HomeMy WebLinkAbout06752 - WESTJET AIRLINES AIR SERVICE INCENTIVE AGR PALM SPRINGS INT'L AIRPORT AIR SERVICE INCENTIVE PROGRAM
AIR SERVICE INCENTIVE AGREEMENT
1.AGREEMENT
A. THIS AIR SERVICE INCENTIVE AGREEMENT (hereinafter "Agreement") is
made and entered into between the CITY OF PALM SPRINGS (City), a
charter city and California municipal corporation and WestJet Airlines
(Airline).
B. Unless earlier terminated as provided elsewhere in this Agreement, this
Agreement shall continue in full force and effect for a period of twelve (12)
months, with flights commencing on November 15', 2015, and ending on April
30th, 2016, unless extended by mutual written agreement of the Parties.
C. The City and the Airline acknowledge that this Agreement is to be governed
by the terms of the Palm Springs International Airport Service Development
Incentive Program, dated June 1, 2010 (Program), as may be amended from
time to time.
2. TERM
A. The City and the Airline agree to an Air Service Incentive Agreement where
the Airline will provide increased service capacity and the additional flight
frequency consistent with the general performance standards outlined in the
Palm Springs International Air Service Incentive Program.
B. The maximum eligible marketing incentive is $60,000 (U.S. Funds).
C. Funds shall be utilized solely for the purpose of promoting the new route
and/or year to year capacity addition.
D. Funds will be adjusted and reduced on a pro-rated basis, rounded to the
nearest completed month, if the Airline leaves the market and/or discontinues
the new non-stop route or increase service earlier than the qualifying period
for which funds were allocated.
E. Funds will not be paid to the Airline until services are completed.
F. The Airline agrees to provide the City with evidence of Palm Springs
marketing expenditures prior to payment of the Funds.
G. The City Manager will review and approve of all air service incentive
payments.
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PALM SPRINGS INT'L AIRPORT AIR SERVICE INCENTIVE PROGRAM
3.ASSIGNMENT AND SUBCONTRACTING
A. The City is not obligate or liable under this Agreement to any party other than
the Airline named herein. The Airline shall not assign or subcontract with
respect to any of its flights, benefits, obligations, or duties under this
Agreement expect upon prior written consent and approval of the City.
4. AIRLINE INSURANCE
A. Airline shall obtain, maintain, and keep in full force and effect during the term
of this Agreement, at its sole cost and expense, and in a form and content
satisfactory to City, all insurance as may be required by the City's Risk
Manager.
B. Airline shall not commence any Work or Services under this Agreement
unless and until it has provided evidence satisfactory to City's Risk Manager
that it has secured all insurance required under this section.
C. In addition, Airline shall not allow any sub-consultant or subcontractor to
commence any Work or Services until it has provided evidence satisfactory to
City's Risk Manager that the sub-consultant or subcontractor has secured all
insurance required under this section. If existing insurance policies do not
meet the insurance requirements set forth herein, Airline understands and
agrees the sub-consultant or subcontractor may be required to amend,
supplement or endorse the policies to do so.
5. EXAMINATION OF RECORDS
A. The Airline agrees that the City Manager, City Attorney, City Clerk, Airport
Executive Director or any of their duly authorized representatives shall have
access to and the right to examine any books, documents, papers, and
records of the Airline pertinent to this Agreement.
B. Airline shall keep complete, accurate, and detailed accounts of all time, costs,
expenses, and expenditures pertaining in any way to this Agreement. Airline
shall keep such books and records as shall be necessary to properly perform
the Services required by this Agreement and to enable the City to evaluate
the performance of such Services. The City shall have full and free access to
such books and records at all reasonable times, including the right to inspect,
copy, audit, and make records and transcripts from such records.
C. The Airline, upon request by either, shall make all such books and records
available for examination and copying at PSP.
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6. ENFORCEMENT OF AGREEMENT
A. California Law and Venue. This Agreement shall be construed and interpreted
both as to validity and as 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 Agreement shall be instituted in
the Superior Court of the County of Riverside, State of California, or any other
appropriate court in such County, and agrees to submit to the personal
jurisdiction of such court in the event of such action.
B. Termination. City may terminate this Agreement for any reason, with or
without cause, upon giving Airline thirty (30) days written notice. Upon such
notice, City shall pay Airline for Services performed through the date of
termination. Upon receipt of such notice, Airline shall immediately cease all
work under this Agreement, unless the notice provides otherwise. Thereafter,
Airline shall have no further claims against the City under this Agreement.
Upon termination of the Agreement pursuant to this section, Airline shall
submit to the City an invoice for work and services performed prior to the date
of termination. In addition, Airline reserves the right to terminate this
Agreement at any time upon sixty (60) days written notice to the City, except
that where termination is due to material default by the City, the period of
notice may be such shorter time as the Airline may reasonably determine.
C. 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
Agreement, to obtain declaratory or injunctive relief, or to obtain any other
remedy consistent with the purposes of this Agreement-
D. Attorneys' Fees. In the event any dispute between the Parties with respect to
this Agreement results in litigation or any non-judicial proceeding, the Parties
shall be responsible for their own costs and expenses, including but not
limited to reasonable attorneys' fees, expert consultant fees, court costs and
all fees, costs, and expenses incurred in any appeal or in collection of any
judgment entered in such proceeding.
7. NO DISCRIMINATION IN EMPLOYMENT
A. In connection with its performance under this Agreement, Airline shall not
discriminate against any employee or applicant for employment because of
race, disability, medical condition, religion, color, sex, sexual orientation,
gender identity, age, marital status, ancestry, or national origin.
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8. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
A. No officer or employee of the City shall be personally liable to the Airline, 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 Airline or to its successor, or
for breach of any obligation of the terms of this Agreement.
B. The legal relationship between the Parties is that of an independent
contractor, and nothing herein shall be deemed to make Airline a City
employee. During the performance of this Agreement, Airline and its officers,
employees, and agents shall act in an independent capacity and shall not act
as City officers or employees. Airline will determine the means, methods and
details of performing the Services subject to the requirements of this
Agreement. The personnel performing the Services under this Agreement on
behalf of Airline shall at all times be under Airline's exclusive direction and
control.
C. Neither City nor any of its officials, officers, employees, agents or volunteers
shall have control over the conduct of Airline or any of its officers, employees,
or agents, except as set forth in this Agreement. Airline, its officers,
employees or agents, shall not maintain a permanent office or fixed business
location at City's offices. City shall have no voice in the selection, discharge,
supervision, or control of Airline's officers, employees, representatives or
agents or in fixing their number, compensation, or hours of service. Airline
shall pay all wages, salaries, and other amounts due its employees in
connection with the performance of Services under this Agreement and shall
be responsible for all reports and obligations respecting them, including but
not limited to social security income tax withholding, unemployment
compensation, workers' compensation, and other similar matters. City shall
not in any way or for any purpose be deemed to be a partner of Airline in its
business or otherwise a joint venture or a member of any joint enterprise with
Airline.
9. INDEMNIFICATION
A. To the fullest extent permitted by law, Airline shall defend (at Airline's sole
cost and expense with legal counsel reasonably acceptable to City),
indemnify, protect, and hold harmless City, its officials, officers, employees,
agents and volunteers (collectively the "Indemnified Parties"), from and
against any and all liabilities, actions, suits, claims, demands, losses, costs,
judgments, arbitration awards, settlements, damages, demands, orders,
penalties, and expenses including legal costs and attorney fees (collectively
"Claims"), including but not limited to Claims arising from injuries to or death
of persons (Airline's employees included), for damage to property, including
property owned by City, or from any violation of any federal, state, or local law
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PALM SPRINGS INT'L AIRPORT AIR SERVICE INCENTIVE PROGRAM
or ordinance, which Claims arise out of, pertain to, or are related to Airline's
performance under this Agreement. Under no circumstances shall the
insurance requirements and limits set forth in this Agreement be construed to
limit Airline's indemnification obligation or other liability hereunder.
10. INTEGRATED AGREEMENT
A. This Agreement contains all terms and conditions between the City and the
Airline and cannot be supplemented or modified without mutual written i
agreement.
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PALM SPRINGS INT'L AIRPORT AIR SERVICE INCENTIVE PROGRAM
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date
stated below.
AIRLINE: WESTJET AIRLINES ITY OF PALM SPRING
B
David H. Ready, Cit date),0
APPRO TO FORM ATTEST:
By: 4PR
Doug Holland, City Attorney (date) es Thompson, City Clerk (date)
APPROVED BY CITY COUNCIL: OVED BYCITY COUNCIL
Date: Agreement Number:
Corporations require two notarized signatures: One from each of he following: A. Chairman of Board,
President, or any Vice PresldEht AND . ecretary, Assistant S retary, Treasurer, As istant Treasurer,
or Chief Financial Officer.
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th who proved to me on e basis of satisfactory who proved to me on basis of satisfactory
evidence to be the person(s)whose name(s) evidence to be the person(s)whose name(s)
is/are subscribed to the within instrument is/are subscribed to the within instrument
and acknowledged to me that he/she/they and acknowledged to me that he/she/they
executed the same in his/her/their authorized executed the same in his/her/their authorized
capacity(ies), and that by his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), signatures(s) on the instrument the person(s)
or the entity upon behalf of which the or the entity upon behalf of which the
person(s) acted, executed the instrument. person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY I certify under PENALTY OF PERJURY
under the laws of the State of California that under the laws of the State of California that
the foregoing paragraph is true and correct. the foregoing paragraph is true and correct.
WITNESS my hand and official seal. WITNESS my hand and official seal.
Notary Signature: Notary Signature:
Notary Seal: Notary Seal
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PALM SPRINGS INT'L AIRPORT AIR SERVICE INCENTIVE PROGRAM
CALIFORNIA ALL-PURPOW ACKNOWLEDGMENT CML CODE§1189
A notary public a other olficer cor pklhg the certificate verifies only the identity of the Individual who signed the
document to which the certificate Is attached,and not the truthfulness,accuracy,or validity of that document.
State of California )
County of )
On before me, ,
Date Hera Insert Name and Title of fits Officer
personally appeared
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who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/am
subscribed to the within instrument and acknowledged to me that he/shelthey,executed the same in
his/her/their authorized capacity(im),and that by histherifthdr signatures)on the instrument the person(s),
or the entity upon behalf of which the per ion(s)acted,executed the instrument
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Signature
Signature of Notary Public
Piece Notary Sear Above
OP17ONAL
Though His sschrm is optional,ccmPb tlrg this irnfamation can deter alteration of the d cu nt or
/raWWent mattachment of this Rum to an unintended document.
Description of Attached Document
Title or Type of Document: _
Document Date: Number of Pages:
Signer(s)Other Than Named Above:
Capaci4fms)Claimed by Signer(s)
Signer's Name: Signer's Name:
❑Corporate Officer—Ttle(s): ❑Corporate Officer—Titles):
Cl Partner— ❑Limited ❑General ❑Partner— O Limited ❑General
❑Individual ❑Attorney in Fact ❑Individual ❑Attorney in Fact
❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator
❑Other: ❑Other.
Signer Is Representing: Signer Is Representing:
@2015 National Notary Association•wwwAa ionalNotary.org•1499g-US NOTARY(1-890-876-8827) hem N5907
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