attorneys' fees,
brokerage,and/or putting the Assigned Areas in good order-
b. The City-may re-assign the Assigned Areas or any part or parts thereof, either in the
name of City or otherwise, for a teen or terms, which may at City's option be less than
or exceed the period which would otherwise have constituted the balance of the Tenn
and may grant concessions or free of fees.
c_ Concessionaire or the legal representatives of Concessionaire shall also pay
the City as liquidated damages for the failure of Concessionaire to observe and
perform Concessionaire's covenants herein contained, any deficiency between the
Guarantee Fee and Percentage Fee and other sums hereby reserved and/or
covenanted to be paid and the net amount, if any, of the fees collected on account of
the new concession or assigi rent of the Assigned Areas for each month of the
period which would otherwise have constituted the balance of the Term. In
computing such damages there shall be added to the deficiency such reasonable
expenses as City may incur in connection with reassigning, such as legal expenses,
attorneys' fees, brokerage and for keeping the Assigned Areas nn good order. The
City,at City's option,may make such alterations,repairs, decorations and replacements
as arc reasonably necessary or desirable for the purpose of reassigning the Assigned
Areas; and the malting of such alterations and/or decorations shall not operate or be
construed to release Concessionaire from liability hereunder as aforesaid.
d. The foregoing remedies and rights of City are cumulative and in addition to any
remedies the City may have in the enforcennnent of this Agreement.
Concessionaire expressly waives any and all rights of redemption granted by or
dander any present or future laws in the event of Concessionaire's eviction or
dispossession for any cause.
2. The City Manager may allow this Agreement to continue in effect, for so long as City
does not terminate this Agreement and Concessionaire's right to possession of the Assigned
Areas, in which event City shall have the right to enforce all oFCity's rights and remedies under
this Agreement including the right to recover tine Guaranteed. Fee, Percentage Fee, and arty
additional fee and other charges payable by Concessionnaire under this Agreement as they become
due under this Agreement.
9.03 Termination for Convenience.
The City may tenninate this Agreement for its convenience at any time, in whole or in
part, by giving Concessionaire written notice thereof specifying the extent of the termination
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6399131 LM1 1
and its effective date. In the event this agreement is terminated solely for Convenience
pursuant to this section 10.03, City shall reimburse Concessionaire for the unvnortizecl depreciation
arnount of the Minimum Capital Investment, if any, at the termination of this Agreement and an
Inconvenience Fee in the amount of Two Hundred and Fifty Thousand Dollars ($250,000.00). The
depreciation method shall be based on a five year straight line depreciation schedule. In no case
shall Concessionaire be entitled to anticipatory profits or consequential damages except as
expressly provided in this Section 9.03 and Concessionaire shall have no further claims
against City under this Agreement.
9.04 Right of City to Lien
The right to lien on the inventory and other property of the Concessionaire is expressly
granted to the City in any case where the Concessionaire fails to pay amounts due to the City under
this Agreement
9.05 No CityLiability for Damag
The City shall not be liable for any damage, including, but not limited to, loss of profit,
and the Concessionaire shall not make a claim of any kind whatsoever against the City, its agents'
or representatives,by reason of any action taken pursuant to this Article other than darnages arising
from the negligence or willful misconduct of the City, its employees or agents.
Article 10
Bankruptcy or Ifnsolvenc
10.01 Concessionaire's Interest Not Transferable
Neither Concessionaire's interest in this Agreement, nor any estate hereby created in
Concessionaire nor any interest herein or therein, shall pass to any trustee or receiver or assignee
for the benefit of creditors or otherwise by operation of law except as may specifically be provided
pursuant to the United States Bankruptcy Code, as amended. In the event the Concessionaire
enters into proceedings relating to bankruptcy, whether voluntary or involuntary, the
Concessionaire agrees to furnish, by certified mail or electronic commerce method authorized
by the Agreement, written notification of the bankruptcy to the City Manager. This
notification shall be furnished within five (5) days of the initiation of the proceedings relating
to bankruptcy filing. This notification shall include the date on which the bankruptcy petition
was filed, the identity of the court in which the bankruptcy petition was filed, and a listing of
City contract numbers for all City contracts against which final payment has not been made.
This obligation remains in effect until final payment of net receipts under this Agreement has
been made to the City.
10.02 Termination
In the event the interest or estate created in Concessionaire hereby shall be taken in
execution or by other process of law, or if Concessionaire's guarantor, if any, or its executors,
administrators, or assigns, if any, shall be adjudicated insolvent or bankrupt pursuant to the
provisions of any state act or the Code or if Concessionaire is adjudicated insolvent by a court of
competent jurisdiction other than the United States Bankruptcy Court, or if a receiver or trustee of
1s
63`99131 �� {
the property of Concessionaire or Concessionaire's guarantor, if any, shall be appointed by
reason of the insolvency or inability of Concessionaire or Concessionaire's guarantor, iCany, to
pay its debts as the same become due or if any assignment shall be made of the property of
Concessionaire or Concessionaire's guarantor, if any, for the benefit of creditors, then City shall
have the right to elect,by written notice to Concessionaire, to temunate this Agreement and all rights
of Concessionaire hereunder, and Concessionaire shall vacate and surrender the Assigned Areas but
shall remain liable as herein provided.
10.03 Concessionaires Obligation to Avoid Cl-editors'Proceeding
Concessionaire or Concessionaire's guarantor, if any, shall not cause or give cause
for the appointment of a trustee or receiver of the assets of Concessionaire or
Concessionaire's guarantor, if any, and shall not make any assigrunent for the benefit of
creditors, or become or be adjudicated insolvent. The allowance of any petition under
insolvency law except under the Code or the appointment of a trustee or receiver of
Concessionaire or Concessionaire's guarantor, if any, or of the assets of either of them, shall
be conclusive evidence that Concessionaire caused, or gave cause therefore, unless such
allowance of the petition, or the appointment of a trustee or receiver, is vacated within
sixty (60) days after such allowance or appointment. Any act or occurrence described in
this Section shall be deemed a material breach of Concessionaire's obligations hereunder,
and providing City with the right to elect by written notice to Concessionaire to tenninate this
Agreement and all rights of Concessionaire hereunder, and Concessionaire shall vacate and
surrender the Assigned Areas but shall remain liable as herein provided. City does, in
addition, reserve any and all other remedies provided in this Agreement or by law.
Article I I
Cancellation by Concessionaire
The Concessionaire, in addition to any other light of cancellation herein given to the
Concessionaire by the City or any other rights to which Concessionaire may be entitled by
law or otherwise, may cancel this Agreement at any time that the Concessionaire is not in
default in its payments to the City hereunder, by giving the City Manager sixty (60) days
written notice to he served as hereinafter provided, upon or after the happening of any one of
the following events:
a. Issuance by any court of competent jurisdiction of an injunction in any way
preventing or restraining the use of the Airport or any part thereof for Airport
purposes, which injunction materially affects Concessionaire's operations at
the Airport;
b. The inability of Concessionaire to use the Airport or any of the premises,
facilities, rights, licenses, services or privileges granted to the Concessionaire
hereunder because of any law or any order, rule, regulation or other action or
any non-action of the Federal Aviation Administration or any other
governmental authority, or because of fire, earthquake, other casualty or acts
of God, or the public enemy, which materially affects Concessionaire's
operations at the Airport.
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G39913.1 ( '1
c. The default by the City in the performance of any covenant or agreement
herein required to be perfornmed by the City and the failure of the City to
remedy such default for a period of thirty (30) days after receipt from the
Concessionaire oFwritten notice to remedy the same; provided, however, that
no notice of cancellation as above provided shall be of any force or effect if the
City shall remedy the default prior to receipt of the Concessionaire's notice of
cancellation.
Article 12
Laws,Regulations and Compliance
12.01 Laws and Regulations
The Concessionaire covenants and agrees that it will fully comply with all laws,
ordinances, rules and regulations for the City, the State of California, and the United States
applicable to, related to, or touching upon Concessionaire's operations within and upon the
Facilities or elsewhere at the Airport and expressly agrees that its use of and activities upon
the Airport shall be subject to all such ordinances, rules and regulations. The Concessionaire
shall furnish all licenses, permits and authorizations required for the management and
operation of the Facilities authorized herein.
12.02 Safety and Fire Regulation
The Concessionaire shall conduct its operations and activities under this
Agreement in compliance with all safety regulations and directives of the City and applicable
Federal, state and local laws. The Concessionaire shall procure and maintain such fire
prevention and extinguishing devices as required by the authority and shall at all times be
familiar with and comply with the lire regulations and orders of the City.
12.03 Airport Security
Concessionaire shall observe all security requirements of Federal Aviation
Regulation Part 139 and Transportation Security Regulation Parts 1500, 1520, and 1542
applicable parts, as' the same may be from time to time amended, and to take such steps as
may be necessary or directed by City to ensure that subcontractors, employees, invitees, and
guests observe these requirements. If City incurs any Ones and/or penalties imposed by the
Federal Aviation Administration or Transportation Security Administration or any expense
in enforcing said regulations and the City's Airport Security Program, as a result of the acts
or omissions of Concessionaire, Concessionaire agrees to pay and/or reimburse all such
costs and expense. Concessionaire further agrees to rectify any security deficiency as may
be determined as such by the City or the Federal Aviation Administration or the
Transportation Security Administration. City reserves the right to take whatever action
is necessary to recti fy any such security deficiency in the event Concessionaire fails to
remedy same.
12.04 City Issuance of Rules and Reb lation
The City Manaber shall have the right to prescribe, in its sole discretion, such
reasonable rules and regulations which in the City Manaber's reasonable judgment are
20
G39913.1 [ �
necessary or appropriate for the general well being, safety, care, and cleanliness of the
Airport
12.05 Compliance by Other Concessionaires and Concessionaires,
The City Manager shall, whenever possible, make reasonable efforts to obtain
uruforrn compliance with the City's rules and regulations; however, the City shall not be
liable to the Concessionaire for any violation or non-observance of such rules and
regulations by any user, tenant, concessionaire, invitee, licensee, or trespasser at the Airport
nor shall such violation or non-observance by a user, tenant concessionaire, invitee,
licensee, or trespasser at the Airport, constitute a waiver of the Concessionaire's obligation to
comply with City rules and regulations.
12.06 Notification of Theft or Damage
The Concessionaire shall inform the City Manager, in writing, within twenty-four(24)hours
after the Concessionaire becomes aware of any damage to or alleged theft of City property or private
property.
Article 13
indemnification and Insurance
13.01 Damage Caused by the Concessionaire
All damage to the Assigned Areas or to the Airport in any way caused by the
Concessionaire or its agents,employers,contractors,visitors,guests or invitees,shall be repaired at the expense
ofthe Concessionaire.In the event of such damage,the City shall have the option to make such repairs as are
necessary,and any charge,costs,or damages so hacuned by the City shall be paid by the Concessionaire.
13.02 indemnification-General
The Concessionaire shall defend,indemnify, and hold the City and its officers,employees and
agents completely harmless from and against any and all claims, suits,demands, actions,liabilities,losses,
damages,judgments, or lines arising by reason of injury or death of any person, or damage to any
property,including all reasonable costs for investigation and defense thereof(including,but not limited
to, attorney fees, court costs and expert fees) of any nature whatsoever arising out of the Concessionaire's
conduct of its business on the Airport,or in its use of occupancy of the Assigned Areas,regardless of where
the injury,death,or damage may occur,except to the extent such injury,death,or damage is caused City's
sole negligence or willful conduct or that of its officers,employees,or agents.
13.03 Indemnification-Violation of Laws.
The Concessionaire shall defend, indemnify, and hold the City, and its agents, officers, and
employees, completely harmless from and against any claim, suit, deinand, action, liability, loss, damage,
judgment,fine,or civil penalty and all costs and expenses of whatever kind or nature(including,but not
limited to,attorney fees,court costs and expert fees) associated therewith in any way arising fi-om or
based upon the violation of any Federal, state, or municipal laws, statutes, resolutions, or
regulations by the Concessionaire, its agents, employees, subcontractors, or sublessees, in
conjunction with the Concessionaire's use and/or occupancy of the Airport. The City shall give the
21
F39913 1 �.,Z_
Concessionaire reasonable notice of and an opportunity to defend against, any such clanns or
actions, and the City shall take reasonable actions to mitigate its damages.
13.04 Indemnification- Ailport Security
If the City is deemed to be in noncompliance with laws or regulations governing access
to secure areas of the Airport and to the areas of the airfield and said noncompliance is the result of or
due to the negligence or willful act or omission of the Concessionaire or of any of the
Concessionaire's employees, agents, subcontractors, or sublessees and such breach results in a civil
penalty action against the City, the Concessionaire agrees to rehnburse the City for all expenses,
including reasonable.attorney fees incurred by the City in defending against the civil penalty action
and for any civil penalty or settlement amount paid by the City as a result of the civil penalty
action. The City shall give the Concessionaire reasonable notice of any allegation, investigation,
or proposed or actual civil penalty which relates to acts or omissions of the Concessionaire.
13.05 Survival ofTndemnification
The provisions of Sections 13.02, 13.03, and 13.04 shall survive the expiration,
termination, or early cancellation of this Agreement for claims, suits, demands, actions, liabilities,
loss, or damage, which occur prior to the temunation or early cancellation of this Agreement.
13.06 Insurance.
1. Concessionaire shall procure and maintain, at its cost, and submit concurrently with its
execution of this Agreement, public liability and property dmnage insurance against all claims
for injuries against persons or damages to property resulting from Concessionaire's
performance under this Agreement. Concessionaire shall also carry workers' compensation
insurance in accordance with California worker's compensation laws. Such insurance shall
be kept in effect during the tern of this Agreement and shall not be cancelable without thirty
(30) days wnitter notice to City Manager of any proposed cancellation. City's certificate
evidencing the foregoing and designating City as an additional named insured shall be
delivered to and approved by City's Risk Manager prior to commencement of the services
hereunder. The procuring of such insurance and the delivery of policies or certificates
evidencing the same shall not be construed as a limitation of Concessionaire's obligation to
indemnify City, its contractors, officers and employees_
2. 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.
3.. hisurance policies carried by Concessionaire shall be with a company admitted to
22 !
639913 t
write insurance in Califonmia that has a current A.M. Best rating of not less than B++:VIII or
with a non-admitted insurer on California's List of Eligible Surplus Lines of Insurers that has
a current A.M Best rating of not less that A-;X. All insurance certificates verifying insurance
coverage and endorsements shall be provided to the City a minimum of five days prior to the
Commencement Date of this Agreement.
4, An Additional Insured Endorsement is required for the General Liability Insurance
policy naming the City, its officers, employees, and agents as additional insureds on the
policy.
5. The policies shall provide for a 30 day notice to the City prior to termination,
cancellation, or change.
6. The general liability and excess liability/umbrella policies must be endorsed to
provide that each policy shall apply on a primary and noncontributing basis ill relation to any
insurance or self-insurance, primary or excess, maintained by or available to the City or its
officials, employees, and agents.
7. 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.
s. 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.
Article 14
Gross Revenues Reports
14.01 Certified Statements
Concessionaire shall submit to the City Manager not later than the twentieth day of each
calendar month during the Term of this Agreement, or at such other intervals as specified herein, a
certified statement setting forth the Concessionaire's Gross Revenues for the preceding calendar
month. Said statement shall be in the format specified by the City Manager, shall include all
information required by the City Manager including, without limitation, separate total sales by
location and shall be certified as complete and correct by the Concessionaire's principal financial
officer. Within sixty (120) days after the expiration of each Agreement Year, the Concessionaire
shall submit to the City Manager an annual certified statement showing the amount of Gross
Revenues and itemized exclusions therefrom for the Agreement Year certified by the Chief Financial
Officer of the Concessionaire and a like annual certified and complete statement from a Certified
Public Accountant which includes an opinion that the fees paid by Concessionaire to the city during
the preceding agreement year were made in accordance with the terms of this Agreement. Such
certification does not affect the City's audit rights or supersede any City audit findings and such
statement shall be in the format specified by the City Manager_
Article 15
Records and Books;lnspectilons:Audits
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15.01 Maintenance of Books and Records
1. Concessionaire shall maintain Full and accurate books of accounts and records from which
Gross Revenues can be determined. Concessionaire shall maintain adequate accounting records in
accordance with generally, accepted accounting principles, generally accepted auditing standards and
the requirements of this Agreement, for: (i) all transactions relevant to this Agreement; and (ii) all
exclusions from Gross Revenue claimed by Concessionaire. The City Manager shall have the right
at all reasonable times to inspect and audit all such records as may be necessary to verify the
reported Gross Revenue,including State of California sales tax return records.
2. Books of accounts and records shall include detailed analysis listing all of
Concessionaire's operations at the Airport, or a result of its operation at the Airport in the form of
printed, written or electronic media. Books of accounts and records shall also include, but is not
limited to: (i) all original accounting source documents detailing transactions relevant to this
Agreement, including but not limited to: (a) original contacts, (b) monthly sales journals detailing
each transaction for the month, (c) reconciliations between the financial records and monthly
reports subritted to the City, (d) other sales related documents; and (e) all exclusions from Gross
Revenue claimed by Concessionaire.
3. For exclusions or adjustments to Gross Revenue, the Records shall include, but are not
Inited to: (a) all agreements between Concessionaire and corporate or volume customers
establishing the customers' contractual rights to rebates; (b) lists of all individual
transactions with all corporate or volume customers; (c) all individual agreements with all corporate
or volume customers; and (d) any documentation or records supporting additional reductions to Gross
Revenue.
4. Concessionaire's books of accounts and records shall be segregated from other business
matters and records of other operations of the Concessionaire. Concessionaire's records for its
operations at the Airport shall be kept separate fi-om other records and sequentially numbered for
tracking.All books of accounts and records and all other papers and files ofthe Concessionaire related to
Gross Revenues and capital under this Agreement shall be made available at the Airport within ten(10)
days of Concessionaire's receipt of the City's written request for such books and records with respect to
advertising sales at the airport.
5. In those situations where Concessionaire's sales records have been generated from
computerized data (whether mainframe, minicomputer, or PC-BASED computer systems),
Concessionaire agrees to provide the City Manager or the City Manager's representative with
extracts of data files in a computer readable format on data disks, E-mail with attached files, or
suitable alternative computer data exchange formats.
6. Records shall be so kept and mahrtained for at least five (5) years alter the end of each
Agreement Year and at least three(3)years after the expiration or tennnination of this Agreement or
in the event of a clai n by the City, until such claim of City has been fully ascertained, fixed and
paid.The foregoing books and records so required to be kept and maintained shall include wifflout
limitation all records of daily bank deposits of the entire receipts from transactions on the Assigned
Areas and invoices.
15.02 Accounting Manager,
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E39919 1 �r �
Concessionaire shall provide the name and telephone nu nber or Concessionaue's accounting
manager or the like who has a thorough knowledge of the accounting system as it pertains to this
Agreement and who will assist the City with its audit. Concessionaire will also allow
interviews of past and present employees who were involved in the financial or operational
activities of Concessionaire at reasonable tunes in cooperation with the Concessionaire.
15.03 Legal Pees
In the event that the City deems it necessary to utilize the services of internal or external
legal counsel in connection with collecting any amounts found due and owing by Concessionaire
in an audit, then Concessionaire shall reimburse the City for reasonable attorney's fees and
litigation expenses as part of the aforementioned costs incurred.
Article 16
Surrender of Occupancy
16.01 Surrender of Occupancy
When this Agreement expires or is terminated in whole or in part as provided for elsewhere in
this Agreement,the Concessionaire shall surrender the Assigned Areas and all Fixed Impzovernents
therein broom clean and in good condition and repair, with the exception of reasonable wear and
tear and damage by loss or casualty not covered by insurance which the Concessionaire is required
to maintain pru5uant to this Agreement and not otherwise attributable to the Concessionaire's fault or
negligence.
Article 17
Chanrtes&Additions to Airport;Impact of Construction,Activities
17.01 Changes &Additions to Airport
1. The City reserves the right at any time, and from time to time, to make alterations to, and to
build additional retail stores in the terminal building at the Airport, and to construct other buildings
and improvements at the Airport, including any modifications of any common areas, to enlarge or
reduce the Airport, to add decks or elevated parking facilities, and to sell or lease any part of the
land comprising the Airport, for the construction thereon of a building or buildings which may or
may not be part o f the Airport. The City reserves the right at any time to relocate,reduce, enlarge,
or reconfigure the various buildings, parking areas, and other common areas; provided, however,
that any such relocation,reduction,enlargement,or reconfiguration which affects the Assigned Area
shall result in an adjustment of the Minimurn Annual Guarantee or Percentage Fee, whichever is
applicable, in accordance with the impact on the exposure of the public to Concessionaire's
locations.
2. The City shall have the exclusive right to use all or any part of the roof of the Assigned
Areas for any purpose; to erect additional stories or other structures over all or any part of the
Assigned Areas; to erect in connection with the construction thereof temporary scaffolds and
other aids to construction on the exterior of the Assigned Areas, provided that access to the
Assigned Areas shall not be materially denied; and to install, maintain, use, repair and replace
within the Assigned Areas pipes, ducts, conduits, wires and all other mechanical equipment
serving other parts of the Airport, the same to be in locations as will not unreasonably deny
Concessionaire's use thereof. The City may make any use it desires of the side or rear walls of
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6399131 '= ,y
die Assigned Areas (including, without hrnitation, freestanding colun-rns and footings for all
coluimis), and the City, at its expense, shall repair all damage to the Assigned Areas resulting from
such work.
17.02 .Tmpact of Construction Activities
The Concessionaire recognizes that from time to time during the tern of this Agreement it
may be necessary for the City to initiate and carry forward extensive programs of construction
reconstruction, expansion, relocation, maintenance, and repair on the Airport, and that such
construction, reconstruction, expansion, relocation, maintenance, and repair may inconvenience
or impair the Concessionaire in its operation at the Airport- The Concessionaire agrees that no
liability shall attach to the City, its directors, officers, agents, employees, contractors,
subcontractors, and representatives by way of such inconveniences or impairment, and the
Concessionaire waives any right to clairn damages or other consideration for such inconveniences or
impairment provided however that the Minunu n Annual Guarantee shall be adjusted in accordance
with the impact on exposure of the public to Concessionaire's locations.
Article 18
Assimunent and Subletting
18.01 Prohibition
1. Concessionaire shall not transFer or assign thus Agreement or its interest in this Agreement
or subcontract its rights under this Agreement without die express written consent of the City,
which will not be unreasonably withheld-
2. Transfers or assignments occurring by operation of law are also prohibited. Any attempted
transfer, assign, sublease (if applicable), license, or franchise, or equivalent shall be void and
confer no rights upon any third person. No assignment, subcontract, transfer, license, franchise, or
equivalent shall relieve Concessionaire of any obligations under this Agreement. The consent by
the City to any transfer, assignment, or subcontract shall not be deemed to be a waiver on the
part of the City to any prohibition against any future transfer, assignment, or subcontract.
18.02 Procedure for Transfer
Should Concessionaire desire to make a transfer hereunder, Concessionaire shall, in each
instance, give written notice of its intention to do so to City Manager at least ninety (90) days
before the intended effective date of any such proposed transfer, specifying in such notice whether
Concessionaire proposes to assign or sublet, or enter into license, franchise or concession
agreements, the proposed date thereof, and specifically identifying the proposed transferee,
previous business experience of the proposed transferee, including without limitation copies of the
proposed transferee's last two years' income statement, balance sheet and staternnent of changes in
financial position (with accompanying notes and disclosures of all material changes thereto) in
audited Porn, if available, and certified as accurate by the proposed transferee. Such notice shall be
accompanied, in the case of a proposed assignment, subletting, license, f1mchise or concession
agreement, by a copy of the proposed assignment, sublease, license, franchise or concession
agreement or,if same is not available,a letter of cotmnitment or a letter of intent-
18.03 Required Documents and Fees
Each transfer to which City has consented shall be evidenced by a written instrument in form
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satisfactory to City, executed by Concessionaire and the transferee, under which the transferee
shall agree in writing for the benefit of the City (except as otherwise agreed in writing by the
City) to assurne, perform and abide by all of the tern, covenants and conditions of this Agreement to
be done, kept and performed by Concessionaire, including the payment of all amounts clue or to
become due under this Agreement directly to the City and the obligation to use the Assigned Areas only
Cor the purposes specified in this Agreement. Concessionaire shall reirnburse the City's reasonable
attorneys' and administrative fees uncured in the processing of, and documentation for, each such
requested transfer,not to exceed$500,whether or not the transfer is consummated.
18.04 Transfers
The term "transfer" includes, but is not limited to, transactions after the
cormnencement date in which the Concessionaire sublets, rents or otherwise permits occupancy
or use of the Assigned Areas by a third party.
18.05 Consent
If the City consents to arty transfer, assignment or subcontract, that consent shall not be
effective unless and until Concessionaire gives notice of the transfer or assigranent and a copy of
the transfer, assignment, or subcontract agreement to the City, and the transferee, assignee, or
subcontractor assumes all of the obligations and liabilities of the Concessionaire under this
Agreement.
18.06 Transfer to Wholly Owned Subsidiary
Concessionaire may transfer this Agreernent to any wholly owned subsidiary
provided that Concessionaire shall guarantee and remain secondarily liable for the
compliance with all terns and conditions of the Agreement.
Article 19
Federal Regulations
19.01 Federal Government's Emergency Clause
All provisions of this Agreement shall be subordinate to the rights of the United
States of America to operate the Airport or any portion thereof during time of war or
declared national emergency in accordance with established lawful procedures. Such
rights shall supersede any provision of this Agreement that is inconsistent with the
operation of the Airport by the United States of America during time of war or national
emergency.
Article 20
Nondise urination,DBE Participation.
20.01 Policy
It is the policy of City to promote the objectives of the United States Department
of Transportation with respect to the participation of DBE'S in DOT assisted contracts. This
policy has been,fonnulated to comply with 49 CFR Parts 23 and 26. The Concessionaire agrees
to include the statements in Paragraphs 22.02, 22.03, and 22.04 in any subsequent agreement
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639913 I � l
4
that it enters and cause those businesses to similarly include the statements in further
agreements-
20.02 Nondiscrimination
1. The Concessionaire for itself, its personal representatives, successors in interest, arid
assigns, as a part of the consideration hereof, does hereby covenant and agree that:
a. No person on the grounds of race, color or national origin shall be excluded
from participation in, denied the benefits of, or be otherwise subjected to discrimination in the
use of said Facilities;
b. That in the construction of any improvements on, over, or under such land and
the furnishings of services thereon, no person on the grounds of race, color or national origin
shall be excluded from participation in, denied benefits of, or be otherwise subjected to
discrimination;
c. That the Concessionaire shall use the assigned areas in compliance with all
other requirements imposed by or pursuant to Title 49, Code of Federal Regulations,
Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination
in Federally Assisted Programs of the Department of Transportation - Effectuation of Title VI
of the Civil Rights Act o f 1964, and as said regulations may be amended.
2. The Concessionaire assures that it will undertake an affirmative action program as
required by 14 CFR Part 152, Subpart E, to insure that no person shall on the grounds of race,
creed, color, national origin or sex be excluded from participating in any employment
activities covered in 14 CFR Part 152, Subpart E.
3. The Concessionaire assures that no person shall be excluded on these grounds from
participating in or receiving the services or benefits of any program or activity covered by 14
CFR Part 152, Subpart E-
4. The Concessionaire assures that it will require that its covered sub organizations
provide assurances to the Concessionaire that they similarly will undertake affirmative action
programs and that they will require assurances from their sub organizations, as required by 14
CFR Part 152, Subpart E, to the same effect.
5. In the event of breach of any of the above nondiscrimination covenants, the City shall
have the right to take such action as the United States Government may direct to enforce this
covenant.
20.03 General Civil Rights Provision
The Concessionaire assures that it will comply with pertinent statutes,Executive Orders and
such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color,
national origin, sex, age,or handicap be excluded from participating in any activity conducted with
or benefiting from Federal assistance.
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Article 21
Miscellaucous
21.01 Rights Reserved to the City_
All rights not specifically granted to the Concessionaire by this Agreement are
reserved to the City.
21.02 City-Not Liable
Except as specifically provided for in this Agreement the City shall not be under any
duty or obligation to the Concessionaire to repair or maintain the Assigned Areas, or any
portion thereof, or any facilities or equipment constructed thereon other than as previously
set forth herein. The City shall not be responsible or liable to the Concessionaire for any
claims for compensation or any losses, damages, or injury, including lost profits, sustained by
the Concessionaire resulting from failure of any water supply, heat, air conditioning,
electrical power, or sewer or drainage facility, or caused by the natural physical
conditions on the Airport, whether on the surface or underground, including stability,
moving, shifting, settlement of, ground, or displacement of materials by fire, water,
windstonn, tornado, act of God, or state of war, civilian commotion or riot, or any other
cause or period beyond the control of the City, except to the extent covered by the City's
insurance.
21.03 Entire Agreement
This Agreement constitutes the entire agreement of the parties hereto and may not
be changed, modified or amended, but only by a written instrument of change,
modification or amendment executed by the party against whom enforcement of any
change, modification or amendment is sought.
21.04 Relationship of the Parties
The Concessionaire is and shall be deemed to be an independent contractor and
operator responsible to all parties for its respective acts and omissions, and the City shall in
no way be responsible therefore. Nothing in this Agreement shall be construed as malting the
Concessionaire an agent or representative of the City for any purpose whatsoever. Further,
nothing in this Agreement is intended or shall be construed as in any way creating or
establishing the relationship of copartners between the Parties hereto.
21.05 Ingress and Egress
For the purpose of contract performance, the City will grant the
Concessionaire without charge therefore, the right of ingress and egress from said
Assigned Areas by the Concessionaire, its employees, contractors, suppliers, servicemen,
licensees, guests, patrons, and invitees, provided that such right of ingress and egress shall
at all times be exercised in compliance with any and all regulations promulgated by lawful
authority for the care, operation, maintenance, and protection of the Airport which apply to
all users of the Airport. For purposes of this Article, a person shall be deemed to conduct
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639913.1 -
business on the Airport if he occupies any space on the Airport or if he provides any services on the
Airport,other than utilities,on a regular or continwng basis.
21.06 Waiver ofPerfonnance
The faihire of the CiLy or the Concessionaire, in any one or more instances, to invoke a
provision, term, covenant,reservation, condition, or stipulation of this Agreement, or to enforce or
take action to enforce, or to demand perfoin-lance by the other party hereto, or to insist upon a strict
performance by the other of any of the provisions, terns, covenants, reservations, conditions or
stipulations contained in this Agreement shall not be considered a waiver or relinquislunent of the
rights to invoke enforce, demand, or insist thereon, but the same shall continue and remain in full
force and effect, and no waiver by either party of any provision, term, covenant,reservation, condition
or stipulation hereof shall be deemed to have been made in any instance unless expressed in writing. In
the event any provision contained in this Agreement is breached by either party and thereafter
waived by the other party, such waiver shall be limited to the particular breach so waived and shall
not be deerned to be a waiver of any other breach hereunder.
21.07 Specific Perfonnatice of City's Rights
City shall, have die right to obtain specific performance of any and all covenants or
obligations of Concessionaire under this Agreement, and nothing contained in this Agreement shall
be construed as or shall have the etlect ol'abridg ng such light.
21.08 Survival of Concessionaire's Oblications
All obligations of Concessionaire under this Agreement which cannot be ascertained
to have been fully performed prior to the end of the Tern or any earlier termination hereof shall
survive the expiration or tenninatiorn of this Agreement; whichever occurs earlier.
21.09 Severability
If any article,section,provision,tern or condition of Us Agreement is held to be invalid by a
court of competent jurisdiction, the remainder of this Agreement, including the remaining rights
and obligations of the City and the Concessionaire,shall not be affected thereby.
21.10 No Third Party Beneficiaries
This Agreement is for the benefit of the parties hereto only and is not intended to and shall
not create any rights in or confer any benefits upon any person or entity other that the parties
hereto.
21.11 Governing Law
This Agreement shall be governed by and in accordance with the laws of the State of
California without regard to conflicts of law principals.
24.12 Venue
To the extent allowed by law, the venue for any action arising from this Agreement
shall be Riverside County.
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639913 1 E, c:
21.13 Waiver of Jury Trial
The Concessionaire hereby waives all right to hial by jury in any claim, action,
proceeding or counterclaim by either the Concessionaire or the City against each other or any
matters arising out of or in any way connected with this Agreement.
21.14 Notices
Arty notice, demand, request, consent, approval, or columunication either party desires
or is required to give to the other party or any other person shall be in writing and either
served personally or sent by certified mail, return receipt requested to the address set forth
below. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated ferry-eight (48) hours from the
time of mailing if mailed as provided in this Section.
To City: Office of the City Manager
3200 E. Tahquitz Canyon Way
P.O. Box 2743
Palm Springs, CA 92263-2743
Office of the Airport Director
Suite OPC
3400 E. Tahquitz Canyon Way
Palm Springs, CA 92263-2743
To Concessionaire: Corey Airport Services
225 Corey Center
Atlanta, Georgia 3 03 12
Attn: President
With a copy to:
Corey Airport Services
225 Corey Center
Atlanta, Georgia 30312
Attn: General Counsel
21.16 Duplicate Counterpart Orieinals
Ras Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same instrument.
21.17 Capacity_t_o Execute
The persons executing this Agreement on behalf of the parties hereto warrant that they
are duly authorized to execute this Agreement on behalf of said parties and that by so
executing this Agreement the parties hereto are formally bound to the provisions of this
Agreement.
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24.18 Execution
The parties hereto acknowledge that they have thoroughly read this Agreement, including
any exhibits or attachments hereto and have sought and received whatever competent advice and
counsel was necessary for them to form a full and complete understanding of all rights and
obligations herein.
21.19 Transfer of Operations
Concessionaire agrees to cooperate with any substitute concessionaire at the tennination
of this Agreement,whether by lapse of time or otherwise. Concessionaire shall provide a complete
list of existing advertising agreements including the contact person for each advertising client. City
may direct Concessionaire to leave in place any wall or other wraps and any artwork, graphics,
posters, or other collateral advertising material for reuse in the Airport subject to the consent of the
advertising client.
IN WITNESS W EREOF,the parties hereto have executed this Agreoiient as o f the date first above
written.
CITY OF PALM SPRINGS
By:
Its:
U.S. ENTERPRISES, INC. d/b/a/ Corey Airport Services
By:
Its:
Attest:
Its:
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au
Airport Advertising Concessions Date: 3116100
Comparative Matrix
�irport Annuial Total ccntra�t "C P,"r�entagisof,Net,keven6es�t6�,Wipo:rt,il , Utility I City Approval
Client Passengers Term Investment 01 suyobt M I lEIj2p"nirjDjgjtsI) Fees of Advertising
PROPOSED PSP 1,600,000 5 years $300,000 Includes $250,000 50%of 50%of $300/month Yes
- (after 5 mo Startup) +($120,000 with no cause, 1st year 1st$700,000 1st 5700,000 fees for
by PSP) capital is then 60%of$700,000+ 50%of$700,000+ utilities,
During 5 mo. prorated plus $300,000
startup $250,000
Olpll 1,100,000 Nov 2005-Dec 2010 $83,600 Cancel for $46,000 25.00% 25 00% Only for No
(5 years) default only, (plus 5%/ on rev above MAG on rev above MAG telephone
Corey to year) (to 50%) (to 50%) service to
remove equip. locations
-� - 5,300,000 May 2008-Apr 2013 $324,165 Cancel for $410,000 61.20% 61.20% Airport has No
(5 years) default only; right to
Corey to prorate
remove. public
End of term utilities;no
Minimum Airp.will reimb fees for
capital unamort advertising.
investment min.cap,inv
must be made on max 5
in 1 si 18 inos year deprec.
15,500,000 Mar 2007-Aug 2013 $543,000 Cancel for $975,000 62 00% 62 00% Related to No
7.5 years default only; installation
buyout only only.
if displaced.
c
Advertising Programs