HomeMy WebLinkAboutA7040 - READY CARD CORPORATIONXgRF
F PALM 01 OSA City of Palm Springs
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Department of aviation
RATO Palm Springs International Airport
C'4� f FO AN�P 3400 E. Tahquitz Canyon Way, Suite i • Palm Springs, California 92262
IEL, (760) 318-3800 • FAX: (760) 318-3815 • TDD: ('60) 864-9527
August 9, 2021
Mr. Brian Hedberg
Executive Vice President
Ready Credit Corporation
10340 Viking Dr., Suite 125
Eden Prairie, MN 55344
RE: PSP Lease Ready Credit Corp. Option No. 2 - Agreement A7040
Approved - October 1, 2017
Dear Mr. Hedberg:
The City of Palm Springs would like to extend to Ready Credit Corporation, a
30 day notice to exercise the second one (1) year extension option, per
Section 3.0 of the License Agreement for operating the automatic credit card
machine at Palm Springs International Airport. This option will be effective
from October 1, 2021 through September 30, 2022. The same conditions of
the current license agreement will remain in effect.
We thank you for the service you and your company offer the passengers and
customers at Palm Springs International Airport.
Best Regards,
Justin Clifton
City Manager
Cc: Ulises Aguirre, Director of Aviation
Anthony Mejia, City Clerk
LICENSE AGREEMENT FOR
AUTOMATED PREPAID DEBIT CARD MACHINE
(Palm Springs International Airport)
THIS LICENSE AGREEMENT ("License") is made and entered into, to be effective the
1st day of October, 2017, by and between the CITY OF PALM SPRINGS, a charter city and
California municipal corporation ("City"), and Ready Card Corporation, incorporated in the State
of Nevada ("Licensee"),. City and Licensee may hereinafter be referred to individually as a
"Party" and collectively as "Parties."
RECITALS
A. City is the fee owner of that real property known as the Palm Springs
International Airport, located at 3400 East Tahquitz Canyon Way in the City of Palm Springs,
California ("Property").
B. The Property consists of an international airport terminal and adjacent buildings.
C. City believes that the airlines, travelers and visitors using the City's airport
terminal and related facilities would benefit from the convenience and accessibility of automated
debit card machines (DCMs) located within the Property.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
conditions set forth herein, the Parties hereto incorporate the recitals set forth above and further
agree as follows:
1.0 SERVICES OF LICENSEE
1.1 Grant of Access. City hereby grants to Licensee, its employees and agents, a
non-exclusive license and permission to enter upon and use a portion of the Property ("License
Area") for the limited purposes of operating DCMs. A site plan for the Property depicting the
License Areas, as well as the approximate location for the DCMs, is attached to this License as
Exhibit "B". The License granted herein shall be valid for the term set forth below only.
Licensee expressly acknowledges that this License is non-exclusive. Licensee further
acknowledges that the City operates a commercial and public airport on the Property, such that
City's employees, agents, tenants.. and the general public, including the traveling public and
users of commercial airline services may also access the License Areas. For the purpose of
this License, the term 'Licensee" includes the heirs, representatives, successors in interest, and
assigns of Licensee.
1.2 General Scope of Use. Pursuant to this License and for the term provided in this
License, Licensee may use the License Areas to install, maintain, and operate a general DCM
kiosk, as provided in the Scope of License attached as Exhibit "A". The final design of the DCM
kiosk, the precise location of the DCM kiosk, and manner in which the DCM kiosk will be
installed and maintained are subject to the review and approval by the City's Director of Aviation
prior to installation of the DCM kiosk. Licensee may not use the DCMs to advertise for other
businesses or events; however, Licensee may have one sign on the DCMs identifying Licensee
as the operator of the DCMs. The DCMs shall not incorporate features to attract members of
ORIGINAL BID
AND/OR AGREEMENT
the public for purposes other than the use of the DCMs.
1.3 PREPARATION OF LICENSE AREAS.
1.3.1 Familiarity with Requirements. Licensee warrants that Licensee: (a) has
thoroughly investigated and considered the Scope of License and all work and requirements
specified in the Scope of License and otherwise expected of the Licensee; (b) has carefully
considered how the Scope of License and the work and requirements should be performed and
provided; and (c) fully understands the facilities, difficulties, and restrictions (including but not
limited to all requirements of the federal government) attending performance of the Scope of
License and the work and requirements under this License. Licensee has fully investigated the
License Areas and is fully acquainted with the conditions existing in the License Areas. Should
the Licensee discover any latent or unknown conditions which will materially affect the
performance of the Scope of License, Licensee shall immediately inform the City's Director of
Aviation of such fact and shall not proceed except at Licensee's risk until written instructions are
received from the City's Director of Aviation.
1.3.2 Installation. All costs of installation shall be borne by the Licensee and Licensee
shall reimburse the City for any costs the City incurs in preparing the License Areas for use by
the Licensee, excluding any arrangement or work performed to provide electrical power
including communications, or wireless connectivity service to the License Areas accessible to
the CCM kiosk location. The CCM kiosk shall not be installed or placed into operation until the
City has been fully reimbursed its costs as provided in this Subsection.
1.4 Regulations. Licensee shall ensure that the use of the License Areas by
Licensee and its agents, officers, and employees (collectively "Licensee's Parties") during the
Term comply with all federal, state, and local laws and ordinances.
1.5 Licenses, Permits, Fees, and Assessments. Licensee shall obtain, at its sole
cost and expense, such licenses, permits, and approvals as may be required by law for the
performance of the services required by this License. Licensee shall have the sole obligation to
pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be
imposed by law and arise from or are necessary for the Licensee's performance of the services
required by this License, and shall indemnify, defend, and hold harmless City against any such
fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City
hereunder.
1.5.1 Sales and Use Tax. Licensee shall be solely responsible for the payment of all
sales and use taxes relating to any taxable transactions in connection with the DCMs.
1.5.2 Real Property Taxes. The parties expressly acknowledge that this License
Agreement is not a lease of space and real property and the Licensee has no obligation to pay
any or all real property taxes that may be assessed on the property by virtue of the Licensee
entering upon and use of a portion of the property. Notwithstanding, Licensees operation of a
DCM may become subject to taxes and that, in addition to the License Fee, Licensee shall pay
any and all annual personal property taxes assessed against the value of the DCMs in
operation. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent
date or, if City receives the tax bill, ten (10) days after Licensee's receipt of a copy of the tax bill
from City, whichever is later.
1.6 (left blank)
1.7 SECURITY
1.7.1 General. The parties acknowledge that the security of the public, the License
Areas, and the DCMs is a priority. For this reason, Licensee shall implement safeguards to
minimize security breaches.
1.7.2 Armored Courier. At all times during the term of this License, Licensee shall
maintain an agreement with an armored and bonded courier to provide service to the DCMs for
cash withdrawals, balancing, supply replenishment, and similar matters. Licensee shall be
responsible for securing such security clearances as the federal government may require for
such courier to have access to the License Areas.
1.7.3 Additional Security. Licensee shall be solely responsible for the cost of any
additional security deemed necessary in connection with the DCMs.
1.8 Maintenance. Licensee shall maintain the DCMs. All utilities provided to the
locations where the DCMs are operational including electricity, overhead lighting,
heating/cooling and common space maintenance are provided by the City. Should the Licensee
require utilities services that are not available at the location of the DCMs, the Licensee shall
have the option to procure and pay for the same with the approval of the City. When utility
maintenance is required, Licensee shall so notify the City's Director of Aviation and City shall, in
conjunction with any applicable utility company, make the necessary repairs. Any costs
incurred by City in connection with such repair of utilities for the DCMs, unless proven to have
been caused by the Licensee's operation of the DCMs, shall be paid for by the City. As further
discussed in Subsection 5.2, Licensee shall have the sole obligation to maintain the License
Areas and adjacent property free from waste, such as DCM receipts, which may be generated
in connection with the use of the DCMs.
1.9 Free from Liens. Licensee shall keep the Property and the License Areas free
from any liens arising out of any work performed, material furnished, or obligation incurred by
Licensee or alleged to have been incurred by Licensee.
2.0 COMPENSATION
2.1 License Fee. In exchange for the non-exclusive use of the License Areas
pursuant to this License, Licensee shall pay the City, within the times and manner set forth
herein, the monthly fee of fifty cents per transaction for each transaction from a DCM (less any
refunds or waived fees) occurring at the DCMs installed on the Licensed Areas. This license
fee shall be paid from a portion of, not in addition to, any transaction convenience fee received
by Licensee. Transaction herein is defined as Licensee's collection of a convenience fee for the
issuance of a prepaid debit card from a DCM.
2.2 Method of Payment. Licensee shall be solely responsible for collecting all
compensation from DCMs' customers. By no later than the twentieth (20111) day of each month
of the Term, including the twenty-fifth (251h) of the month following termination of this License,
Licensee shall pay to City all fees due City under Subsection 2.1 for the immediately preceding
month, which payment shall be accompanied by an itemized statement showing the number of
customer Transactions completed from the DCMs.
2.3 Payment Reports. By no later than April 30th of each year of the Term of this
License, and including April 30th on the year following the termination of this License, Licensee
shall provide audited financial statements, certified by an authorized officer of Licensee,
confirming the number of transactions performed and fees generated from the DCMs under this
License for the previous agreement year. Should the audited statements show any
underpayment by Licensee to City, Licensee shall pay such difference to City within ten (10)
days of City's demand plus three percent (3%) of such underpayment. Should the audited
statements show any overpayment by Licensee to City, City shall reimburse Licensee for the
actual amount of such overpayment as a credit to the following month's revenues due to City,
provided such overpayment is confirmed by the City's Department of Finance. If an
overpayment is discovered after termination of this License, City shall reimburse Licensee the
amount of the overpayment within thirty (30) business days of City's receipt of the audited
statements.
2.4 Maximum Transaction Fee. Licensee may charge a transaction fee not to
exceed Five Dollars ($5.00) to dispense debit cards at the DCMs. The transaction fee shall not
assess against or be charged to the City.
3.0 TERM
Unless earlier terminated in accordance with Subsections 8.5 or 8.6 of this License, this
License shall entitle Licensee to non-exclusive use of the License Areas for the limited purposes
described herein from October 1, 2017 through September 30, 2020 ("Term"). At the sole
discretion of the City, this agreement may be extended for two additional one (1) year option
periods. At the conclusion of this Term, unless this License has been extended by the parties
pursuant to a written agreement, Licensee must remove the DCMs and surrender the License
Areas pursuant to Subsection 5.1.
4.0 COORDINATION OF WORK
4.1 Representative of Licensee. The following principal of Licensee is hereby
designated as being the principal and representative of Licensee authorized to act on its behalf
with respect to the work specified herein and make all decisions in connection therewith: Brian
Hedberg, Executive Vice President. It is expressly understood that the experience, knowledge,
capability and reputation of the foregoing principal was a substantial inducement for City to
enter into this License. Therefore, the foregoing principal shall be responsible, during the term
of this License, for directing all activities of Licensee with respect to the DCMs. For purposes of
this License, the foregoing principal may not be replaced nor may his responsibilities be
substantially reduced by Licensee without the express written approval of City.
4.2 City's Director of Aviation. The City's Director of Aviation, or the Director's
designee, shall be responsible for the management of this License on behalf of the City. It shall
be the Licensee's responsibility to ensure that the City's Director of Aviation is kept informed of
all matters relating to the DCMs and the Licensee shall refer any decisions which must be made
by City to the City's Director of Aviation. Unless otherwise specified herein, any approval of City
required hereunder shall mean the approval of the City's Director of Aviation. The City's
Director of Aviation shall have authority on behalf of the City to sign all documents required
hereunder to carry out the terms of this License.
4.3 License is Assignable. This License shall become effective immediately and is
personal to the Licensee and may only be assigned with the express written consent of the City.
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Any attempt to otherwise assign this license without the City's express written consent shall be
void and unenforceable and shall operate to immediately terminate this License Agreement.
4.4 Independent Contractor. Neither the City nor any of its employees shall have
any control over the manner, mode, or means by which Licensee, its agents or employees,
perform the services required herein, except as otherwise set forth in this License. City shall
have no voice in the selection, discharge, supervision, or control of Licensee's employees,
servants, representatives or agents, or in fixing their number, compensation, or hours of service.
Licensee shall perform all services required herein as an independent contractor of City and
shall remain at all times as to City a wholly independent contractor with only such obligations as
are consistent with that role. Licensee shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City. City shall not in any way or for
any purpose become or be deemed to be a partner of Licensee in its business or otherwise or a
joint venture or a member of any joint enterprise with Licensee.
5.0 PROPERTY RELATED ISSUES
5.1 Waste, Damage, or Destruction: Surrender of Property. The Licensee shall not
allow any waste, damage, or destruction to occur in or to the Property or the License Areas.
When this License terminates, upon such termination, Licensee, as its sole cost and expense,
shall repair any waste, damage, or destruction and shall restore the License Areas to that
condition existing prior to Licensee's use of the License Areas. Should Licensee fail to vacate
the License Areas in a clean and undamaged condition, City may arrange for the cleaning
and/or repair of the License Areas, the cost of which will be immediately reimbursed by
Licensee.
5.2 Modification of License Area. Any future modification of the License Areas which
is required by law shall be undertaken at Licensee's sole expense, subsequent to receipt of
written approval by the City.
6.0 INSURANCE AND INDEMNIFICATION
6.1 Insurance. Prior to its ability to access the License Areas, Licensee will provide
City with proof of insurance, at Licensee's sole cost and expense, to remain in full force and
effect during the entire term of this License. The following policies of insurance shall be
maintained:
6.1.1 Commercial General Liability. Commercial General Liability Insurance written on
a per-occurrence and not a claims-made or modified occurrence basis with a combined single
limit of at least ONE MILLION DOLLARS ($1,000,000) bodily injury and property damage
including coverages for contractual liability, personal injury, independent contractors, broad form
property damage, products and completed operations. There shall be no exclusions for
continuing or progressive losses not known by Licensee to exist prior to the policy inception.
6.1.2 Other Insurance. Such other policies of insurance including, but not limited to,
casualty insurance, business interruption insurance, property insurance, and fidelity insurance,
as may be required by the nature of operations.
6.1.3 General Provisions. All of the foregoing policies of insurance shall name City
and its affiliated entities, and their respective officers, directors, agents, and employees
(collectively, "City's Parties.") as an Additional Insured and shall be primary insurance and any
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insurance maintained by City shall be excess and non-contributing. Each insurer of Licensee
shall waive all rights of contribution and subrogation against City's Parties and its respective
insurers. Each of such policies of insurance shall name City's Parties. All policies of insurance
required to be obtained by Licensee hereunder shall be issued by insurance companies
authorized to do business in California and must be rated no less than A-, VII or better in Best's
Insurance Guide. Prior to engaging in any operations hereunder, Licensee shall deliver to City
certificate(s) of insurance with the required endorsements evidencing the coverages specified
above. Such policies shall not be cancelled or materially altered to the detriment of City or
Licensee without the insurer providing City with thirty (30) days' advance written notice. City
reserves the right, in its sole discretion, to require higher limits of liability coverage if, in City's
opinion, operations by or on behalf of Licensee create higher than normal hazards and risks,
and, to require Licensee to name additional parties in interest to be Additional Insured's.
Nothing in this Section shall reduce Licensee's obligations as set forth in the Indemnity
provisions of this License.
6.1.4 Waiver of Subrogation. Licensee hereby waives all rights of recovery by
subrogation. This waiver includes but is not limited to deductible or self-insured retention
clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage,
against City, and its elected officials, officers, directors, agents, and employees, in connection
with any matters that are the subject of the License.
6.2 Indemnification by Licensee. Licensee shall indemnify, defend (with counsel
designated by City), protect and hold harmless City, City's Parties and the Releasing Parties
from and against any and all claims, demands, judgments, actions, damages, losses, penalties,
liabilities, costs and expenses (including, without limitation, attorney's fees and court costs)
arising at any time directly or indirectly from or in connection with (i) any default in the
performance of any obligation by Licensee to be performed under the terms of this License, (ii)
Licensee's use of the License Areas, or (iii) the conduct of Licensee's business or any activity,
work or things done, permitted or suffered by Licensee in or about the Property, except to the
extent caused by City's negligence or willful misconduct. The obligations of Licensee under this
Article 6 shall survive the expiration or earlier termination of this License.
Licensee, as a material part of the consideration to City, hereby assumes all risk of
damage to the License Areas, including, without limitation, injury to persons in, upon or about
the License Areas during Licensee's use of the License Areas, arising from any use of the
DCMs or other activities of Licensee or Licensee's Parties on the License Areas. Licensee
hereby waives all claims with respect thereof against City. City shall not be liable for any
damage to the License Areas, DCMs, or injury to or death of any of Licensee's Parties or injury
to or death of any other person in or about the License Areas from any cause except to the
extent caused by the negligence or willful misconduct of the City or the City's Parties.
6.3 Assumption of All Risks and Liabilities. Licensee assumes all risks and liabilities
arising out of any and all use of the License Areas by Licensee or Licensee's Parties.
6.4 Covenant Against Discrimination. In connection with its performance under this
Agreement, Licensee shall not discriminate against any employee or applicant for employment
because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual
orientation, gender identity, gender expression, physical or mental disability, or medical
condition. Licensee shall ensure that applicants are employed, and that employees are treated
during their employment, without regard to their race, religion, color, sex, age, marital status,
ancestry, national origin, sexual orientation, gender identity, gender expression, physical or
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mental disability, or medical condition. Such actions shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship.
7.0 REPORTS AND RECORDS
7.1 Reports. Licensee shall periodically prepare and submit to the City's Director of
Aviation such reports concerning the use of the DCMs as the City's Director of Aviation shall
require.
7.2 Records. Licensee shall keep, and require subcontractors to keep, such books
and records as shall be necessary to perform the services required by this License and enable
the City's Director of Aviation to evaluate the performance of such services. Records shall be
maintained for a period of three (3) years following completion of the services hereunder, and
the City shall have access to such records in the event any audit is required.
7.3 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Licensee in the performance of services under this
License shall not be released publicly without the prior written approval of the City's Director of
Aviation.
8.0 ENFORCEMENT OF LICENSE
8.1 Governing Law. This License shall be governed by, interpreted under, and
construed and enforced in accordance with the laws of the State of California.
8.2 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State, or local governmental agency having jurisdiction in effect at the time service is
rendered.
8.3 Waiver. The waiver of any breach of any provision hereunder by City or
Licensee shall not be deemed to be a waiver of any preceding or subsequent breach hereunder.
No failure or delay of any Party in the exercise of any right given hereunder shall constitute a
waiver thereof nor shall any partial exercise of any right preclude further exercise thereof.
8.4 Severability. If any paragraph, section, sentence, clause or phrase contained in
this License shall become illegal, null or void, against public policy, or otherwise unenforceable,
for any reason, or held by any court of competent jurisdiction to be illegal, null or void, against
public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences,
clauses or phrases contained in the License shall not be affected thereby.
8.5 Termination Prior to Expiration of Term. This Section shall govern any
termination of this License. The City reserves the right to terminate this License at any time,
with or without cause, upon thirty (30) days' written notice to Licensee, except that where
termination is due to the fault of the Licensee, the period of notice may be such shorter time as
may be determined by the City's Director of Aviation. The parties further agree that if Licensee:
(i) files a petition in bankruptcy, (ii) is adjudicated bankrupt, (iii) if a petition in bankruptcy is filed
against Licensee and not discharged within thirty (30) days, (iv) if Licensee becomes insolvent
or makes an assignment for the benefit of its creditors or an arrangement pursuant to any
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bankruptcy law, or(v) if a receiver is approached for Licensee or its business during the Term of
this License, City may terminate this License upon twenty-four (24) hours' written notice to
Licensee. In addition, Licensee reserves the right to terminate this License at any time, with or
without cause, upon thirty (30) days' written notice to City. Upon receipt of any notice of
termination during the Term, Licensee shall immediately cease the operation of the DCMs, and
shall clean, repair and vacate the License Areas.
8.6 Termination for Default. If termination is due to the failure of Licensee to fulfill its
obligations under this License, including but not limited to the provisions of Section 10 of this
License, City may give Licensee a thirty (30) days' written notice of termination and the reasons
therefore to Licensee. Licensee may be found to be in default for Licensee's failure to comply
with any term or condition of this License, to acquire and maintain all required insurance
policies, bonds, licenses, and permits, or failure to make satisfactory progress in performing
under this License. The City may, upon termination of this License, procure, on terms and in
the manner that it deems appropriate, materials or services to replace those under this License.
8.7 Attorney's Fees. If either parry to this License is required to initiate or defend or
is made a party to any action or proceeding in any way connected with this License, the
prevailing party in such action or proceeding in addition to any other relief which may be
granted, shall be entitled to reasonable attorney's fees and costs.
9.0 CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION
9.1 Non-liability of City Officers and Employees. No officer or employee of the City
shall be personally liable to the Licensee, or any successor in interest, in the event of any
default or breach by the City or for any amount which may become due to the Licensee or to its
successor, or for breach of any obligation of the terms of this License.
9.2 Conflict of Interest. No officer or employee of the City shall have any financial
interest, direct or indirect, in this License nor shall any such officer or employee participate in
any decision relating to the License which affects his financial interest or the financial interest of
any corporation, partnership or association in which he/she is, directly or indirectly, interested.
Licensee warrants that it has not paid or given and will not pay or give any third party any
money or other consideration for obtaining this License.
9.3 Standard Covenant Against Discrimination. Licensee covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on account
of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation,
gender identity, gender expression, physical or mental disability, or medical condition in the
performance of this License. Licensee shall take affirmative action to insure that applicants are
employed and that employees are treated during employment without regard to their race,
religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender
identity, gender expression, physical or mental disability, or medical condition.
9.4 Americans With Disabilities Act. In its operation and maintenance of the DCMs,
Licensee shall comply with the Americans with Disabilities Act with regard to reach and all
federal regulations applicable under the Act.
10.0 FAA REQUIRED PROVISIONS
10.1 Airport Concession Disadvantaged Business Enterprise (ACDBE). This license
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agreement is subject to the requirements of the U.S. Department of Transportation's
regulations, 49 CFR Part 23. The Licensee agrees to make a Good Faith effort. The Licensee
agrees that it will not discriminate against any business owner because of the owner's race,
religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender
identity, gender expression, physical or mental disability, or medical condition in connection with
the award or performance of any concession agreement, management contract, or subcontract,
purchase or lease agreement, or other agreement covered by 49 CFR Part 23.
The Licensee agrees to include the above statements in any subsequent agreement or
contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly
include the statements in further agreements.
10.2 In the event of a breach of the covenants specified in Subsection 10.1 and 10.2
of this License, City shall have the right to terminate the License and to reenter and repossess
the License Areas and the facilities thereon and hold the same as if said License had never
been made or issued. This provision does not become effective until the procedures of Title 49,
Code of Federal Regulations, and Part 23 are followed and completed, including the expiration
of any appeal rights.
10.3 License shall furnish its services on a fair, equal, and not unjustly discriminatory
basis to all users thereof and it shall charge fair, reasonable, and not unjustly discriminatory
prices for its services; provided that Licensee may be allowed to make reasonable and
nondiscriminatory discounts, rebates, or other similar type of price reductions to volume
purchases or other rational, reasonable basis. Non-compliance with this provision shall
constitute a material breach of this License and in the event of such non-compliance, City shall
have the right to terminate this License.
10.4 Licensee agrees that it shall insert the above three provisions in any agreement
or contract by which Licensee grants a right or privilege to any person, partnership, or
corporation to render services to the public on the Lease Areas pursuant to this License.
Nothing in this provision shall be construed as waiving any obligations or requirements of the
Licensee pursuant to Subsection 4.3 of this License or abrogate the rights of the City pursuant
to such subsection.
10.5 The License shall be subordinate to the provisions and requirements of any
existing or future agreement between the City and the United States relative to the
development, operation, or maintenance of the Property.
10.6 This License, and all provisions hereof, shall be subject to whatever right the
United States Government now has or in the future may have or acquire, affecting the control,
operation, regulation, and taking over of the Property or the exclusive or non-exclusive use of
the Property by the United States during a time of war or national emergency.
11.0 MISCELLANEOUS PROVISIONS
11.1 Headings. The headings of this License are for purposes of reference only and
shall not limit or define the meaning of the provisions of this License.
11.2 Counterparts. This License may be signed in any number of counterparts, each
of which will be deemed to be an original, but all of which together will constitute one instrument.
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11.3 Labor Disputes. Licensee shall give prompt notice to City of any actual or
potential labor dispute which delays or may delay performance of this License.
11.4 California Law. This License shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out of or in relation to this License
shall be instituted in the Superior Court of the County of Riverside, State of California, or any
other appropriate court in such county, and Licensee covenants and agrees to submit to the
personal jurisdiction of such court in the event of such action.
11.5 Disputes. In the event of any dispute arising under this License, the injured party
shall notify the injuring party in writing of its contentions by submitting a claim therefore. The
injured party shall continue performing its obligations hereunder so long as the injuring party
commences to cure such default within ten (10) days of service of such notice and completes
the cure of such default within forty-five (45) days after service of the notice, or such longer
period as may be permitted by the injured party; provided that if the default is an immediate
danger to the health, safety and general welfare, such immediate action may be necessary.
Compliance with the provisions of this Section shall be a condition precedent to termination of
this License for cause and to any legal action, and such compliance shall not be a waiver of any
party's right to take legal action in the event that the dispute is not cured, provided that nothing
herein shall limit City's or the Licensee's right to terminate this License without cause pursuant
to Subsection 8.5.
11.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this License, the rights and remedies of the parties are
cumulative and the exercise by either party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
11.7 Legal Action. In addition to any other rights or remedies, either party may take
legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for
any default, to compel specific performance of this License, to obtain declaratory or injunctive
relief, or to obtain any other remedy consistent with the purposes of this License.
11.8 Reservation of City Rights. City reserves the right, but shall not be obligated to
Licensee, to maintain and keep in good repair the Property or the Lease Areas. The City further
reserves the right to direct and control all activities of Licensee consistent with the provisions of
this License.
11.9 Interpretation. The terms of this License shall be construed in accordance with
the meaning of the language used and shall not be construed for or against either party by
reason of the authorship of this License or any other rule of construction which might otherwise
apply.
11.10 Integration; Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this License and this License supersedes and cancels any
and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this License. This License may be amended at
any time by the mutual consent of the parties by an instrument in writing.
11.11 Corporate Authority. The persons executing this License on behalf of the parties
10
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this License on behalf of said party, (iii) by so executing this License, such
party is formally bound to the provisions of this License, and (iv) the entering into this License
does not violate any provision of any other License to which said party is bound.
11.12 Notice.Any notice required or permitted to be given hereunder shall be in writing
and signed by the Party, officer or agent of the Party to whom it is to be sent, and shall be
either: (1) personally delivered to the Party to whom it is to be sent, or (2) sent via overnight
courier services, or (3) sent via certified or registered mail, return receipt requested, postage
prepaid to the respective addresses, or such other addresses as the Parties may specify in
writing:
To City: City of Palm Springs
Department of Aviation
Palm Springs International Airport
3400 Ea§t-Tahquitz Canyon Way, Suite 1
Palm Springs,'California 92262-6966
To Licensee: Brian Hedberg, Executive Vice President
Ready Credit Corporation
Tom,.. . . '1t^J"340VjT*g Drive, Suite 125
Eden Prairie, MN 55344
(SIGNATURE PAGE FOLLOWS)
Il
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
"CITY"
City of Palm Springs
Date: B .
David H. Ready
City Manager
APPROVED A§-Tp FORM: ATTEST
By: By: A��
Edward Z. Kotkin, Kathleen D. Hart, MMC,
City Attorney Interim City Clerk
APPROVED BY CITY COUNCIL: APPRIM,,�1� MYMMAGER �]( �
Date: Agreement No. � oD�,o� (l1�dVt�C A ` "
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"LICENSEE"
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Corporations require two notarized signatures. One signature must be from the Chairman of Board, President, or any
Vice President. The second signature must be from the Secretary,Assistant Secretary,Treasurer, Assistant Treasurer,or
Chief Financial Officer.
By: A By:
Signa re( otarized) Signature(Notarized)
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a(ad Ca& Rstl"4W1— ceJadloS ! k14r. er Gftyl- .nce
Printed Name/Title Prirfted N6rneffitle Frr ok
+ Manuel A Cevallos
NOTARY PUBLIC
MINNESOTA
My cor�EVkw Jmi.31.2022
12
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1180
A notary pubic or other officer canpleting In cerWaste verifies ony the i3111*aft itdiail"WO opted ft
docurnant to which fhis certifcale h attached,and not the tnnMulnera,soarecyt or vaiday of feat dooans+t_
State of California )
County of )
On before me.
Date Nere Inert Name and Trtle of the Officer
personally appeared
Name(a)of S (a)
Who proved to me on the basis of satisfactory evidence to be the person(s) who a name(3) Blare
subscribed to the within natrumerd and acknowledged to me that harahaMery, executed the same in
hia/hwAheir authorized eapacitAes)_and that by his%wAt w agnaturs(s)on the instrument ttie peraon(s).
or the entity upon behall of which the person(s)ailed,executed the inatr ment
I certify under PENALTY OF PERJURY under the laws
of the State of Colitomia bud the foregoing paragraph
is true and correct
WITNESS my hand and official seal.
Signature
Signature of Notary Pubic
Place Notary Seal Above
OPTIONAL
Though this section is optional.completing this information can deter alteration of the doc�urnwnf or
froudrlent reattschmera of ffis form to an unintended document.
Deacripticrt of Attached Document
Tits or Type of Document Document Date:
Number of Pages: Srgner(a) Other Than Named Above:
Capacityfies)Claimed by Signer(a)
Signer 3 Name: Signer's Name:
❑Corporate Officer—Ti ie(s): ❑Corporate Officer—Tdko):
❑Partner— ❑Limited ❑General ❑Partner — ❑Limited ❑General
❑Individual ❑Attorney n Fact ❑Individual ❑Attomey in Fact
❑Trustee ❑Guardian or Can3ervator ❑Trustee ❑Guardian or Conservfficr
❑Other ❑ Othe
Signer Is Representing: Signer Is Representing:
®2014 Naborat Notary Aaaxiabon•www.Nabma*ktwy.org•1-800-US NOTARY(1-BO0.875-M7) hwn i5907
13
EXHIBIT "A"
SCOPE OF LICENSE
Licensee agrees to provide the following services:
A. The Licensee shall be required to provide, install, operate, and continuously
maintain in proper operating condition, at its own expense, two (2) automated
Debit Card Machines (DCMs) in the locations set forth in the attached Exhibit
"B". the exact location of which will be subject to the approval of the City's
Director of Aviation. Licensee retains the right, in its sole discretion to
remove any or all DCM's that do not generate ten (10) Transactions per day
per DCM without being held in Default by the City.
B. A CCM is defined for purposes herein as a mechanical device, owned,
operated, and maintained by the Licensee, and used by its customers for the
purpose of purchasing prepaid credit cards, solely between the Licensee and
its customers on an automated basis.
C. DCMs utilized by the Licensee during the term of the License must be new
and shall present the highest appearance, be technologically state of the art
upon introduction into service, and compatible with any space limitations of
the Premises. Licensee is encouraged to propose utilization of equipment
incorporating advanced design/customer service options (such as 24-hour
customer service, constant monitoring, privacy screen, light compensating
screen and touch-screen display).
D. Licensee shall have the nonexclusive right, privilege and obligation to install,
operate and maintain (within the Airport) the DCMs.
E. For the purpose of operating the License as described herein, and for no
other purpose, the City will allow the selected Licensee, its employees,
subcontractors, suppliers, service persons, licensees, guests, patrons, and
invitees the right to use the areas of the Airport specified herein, including the
necessary rights of access and ingress and egress from the Premises.
F. Title to the DCMs equipment shall remain with the selected Licensee.
G. Licensee shall perform all alteration work necessary for the installation of its
DCMs, excluding the provision of electrical utilities to the locations for
operation of the DCMs which shall be provided by the City, at no cost to the
City and subject to the indemnification clause at Article 6.0.
H. The City will pay all utility costs related to the services provided by Licensee
under the License, except telecommunications charges in connection with
operation of the DCMs.
I. In the event the City requires the DCMs to be moved after the initial
installation, all costs associated with such move shall be paid by the City.
15
J. By no later than October 30 of each year of the term of this License, and
including September 30 on the year following the termination of this License,
Licensee shall provide a financial statement audited and certified by an
authorized officer of Licensee, confirming the number of transactions
performed and fees generated from the DCMs under this Agreement.
K. The City's Goal for ACDBE is 6.9 percent.
L. Armored Car Service
1. The Licensee armored car service will be required to submit to the
Airport, prior to commencing work in accordance with this License, a
Representative Identification List of all armed couriers and
maintenance technicians that will need access to a restricted area.
Armed personnel will be escorted by an Airport Law Enforcement
Officer at all times they are in an Airport restricted area.
2. The Licensee's armored car service will be required to submit to the
Airport, prior to commencing work in accordance with this agreement,
a copy of the service's current Firearms Policy. Said policy shall be
approved by the Airport prior to the start-up of service.
3. The Licensee's armored car service shall comply, at all times, with the
service's Firearms Policy, all local rules and regulations, and all
federal guidelines and regulations regarding the carrying of firearms at
the Airport.
M. Installation of all DCMs shall be completed within 30 days of the effective
date of this License. At least three (3) days before Licensee installs the
DCMs, Licensee shall first contact the City's Director of Aviation to coordinate
a convenient time and date to install the machines. Licensee warrants that
the installation of the DCMs shall be performed in no more than two (2)
consecutive days. Licensee shall assure that all such work is performed in a
manner so as to minimize any disruptions or interference of Airport
operations, including but not limited to, Airport pedestrian traffic. Licensee
shall further assure that any work performed hereunder shall be in a
competent, professional and clean manner. Licensee shall completely clean
all construction equipment and materials upon completion of the work.
Service and maintenance of the DCMs shall be conducted on an as-needed
basis.
16
Exhibit B
Credit Card Machine locations#1
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