HomeMy WebLinkAboutA5966 - EVA'S A PALM SPRINGS AIRPORT RETAIL MERCHANDISING UNITS THROUGH 08-31-2015 AGREEMENT NO. 5966
AMENDMENT NO. 2
EVA KARLSTROM DBA EVA'S AT PALM SPRINGS AIRPORT
NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT
FOR TWO RETAIL MERCHANDISING UNITS
AT PALM SPRINGS INTERNATIONAL AIRPORT
This SECOND AMENDMENT to Agreement No. 5966 for a two-retail
merchandising units concession (Herein "Agreement") made and entered into on the
Fifteenth day of July 2015, by and between the CITY OF PALM SPRINGS (herein
"City"), and EVA KARLSTROM a sole proprietor doing business as Eva's At Palm
Springs Airport (herein "Concessionaire") is hereby effective July 15, 2015 as follows:
RECITALS
WHEREAS, the City and Concessionaire entered into that certain Non-Exclusive
Operating and Lease Agreement No. 5966 for Two Retail Merchandising Units
("Agreement"), as may be duly amended from time to time.
WHEREAS, the parties wish to amend the Agreement pursuant to the terms of
Amendment No. 2 as follows:
NOW, THEREFORE, in consideration of the mutual promises of the parties
hereto and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, City and Contractor agree to amend the Agreement as
follows:
Section 1. Lease Summary
1.2 Lease Term. The current term of this Lease commencing September 1,
2010 through August 31, 2015 shall be extended on September 1, 2015,
and shall terminate on August 31, 2018, unless extended as provided
herein.
1.3 Extension Options. One (1) one-year option at the sole discretion of the
City. City will notify Concessionaire at least sixty (60) days in advance of
the current term ending date if the option will be exercised.
1.4 Lease Rental Payments. Rental payment is due on the first of each month
of the agreement period as follows: Year 1: $2,350.00 monthly rental
payment x 8 months, or 12% of total gross sales generated each year of
the agreement, whichever is greater. Monthly rental for the eight months
1
ii'iGINA BiD
shall be October 15t to May 315t of each year, any additional months may
be prorated if the retail units are in service. Year 2 through 3 and year 4 if
extension is exercised: the monthly rent shall be automatically adjusted
on October 1st of each term year in an amount equal to the increase in the
Consumer Price Index for All Urban Consumers (CPI-U) in the Los
Angeles-Riverside-Orange County, CA, for the month of June preceding
the adjustment date as compared to the preceding base index. The CPI-U
for June 2015 shall be the first base (100%).
Section 3. Rental
3.9 Independent Statement of Gross Revenue. No later than ninety (90)
days after each agreement year, Concessionaire shall furnish to the City
the written statement of an independent licensed and bonded accounting
firm stating that the Airport 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
Percentage Fee or the minimum monthly rent, whichever is greater, that
will be made to the Director of Aviation during the period covered by the
statement.
Section 5. Alterations and Repairs
5.2 Maintenance and Repair. Concessionaire shall, subject to City's
obligations hereinafter provided, at all times during the term hereof, and at
Concessionaire's sole cost and expense, keep, maintain and repair the
Demised Premises and other improvements (including the Retail
Merchandising Units) within the Demised Premises in good and sanitary
order, condition, and repair. Concessionaire shall also at its sole cost and
expense be responsible for any alterations or improvements to the
Demised Premises necessitated as a result of the requirement of any
municipal, state or federal authority. Concessionaire shall be deemed to
have accepted the Premises and two Retail Merchandising Units as being
in good and sanitary order, condition and repair. Concessionaire agrees
on the last day of said term or sooner termination of this Lease to
surrender the two Airport supplied Retail Merchandising Units, in the same
condition as when received and in a good, clean and sanitary condition,
reasonable use and wear thereof and damage by fire, act of God or by the
elements accepted.
Full Force and Effect. Except as expressly modified herein, all other provisions
of the Agreement shall remain unmodified and in full force and effect.
Corporate Authority. The persons executing this Amendment on behalf of the
parties hereto warrant that (i) such party is duly organized and existing, (ii) they
are duly authorized to execute and deliver this Amendment on behalf of such
part, (iii) by so executing this Amendment, such party is formally bound to the
provisions of this Amendment, and (iv) the entering into this Amendment does
not violate any provisions of any other agreement to which said party is bound.
2
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the dates stated below.
"CITY"
City of Palm Springs
Date: C, /fv3P1015
avid H. Ready
'City Manager
APPROVED AS TO FORM: ATTEST
By k&4By: U
ougl . Holland, James Thomson,
City f
ttomey City Clerk
APPROVED BY CITY COUNCIL: APPROVED BY CITY COUNCIL
� h^6 Ly��
Date: Agreement No.
Corporations require two notarized signatures. One signature must be from Chairman of Board,
President,or any Vice President.
The second signature must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,
or Chief Financial Officer.
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Eva,s At Palm Springs Airport, Amendment 2 4
AGREEMENT NO. 5966
AMENDMENT NO. 1
EVA KARLSTROM DBA EVA'S AT PALM SPRINGS AIRPORT
NON-EXCLUSIVE OPERATION AND LEASE AGREEMENT
FOR TWO RETAIL MERCHANDISING UNITS
AT PALM SPRINGS INTERNATIONAL AIRPORT
THIS FIRST AMENDMENT to Agreement No. 5966 for two retail merchandising unit
concession, (herein "Agreement") made and entered into on the First day of March, 2011, by
and between the CITY OF PALM SPRINGS (herein "City") and EVA KARLSTROM a sole
proprietor doing business as Eva's At Palm Springs Airport (herein "Concessionaire") is hereby
effective June 1, 2011 as follows:
RECITALS
WHEREAS, the City and Concessionaire entered into that certain Non-Exclusive Operating and
Lease Agreement No. 5966 for Two Retail Merchandising Units ("Agreement"), as may be duly
amended from time to time.
WHEREAS, the parties wish to amend the Agreement pursuant to the terms of Amendment No.
1 as follows:
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
City and Contractor agree to amend the Agreement as follows:
1. Section 1.2 Lease Term: The following sentence will be added at the end of the section:
Term will be seasonal September through May of each Agreement Year.
2. Section 1.4 Lease Rental Payments: The following sentences will be added at the end of the
section: The agreement will be seasonal September through May. No rental payment will be
due for the months of June, July and August.
3. Section 16.13 Non Exclusive: This agreement is Non Exclusive.
Full Force and Effect. Except as expressly modified herein all other provisions of the
Agreement shall remain unmodified and in full force and effect.
Corporate Authority. The persons executing this Amendment on behalf of the parties hereto
warrant that(i) such party is duly organized and existing, (ii)they are duly authorized to execute
and deliver this Amendment on behalf of said part, (iii) by so executing this Amendment, such
party is formally bound to the provisions of this Amendment, and (iv) the entering into this
Amendment does not violate any provision of any other agreement to which said party is bound.
i
(Signature Page Follows)
Eva's At Palm Springs Airport,Amendment 1 1
4RlrrnJ A, r3(n
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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first
written above.
ATTEST: CITY OF PALM SPRING
a municipal;corpora'
:. By
City Clerk >01Z Zb/J City0
/APPROVED As TO FORM: ,wROV D BY c T VAN] �E I
APPROVED BY CITY COUNCIL APP
City Attorney— / 61111ij 1041
)ALX d-
CONTRACTOR: Check one. individual Partnership Corporation W66
Corporations require two notarized signatures: One from each of the following: A. Chairman of Board,
President, or any Vice President:AND B. Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,
or Chief F� ancial Offi r.
By' By:
ignature( aarized) Signature(notarized)
Name: EVA KV171-IUSTROM Name:
Title. Title:
State of I✓)QnL,,l F0k1V llg State of
1t County of yaqv,06� County of
On before me, 31'W r //I 5#0jM1J On before me,
personally appeared EVR KARL5MM personally appeared
pamoRally r proved to me on personally known to me(or proved to me on
the basis of satisfactory evidence)to be the the basis of satisfactory evidence)to be the
person( whose name(s) is/are subscribed person(s)whose name(s) is/are subscribed
to the within instrument and acknowledged to the within instrument and acknowledged
to me that he/she/they executed the same to me that he/she/they executed the same
in ftWher/their authorized capacity(io", and in his/her/their authorized capacity(ies), and
that by his/her/their signaturesM on the that by his/her/their signatures(s)on the
instrument the person(,, or entity upon instrument the person(s),or entity upon
behalf of which the person(a)acted, behalf of which the person(s)acted,
executed the instrument. executed the instrument.
WITNESS my hand and official seal. WITNESS my hand and official seal.
Notary Signature: �• Notary Signature:
Notary Seal: Notary Seal:
LemJANET M.SHERATON
Commiselon#1815573
Notuy Puwic-1081110rrlle
Riverside County
MY Comm.Expires Nov 16,2012 r
Eva's At Palm Springs Airport,Amendment 1 2
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first
written above.
ATTEST: CITY OF PALM SPRING
a municipal corporation
By: By:
City Clerk City Manager
APPROVED AS T FORM. �
By: �%•1
City Attorney
/CONTRACTOR: Check one. Individual Partnership Corporation
Corporations require two notarized signatures: One from each of the following A. Chairman of Board,
President, or any Vice President: AND B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer,
or Chief Financial Officer
By: By.
Signature (notarized) Signature (notarized)
Name: Name:
Title Title:
State of State of
County of County of
On before me, On before me,
personally appeared personally appeared
personally known to me (or proved to me on personally known to me (or proved to me on
the basis of satisfactory evidence) to be the the basis of satisfactory evidence) to be the
person(s)whose name(s) is/are subscribed person(s)whose name(s) is/are subscribed
to the within instrument and acknowledged to the within instrument and acknowledged
to me that he/she/they executed the same to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and in his/her/their authorized capacity(ies), and
that by his/her/their signatures(s) on the that by his/her/their signatures(s) on the
instrument the person(s), or entity upon instrument the person(s), or entity upon
behalf of which the person(s) acted, behalf of which the person(s) acted,
executed the instrument, executed the instrument
WITNESS my hand and official seal. WITNESS my hand and official seal
Notary Signature: Notary Signature
Notary Seal: Notary Seal:
Eva's At Palm Springs Airport,Amendment 1
r
EVA KARLSTROM DBA EVA'S AT PALM SPRINGS AIRPORT
NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT
FOR TWO RETAIL MERCHANDISING UNITS
AT PALM SPRINGS INTERNATIONAL AIRPORT
THIS LEASE ("Lease") is made and entered into this First day of February 2010, by and between
the CITY OF PALM SPRINGS,. a charter city and California municipal corporation ("City"), and EVA
KARLSTROM a sole proprietor doing business as Eva's At Palm Springs Airport ("Concessionaire"). City
and Concessionaire may hereinafter be referred to individually as a "Party" and collectively as "Parties".
RECITALS
A. Concessionaire desires to lease space to operate two portable retail merchandising units at
Palm Springs International Airport ("Airport").
B. City believes that travelers and visitors using the City's airport terminal would benefit from the
convenience and accessibility of such retail space.
NOW THEREFORE, City and Concessionaire mutually agree as follows:
AGREEMENT
Section 1. LEASE SUMMARY
Certain fundamental Lease provisions are presented in this Section and represent the agreement
of the parties hereto, subject to further definition and elaboration in the respective referenced Sections
and elsewhere in this Lease. In the event of any conflict between any fundamental Lease provision and
the balance of this Lease, the latter shall control.
1.1 Demised Premises. The "Demised Premises" shall refer to RMU Space 2 located in the
airport terminal and more particularly described in Exhibit "A" attached hereto.
Concessionaire may use the two portable.Retail Merchandising Units supplied by the City
or may provide two portable Retail Merchandising Units at Concessionaire's expense
which have prior written approval of the City before installation.
1.2 Lease Term. The term of this Lease shall commence on September 1, 2010 and shall
terminate on August 31, 2015, unless extended as provided herein.
1.3 Extension Options. None.
1.4 Lease Rental Payments. Rental payment due on the first of each month of the agreement
period as follows: Year 1: $1,875.00 monthly rental payment x 12 months. Year 2-5: The
monthly rent shall be automatically adjusted September 1st of each term year in an amount equal
to the increase in the Consumer Price Index for All Urban Consumers (CPI-U) in the Los Angeles-
Riverside-Orange County, CA for the month of June preceding the adjustment date as compared
to the preceding base index. The CPI-U for June 2010 shall be the first base (100%). City shall
send Concessionaire written notice of the applicable rent increase of each successive year along
with documentation evidencing the calculation used to arrive at that figure no less than thirty (30)
days prior to the date the increase becomes effective.
Eva Karlstrom dba Eva's at Palm Springs Airport Page 1 of 19
RMUs Agreement
Palm Springs International Airport
a •
1.5 Security Deposit. $2,000.00 US Dollars
1.6 Use of Demised Premises. Demised Premises may be utilized for the sale of retail
products permitted under the City Zoning Ordinances of the City applicable to the Demised
Premises and the Airport Rules and Regulations. No Food or Beverage items allowed.
1.7 Days / Hours of Operation: Seven days per week, a minimum of six (6) hours per day
during the months of October- May. During the months of June — September may remain open at
the discretion of the Concessionaire. (Rent is due for months of non-operation)
Section 2. TERM
2.1 Term. The term of this Lease shall commence on the date specified in Section 1.2 ("Lease
Term") and shall continue for the period specified therein unless earlier terminated as
provided herein.
2.2 Termination Prior to Expiration Of Term. This Section shall govern any termination of this
Agreement. The City reserves the right to terminate this Agreement at any time, with or
without cause, upon thirty (30) days' written notice to Concessionaire, except that where
termination is due to the fault of the Concessionaire, the period of notice may be such
shorter time as may be determined by the City. In addition, the Concessionaire reserves
the right to terminate this Agreement at any time with or without cause, upon thirty (30)
days' written notice to City, except that where termination is due to the fault of the City, the
period of notice may be such shorter time as the Concessionaire may determine. Upon
receipt of any notice of termination, Concessionaire shall immediately cease all services
hereunder, except such as may be specifically approved by the Contract Officer. City shall
retain the Security Deposit as its remedy hereunder, and upon payment by Tenant to City
of all amounts otherwise due under this Lease through the date of termination, Tenant and
City shall thereafter have no rights or obligations under this Lease.
Section 3. RENTAL.
3.1 Monthly Rental. Concessionaire shall pay.to City, during the term of this Lease from and
after the Commencement Date as monthly rental for the Demised Premises the sum
specified in Section 1.4 hereof, which sum shall be paid in advance on the first day of each
calendar month. All rent to be paid by Concessionaire to City shall be in lawful money of
the United States of America and shall be paid without deduction or offset, prior notice or
demand at the address designated in Section 16.12 hereof.
3.2 Additional Rental. For purposes of this Lease, all monetary obligations of Concessionaire
under this Lease, including, but not limited to, insurance premiums, property taxes (if any),
maintenance expenses, late charges and utility costs shall be deemed additional rental.
3.3 Real PropertV Taxes. In addition to all rentals herein reserved, Concessionaire shall pay,
at the election of City, either directly to the taxing authority or to City, any annual real
estate taxes and assessments levied upon the Demised Premises (including any
possessory interest taxes), as well as taxes of every kind and nature levied and assessed
in lieu of, in substitution for, or in addition to, existing real property taxes, if any.
(Concessionaire specifically acknowledges that the interest granted under this Lease may
be subject to possessory interest taxes.) Such amount shall be paid on the date that is
Eva Karlstrom dba Eva's at Palm Springs Airport Page 2 of 19
RMUs Agreement
Palm Springs International Airport
twenty (20) days prior to the delinquent date or, if City receives the tax bill, ten (10) days
after receipt of a copy of the tax bill from City, whichever is later. Even though the term of
this Lease has expired and Concessionaire has vacated the Demised Premises, when the
final determination is made of Concessionaire's share of such taxes and assessments,
Concessionaire shall immediately pay to City the amount of any additional sum owed.
3.4 Personal Property Taxes. During the term hereof Concessionaire shall pay prior to
delinquency all taxes (if any) assessed against and levied upon fixtures, furnishings,
equipment and all other personal property of Concessionaire contained in the Demised
Premises, and when possible concessionaire shall cause said fixtures, furnishings,
equipment and other personal property to be assessed and billed separately from the real
property of City.
3.5 Utilities. All cost for water, gas, heat or electricity used in connection with the heating or air
conditioning furnished to the Demised Premises shall be paid by City. Concessionaire
shall pay before delinquency all charges for telephone service, trash removal and all other
services and utilities used in, upon, or about the Demised Premises by Concessionaire.
3.6 Late Payment. Concessionaire hereby acknowledges that late payment by
Concessionaire to City of rental or other sums due hereunder will cause City to incur costs
not contemplated by this Lease, the exact amount of which is extremely difficult to
ascertain. Such costs include, but are not limited to, processing and accounting charges.
Accordingly, any payment of any sum to be paid by Concessionaire not paid within five (5)
days of its due date shall be subject to a five percent (5%) late charge. City and
Concessionaire agree that this late charge represents a reasonable estimate of such costs
and expenses and is fair compensation to City for its loss suffered by such late payment by
Concessionaire.
3.7 Interest. Any sum to be paid pursuant to the terms of this Lease not paid when due shall
bear interest from and after the due date until paid at a rate equal to three percent (3%)
over the reference rate being charged by Bank of America, N.A. from time to time during
such period so long as the rate does not exceed the maximum non-usurious rate permitted
by law in which case interest shall be at the maximum non-usurious rate allowed by law at
the time the sum became due.
3.8 Security Deposit. Concessionaire shall provide a security deposit in the amount specified
in Section 1.5 hereto. Said deposit shall be paid at the commencement of Lease Term.
Upon termination of this Lease and provided that all amounts due to the City are paid, and
the Demised Premises has been returned to the City in the same condition as received by
the Concessionaire, the deposit shall be returned to the Concessionaire. In the event fees
are not paid or if the Demised Premises are damaged, City shall have the right, but not the
obligation to draw upon the deposit to cover said costs. Upon termination of this Lease
any balance of the deposit not drawn against shall be paid to the Concessionaire.
Section 4. USE OF THE PREMISES.
4.1 Permitted Uses. Retail products for sale shall be limited to the two Retail Merchandising
Units. No signs, posters or similar devices shall be erected or displayed by
Concessionaire without prior written approval of the Airport Administration. The Executive
Director — Airport must approve the initial list of retail products for sale on or from the
Eva Karlstrom dba Eva's at Palm Springs Airport Page 3 of 19
RMUs Agreement
Palm Springs International Airport
y y Demised Premises and any subsequent changes to the list of retail products. No Food or
Beverage products may be sold or given away.
4.2 Operational Standards. The operations of the Concessionaire, its employees, invitees and
those doing business with it shall be conducted in an orderly and proper manner and so as
not to annoy, disturb, or be offensive to others at the Airport. No solicitation of the public
outside the Demised Premises is allowed. Concessionaire shall provide and its employees
shall wear or carry badges or other suitable means of identification. The badges or means
of identification shall be subject to the written approval of Airport Administration. The City
shall have the right to object to Concessionaire regarding the demeanor, conduct or
appearance of Concessionaire's employees, invitees and those doing business with it,
whereupon Concessionaire will take steps necessary to remove the cause of objection.
Concessionaire shall select and appoint a manager for its operation within the Demised
Premises. Said person must be a qualified and experienced manager, vested with full
power and authority, and shall so inform City in respect to the method, manner and
conduct of the operation at the Airport. The manager shall be available during regular
business hours and at all times during his/her absence, a subordinate shall be in charge
and available at the Demised Premises.
Concessionaire shall be responsible for the conduct, demeanor and appearance of its
officers, agents, employees and representatives. Customer service personnel and
attendants shall be trained by Concessionaire to render a high degree of courteous and
efficient service, and it shall be the responsibility of the Concessionaire to maintain close
supervision over said personnel to assure the rendering of a high standard of service to the
public and the patrons of the Counter concession. Upon objection from the Director of
Aviation concerning the conduct, demeanor or appearance of such persons, Operator shall
take all steps necessary to remove the cause of the objection.
Concessionaire, its agents and employees shall conduct and maintain a friendly,
cooperative, though competitive relationship with its competitors operating in the Airport.
Concessionaire shall not engage in open, notorious and public disputes, disagreements or
conflicts tending to deteriorate the quality of service of its competitor or be incompatible to
the best interest of the public at the Airport. The City shall have the right to resolve all
such disputes, disagreements, or conflicts and its determination shall be final.
4.3 Com liance with Laws. Concessionaire shall, at its sole cost and expense, comply with all
of the requirements of all municipal, state, and federal authorities now in force or which
may hereafter be in force pertaining to the use of the Demised Premises, and shall
faithfully observe in said use all municipal ordinances, including, but not limited to, the
General Plan and zoning ordinances, state and federal statutes, or other governmental
regulations now in force or which shall hereinafter be in force.
Concessionaire shall not engage in any activity on or about the Demised Premises that
violates any Environmental Law, and shall promptly, at Concessionaire's sole cost and
expense, take all investigatory and/or remedial action required or ordered by any
governmental agency or Environmental Law for clean-up and removal of any
contamination involving any Hazardous Material created or caused directly or indirectly by
Concessionaire. The term "Environmental Law" shall mean any federal, state or local law,
statute, ordinance or regulation pertaining to health, industrial hygiene or the
environmental conditions on, under or about the Demised Premises, including, without
limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act
Eva Karlstrom dba Eva's at Palm Springs Airport Page 4 of 19
RMUs Agreement
Palm Springs International Airport
of 1980 ("CERCLA"), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and
Recovery Act of 1976. ("RCRA"), 42 U.S.C. Sections 6901 et M.; (iii) California Health and
Safety Code Sections 25 100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement
Act of 1986, California Health and Safety Code Section 25249.5 et seq.; (v) California
Health and Safety Code Section 25359.7; (vi) California Health and Safety Code Section
25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et Seq.; (viii)
California Water Code Section 1300 et seq.; and (ix) California Civil Code Section 3479 et
seq., as such laws are amended and the regulations and administrative codes applicable
thereto. The term "Hazardous Material" includes, without limitation, any material or
substance which is (i) defined or listed as a "hazardous waste", "extremely hazardous
waste", "restrictive hazardous waste" or "hazardous substance" or considered a waste,
condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a
petroleum product or fraction thereof; (iii) asbestos; and/or (iv) substances known by the
State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties
hereto to construe the terms "Hazardous Materials" and "Environmental Laws" in their
broadest sense. Concessionaire shall provide all notices required pursuant to the Safe
Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code
Section 25249.5 et seq. Concessionaire shall provide prompt written notice to City of the
existence of Hazardous Substances on the premises and all notices of violation of the
Environmental Laws received by Concessionaire.
4.4 Operations for Benefit of Public. Concessionaire agrees to operate the Demised Premises
for the use and benefit of the public, to make available all Concessionaires' airport facilities
to the public, without discrimination on the grounds of sex, race, color or national origin.
Nothing herein contained shall be construed to grant or authorize the granting of an
exclusive right within the meaning of Section 308 of the Federal Aviation Act of 1958, as
amended.
4.5 Public Facilities Ingress, Egress and Quiet Enio ment. City agrees that Concessionaire,
upon payment of the rental hereunder and performing the covenants of the Lease, may
quietly have, hold and enjoy the Demised Premises during the term of the Lease, and that
Concessionaire shall have the non-exclusive right to use, in common with others, the
public facilities at the Airport and Concessionaire shall have a reasonable right of ingress
to and egress from the Demised Premises and the public facilities for its employees,
visitors and customers. City shall provide parking at no cost for two (2) Concessionaire
employee vehicles in the Airport Employee Parking Lot.
4.6 Rules and Re ulations. Concessionaire shall faithfully observe and comply with the rules
and regulations that City shall from time to time promulgate and/or modify. Any
amendment or modification of the Airport Rules and Regulations shall be binding upon the
Concessionaire upon delivery of a copy of such amendment or modification to
Concessionaire. City shall not be responsible to Concessionaire for the nonperformance
of any said rules and regulations by any other concessionaires or occupants. The Airport
Rules and Regulations shall apply and be enforced as to all concessionaires in the
Demised Premises on a uniform basis.
4.7 Pricing. Concessionaire shall price retail products comparably to similar products sold in
the City of Palm Springs, California.
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Section 5. ALTERATIONS AND REPAIRS.
5.1 Improvements, Alterations and Fixtures. Concessionaire shall not make or suffer to be
made, any alterations or improvements to the Demised Premises, or any part thereof —
including the installation of retail merchandising units without the prior written consent of
City. Any alterations or improvements to the Demised Premises, except Concessionaire
supplied City approved Retail Merchandising Units, moveable furniture, and trade fixtures,
shall become.at once a part of the realty and shall at the expiration or earlier termination of
this Lease belong to City free and clear of any liens or encumbrances. If Concessionaire
elects to supply the Retail Merchandise Units all cost associated with the City approved
units will be the responsibility of the Concessionaire. Any such alterations or improvements
shall be in conformance with the requirement of all municipal, state, federal, and other
governmental authorities, including requirements pertaining to the health, welfare or safety
of employees of the public and in conformance with reasonable rules and regulations of
'City. City may require that any such alterations or improvements be removed prior to the
expiration of the term hereof. Any removal of alterations or improvements or furniture and
trade fixture shall be at Concessionaire's expense and accomplished in a good and
workmanlike manner. Any damage occasioned by such removal shall be repaired at
Concessionaire's expense so that the Demised Premises can surrender in a good, clean
and sanitary condition as required by Section. 5.2 hereof. All fixtures, improvements and
appurtenances installed by Concessionaire shall conform with the requirements of all
municipal, state, federal, and governmental authorities including requirements pertaining to
the health, welfare, or safety of employees or the public.
5.2 Maintenance and Repair. Concessionaire shall, subject to City's obligations hereinafter
provided, at all times during the term hereof, and at Concessionaire's sole cost and
expense, keep, maintain and repair the Demised Premises and other improvements
(including the Retail Merchandise Units) within the Demised Premises in good and sanitary
order, condition, and repair (except as hereinafter provided). Concessionaire shall also at
its sole cost and expense be responsible for any alterations or improvements to the
Demised Premises necessitated as a result of the requirement of any municipal, state or
federal authority. By entering into the Demised Premises, Concessionaire shall be deemed
to have accepted the Demised Premises and two Airport supplied Retail Merchandising
Units as being in good and sanitary order, condition and repair. Concessionaire agrees on
the last day of said term or sooner termination of this Lease to surrender the Demised
Premises with appurtenances and two Airport supplied Retail Merchandising Units, in the
same condition as when received and in a good, clean and sanitary condition, reasonable
use and wear thereof and damage by fire, act of God or by the elements excepted.
5.3 Free From Liens. Concessionaire shall keep the Demised Premises free from any liens
arising out of any work performed, material furnished, or obligation incurred by
Concessionaire or alleged to have been incurred by Concessionaire.
5.4 Cit 's Reserved Rights.
(a) Airport Development and Safety. City reserves the right to further develop or improve
the aircraft operating area of the Airport as it sees fit, and City reserves the right to take
any action it considers necessary to protect the aerial approaches of the Airport against
obstruction, together with the right to prevent Concessionaire from erecting or permitting to
be erected any building or other structure of the Demised premises which, in the opinion of
City, would limit the usefulness of the Airport or constitute a hazard to aircraft.
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(b) Right to Relocate Customer Service Counter. City reserves the right to relocate all of
the Customer Service Counter Space within the Terminal Building if required to ensure the
operational effectiveness of the Terminal Building and concourses and City agrees to
reimburse such Relocation Costs to Concessionaire through Concession Fee credits. Said
relocation shall be in order of original counter selection to an area of comparable size and
quality as is reasonably practicable. "Relocation Costs" shall mean the reasonable and
actual out-of-pocket expenses incurred by Concessionaire to move from the existing
assigned Customer Service Counter Space to a substituted area (Substituted Premises)
and the unamortized cost of Customer Service counter improvements made by
Concessionaire, if any, that cannot be relocated to the Substituted Premises. The
unamortized cost of the improvements shall be determined in accordance with Generally
Accepted Accounting Principles with a useful life not to exceed the term of the this Lease.
Upon completion of such relocation, Concessionaire shall provide City with a statement
certified by a financial officer of Concessionaire: (1) setting out Concessionaire's
Relocation Costs; and (2) itemizing the improvements made by Concessionaire that cannot
be relocated to the Substituted Premises and showing the calculation of the unamortized
value of such improvements. Copies of invoices shall accompany said statement for such
Relocation Costs. City shall thereafter reimburse Concessionaire for such Relocation
Costs by crediting the Privilege Fee thereafter due until the Relocation Costs are
reimbursed.
Notwithstanding the foregoing, in the event the Substituted Premises is unsatisfactory to
Concessionaire in its reasonable discretion, Concessionaire shall give Landlord written
notice thereof ("Concessionaire's Objection Notice") within ten (10) days following
Concessionaire's receipt of notice of such relocation, following which Concessionaire and
Landlord shall work in good faith to resolve Concessionaire's objections to the Substituted
Premises or to locate alternate Substituted Premises reasonably acceptable to
Concessionaire. In the event that Landlord and Concessionaire are unable to reach
agreement within thirty (30) days following Landlord's receipt of Concessionaire's
Objection Notice, Concessionaire may terminate this Lease by giving written notice thereof
to City, which termination shall be effective the date relocation is required by the City. In
the event of termination by Concessionaire under this paragraph, the Security Deposit
shall be returned to Concessionaire upon payment by Concessionaire to City of all
amounts otherwise due under this Lease through the date of termination. Concessionaire
and City shall thereafter have no rights or obligations under this Lease.
(c) Termination By City For Airport Related Purpose, In the event City should require the
Demised Premises, or any portion thereof, for any Airport related purpose whatsoever,
Concessionaire agrees that City may terminate this Lease by giving Concessionaire thirty
(30) days written notice. If this Lease is terminated under the provisions of this Section
5.4(c), City shall reimburse Concessionaire for Concessionaire's actual construction cost of
any new improvements installed subsequent to the execution of this Lease and pursuant to
the provisions of Section 5.1 of this Lease, less depreciation at the rate of 20% per year
from date of this Lease, regardless of when such improvements are installed.
The reimbursement provided above shall be Concessionaire's sole and exclusive remedy
and form of compensation, costs or damages, including Relocation Assistance benefits
(Sec. 7260 et seg. of the California Government Code), due to termination, re-entry or
acquisition by City.
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(d) Lease to United States. During the time of war or national emergency, City shall have
the right to lease the landing area or any part thereof to the United States Government for
military or naval use, and, if such lease is executed, the provisions of this Lease insofar as
they are inconsistent with the provisions of the lease to the Government shall be
suspended and, in that event, a just and proportionate part of the rent hereunder shall be
abated, and the period of such closure shall be added to the term of this Lease so as to
extend and postpone the expiration thereof unless the Concessionaire otherwise elects to
terminate this Lease.
Section 6. INSURANCE AND INDEMNIFICATION.
6.1 Insurance. Prior to its ability to access the Demised Premises, Concessionaire will
provide City with proof of insurance, at Concessionaire's sole cost and expense, to remain
in full force and effect during the entire term of this Lease. The following policies of
insurance shall be maintained:
6.1.1 Workers' Compensation Insurance, Workers' Compensation Insurance in an
amount not less that ONE MILLION DOLLARS ($1,000,000) combined single limit for all
damages arising from each accident or occupational disease.
6.1.2 Commercial General Liability,Commercial General Liability Insurance written on a
per-occurrence and not a claims-made 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.
6.1.3 Automobile Liability Insurance. AUTO COVERAGE NOT REQUIRED — NO AIRSIDE
DRIVING PERMITTED.
6.1.4 Other Insurance. Such other policies of insurance including, but not limited to,
casualty insurance, business interruption insurance, and fidelity insurance, as may be
required by the nature of operations.
6.1.5 General Provisions. The above insurance shall be primary and no other
insurance maintained by the City will be called upon to contribute to a loss. All polices
except Workers Compensation shall have the City named as an additional insured.
Workers Compensation insurance of the Concessionaire shall contain a waiver-of-
subrogation clause in favor of the City, its officers, directors, officials, agents, employees,
volunteers, and representatives. All policies of insurance required to be obtained by
Concessionaire 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, Concessionaire shall deliver to City
certificate(s) of insurance and original endorsements evidencing the coverages specified
above. Such policies shall not be cancelled or materially altered to the detriment of City or
Concessionaire without the insurer providing City with thirty (30) days' written notice.
6.2 Indemnification by Concessionaire. Concessionaire shall indemnify, defend (with counsel
designated by City), protect and hold harmless City, its officers, directors, officials, agents,
employees, volunteers, and representatives from and against any and all claims, demands,
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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
Concessionaire to be performed under the terms of this Lease, (ii) Concessionaire's use of
the Demised Premises, or (iii) the conduct of Concessionaire's business or any activity,
work or things done, permitted or suffered by Concessionaire in or about the Demised
Premises, except to the extent caused by City's sole negligence or willful misconduct. The
obligations of Concessionaire under this Article 6 shall survive the expiration or earlier
termination of this Lease.
Concessionaire, as a material part of the consideration to City, hereby assumes all risk of
damage to the Demised Premises, including, without limitation, injury to persons in, upon
or about the Demised Premises during Concessionaire's use of the Demised Premises,
except where such damage or injury is caused by the sole negligence or willful misconduct
of the City or its officers, directors, officials, agents, employees, volunteers, and
representatives. Concessionaire hereby waives all claims with respect thereof against City.
City shall not be liable for any injury to the Concessionaire, or injury to or death of any of
Concessionaire's officers, directors, officials, agents and/or employees, or injury to or
death of any other person in or about the Demised Premises from any cause except to the
extent caused by the sole negligence or willful misconduct of the City or its officers,
directors, officials, agents, employees, volunteers, and representatives
6.3 Assumption of All Risks and Liabilities. Concessionaire assumes all risks and liabilities
arising out of any and all use of the Demised Premises by Concessionaire or its ,officers,
directors, officials, agents and/or employees except where such damage or injury is
caused solely by the sole negligence or willful misconduct of the City or its officers,
directors, officials, agents, employees, volunteers, and representatives .
Section 7. ABANDONMENT AND SURRENDER.
7.1 Abandonment. Concessionaire shall not vacate or abandon the.Demised Premises at any
time during the term of this Lease; and if Concessionaire shall abandon, vacate or
surrender the Demised Premises or be dispossessed by process of law, or otherwise, any
personal property belonging to Concessionaire and left on the Demised Premises shall be
deemed to be abandoned, at the option of City, except such property as may be
mortgaged to City.
7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Concessionaire or a
mutual cancellation thereof, shall not work a merger, and shall, at the option of City,
terminate all provisions of existing lease. Concessionaire shall not assign or sublease.
Section 8. DAMAGE AND DESTRUCTION OF DEMISED PREMISES. In the event of (a) partial or
total destruction of the Demised Premises during the term of this Lease, which requires
repairs to the Demised Premises, or (b) the Demised Premises being declared unsafe or
unfit for occupancy by any authorized public authority for any reason, which declaration
requires repairs to the Demised Premises, Concessionaire shall forthwith make said
repairs, except where such damage or injury is caused by the sole negligence or willful
misconduct of the City or the City's officers, directors, officials, agents, employees,
volunteers, and representatives. No such damage or destruction (including any destruction
necessary in order to make repairs required by any declaration made by any public
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` authority) shall in any way annul or void this Lease. Concessionaire shall promptly clean
and remove all debris resulting from said damage or destruction. Concessionaire shall take
preliminary steps toward restoring the improvements with thirty (30) days of the casualty
and such improvements shall be restored within a reasonable time thereafter. The
Demised Premises shall be restored to the condition they existed immediately before said
casualty.
Section 9. ASSIGNMENT.
Concessionaire shall not assign this Lease the Demised Premises, or any interest therein.
Any assignment without the prior written consent of City shall be void, shall constitute a
material breach of this Lease, and shall, at the option of City, terminate this Lease.
Section 10. ENCUMBRANCE.
10.1 This Lease, or any right to or interest in, or any of the improvements on the Demised
premises, may only be encumbered with the written approval of City. Any such approved
encumbrance shall be subject to the covenants, conditions and restrictions set forth herein
and to all rights of City.
10.2 Any encumbrance must be confined to the leasehold interest of Concessionaire and shall
not affect in any way the City's interest in the land. The encumbrance shall provide that the
proceeds from fire or extended coverage insurance shall be used for the repair or
rebuilding of the leasehold improvements and not to repay any part of the outstanding
mortgage. Concessionaire agrees to furnish, as requested, any financial statements or
analyses pertinent to the encumbrance that City may deem necessary to justify the
amount, purpose and terns of said encumbrance.
10.3 In the event of default by the Concessionaire of the terms of an approved encumbrance,
the encumbrancer may exercise any rights provided in such approved encumbrance
provided that, before any sale of the leasehold estate, whether by power of sale or
foreclosure, the encumbrancer shall give to City notice of the same character as is
required to be given to Concessionaire by such encumbrancer pursuant to the loan
documents and/or the laws of the State of California and City shall be given an additional
thirty (30) days in which to cure the default after the time for Concessionaire to cure has
expired.
10.4 If any sale under the approved encumbrance occurs, whether by power of sale or
foreclosure, and the purchaser at such sale is the encumbrancer, the encumbrancer may
sell and assign this Lease without any further consent of City provided that the assignee
shall agree in such assumption by the assignee, the encumbrancer shall be released from
all future obligations of the Concessionaire under this Lease. If a sale under the approved
encumbrance occurs, and the purchaser is a party other than the encumbrancer, said
purchaser, as successor in interest to the Concessionaire shall be bound by all the terms
and conditions of this Lease and the purchaser shall assume in writing the obligations of
Concessionaire hereunder.
10.5 If notice of such sale shall be given and the defaults or any of them upon which such notice
of sale is based shall then continue, City shall have the right to correct such defaults at any
time prior to the date of sale or foreclosure, and to terminate such leasehold upon paying
to the encumbrancer the balance of the encumbrance as hereinafter defined.
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10.6 "Balance of encumbrance" shall mean the amount of principal remaining unpaid on a note
secured by a trust deed or mortgage of an interest plus accrued, and past due interest
thereon and expenses incurred by the lender in connection with foreclosure including by
not limited to, fire insurance premiums, title insurance expenses, recording fees, appraisal
fees, credit reports and any tax reporting services and additional expenditures paid by the
lender on additions, betterments and rehabilitations of improvements on the property
encumbered pursuant to plans approved by City, which consent may not be unreasonably
withheld, and other expenses necessary to place the improvements in marketable
condition, such adjusted principal to be paid in case or, at the option of City, amortized
over the term and in accordance with the schedule set forth in said note, the interest rate
on the unpaid balance thereto to be as set forth in said note.
10.7 City agrees to provide encumbrancer written notice of any default by Concessionaire under
this Lease and an opportunity to cure at the time notice of such default is provided to
Concessionaire and give encumbrancer thirty (30) days to cure a monetary default or forty-
five (45) days to cure a non-monetary default; provide, however, that if such non-monetary
default cannot be cured within such period of forty-five (45) days, encumbrancer shall have
a reasonable time to cure such default provided that encumbrancer commences to cure
within said forty-five (45) days and diligently prosecutes the cure to completion. Such
period shall include the time to complete a foreclosure action if encumbrancer needs to
gain possession of the Demised Premises to cure said default by Concessionaire.
Section 11. DEFAULT AND REMEDIES.
11.1 In the event Concessionaire fails to perform any obligations under this lease and after the
expiration of any cure period, City may terminate Concessionaire's right to possession of
the Site by any lawful means, in which case the lease shall terminate.
11.2 in the event of any dispute arising under this Lease, 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 thirty (30) 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 Lease 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 Concessionaire's right to
terminate this Lease without cause pursuant to Subsection 5.5(c).
Section 12 ENFORCEMENT OF LAW
12.1 Governing Law_, This Lease shall be governed by, interpreted under, and construed and
enforced in accordance with the laws of the State of California.
12.2 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
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Federal, State, or local governmental agency having jurisdiction in effect at the time
service is rendered.
12.3 Waiver. The waiver of any breach of any provision hereunder by City or Concessionaire
shall not be deemed 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.
12.4 Severability. If any paragraph, section, sentence, clause or phrase contained in this
Lease 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 this Lease shall not be affected thereby.
12.5 Termination Prior to Expiration of Term. The parties agree that if Concessionaire: (i) files a
petition in bankruptcy, (ii) is adjudicated bankrupt, (iii) if a petition in bankruptcy is filed
against Concessionaire and not discharged within thirty (30) days, (iv) if Concessionaire
becomes insolvent or makes an assignment for the benefit of its creditors or an
arrangement pursuant to any bankruptcy law, or (v) if a receiver is appointed for
Concessionaire or its business during the Term of this Lease, City may terminate this
Lease upon twenty-four (24) hours'written notice to Concessionaire.
12.6 Attorney's Fees. If either party to this Lease is required to initiate or defend or made a
party to any action or proceeding in any way connected with this Lease, 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.
Section 13. CITY OFFICERS AND EMPLOYEES' NON-DISCRIMINATION.
13.1 Non-liability.of City Officers and Employees.No officer or employee of the City shall be
personally liable to the Concessionaire, 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
Concessionaire or to its successor, or for breach of any obligation of the terms of this
Lease.
13.2 Conflict of Interest. No officer or employee of the City shall have any financial interest,
direct or indirect, in this Lease nor shall any such officer or employee participate in any
decision relating to this Lease which effects his financial interest or the financial interest of
any corporation, partnership or association in which he is, directly or indirectly, interested,
in violation of any State statute or regulation. Concessionaire 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 Lease.
13.3 Standard Covenant Against Discrimination. Concessionaire 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, color, creed, religion, sex, marital status, national origin, or ancestry in
the performance of this Lease. Concessionaire shall take affirmative action to insure that
applicants are employed and that employees are treated during employment without
regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry.
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13.4 Americans With Disabilities Act. In its operation of Demised Premises, Concessionaire
shall comply with the Americans with Disabilities Act and all federal regulations applicable
under the Act.
Section 14. FAA REQUIRED PROVISIONS.
14.1 Concessionaire, as a part of the consideration for this Lease, covenants and agrees "as a
covenant running with its interest in property" that in the event facilities are constructed,
maintained, or otherwise operated on the.Airport or the Demised Premises for a purpose
for which a Department of Transportation ("DOT") program or activity is extended or for
another purpose involving the provision of similar services or benefits, the Concessionaire
shall maintain and operate such facilities and services in compliance with all other
requirements imposed pursuant to Title 49, Code of Federal Regulations DOT, Part 23,
Nondiscrimination in Federally Assisted Programs of the Department of Transportation-
Effectuation of Title VI of the Civil Rights Act of 1964, as such regulations may be
amended from time to time.
14.2 This Lease is subject to the requirements of the U.S. Department of Transportation's
regulations, 49 CFR Part 23. The Concessionaire or contractor agrees that it will not
discriminate against any business owner because of the owner's race, color, national origin
or sex 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.
14.3 The Concessionaire or contractor agrees to include the above statements in any
subsequent concession agreement or contract covered by 49 CFR Part 23, that it enters
and causes those businesses to similarly include the statements in further agreements.
14.4 In the event of a breach of the covenants specified in Subsection 14.1 and 14.2 of this
Lease, City shall have the right to terminate this Lease and to reenter and repossess the
Demised Premises and the facilities thereon and hold the same as if said Lease had never
been made or issued. This provision does not become effective until the procedures of
Title 49, Code of Federal Regulations, Part 23 are followed and completed, including the
expiration of any appeal rights.
14.5 Concessionaire 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 Concessionaire 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 Lease and in the event of such non-
compliance, City shall have the right to terminate this Lease and any interest in property
created without liability or at the election of the City or the United States either or both
Governments shall have the right to judicially enforce this provision.
14.6 Concessionaire agrees that it shall insert the above five provisions in any lease or contract
by which Concessionaire grants a right or privilege to any person, partnership, or
corporation to render services to the public on the Demised Premises pursuant to this
Lease. Nothing in this provision shall be construed as waiving any obligations or
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requirements of the Concessionaire pursuant to Subsection 4.3 of this Lease or abrogate
the rights of the City pursuant to such subsection.
14.7 This Lease 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 Airport.
14.8 This Lease, 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 Airport or the exclusive or non-exclusive use of the
Section 15 AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE ACDBE
15.1 ACDBE Contract Goal: This agreement specifies a seventy five percent (75%) ACDBE
contract goal if retail products are sold based upon annual gross receipts; value of leases
and/or purchases of goods/services. The Concessionaire shall make good faith efforts, as
defined in Appendix A, 49 CFR Part 26, to meet the concession specific goal for ACDBE
participation in the performance of this concession.
15.1 ACDBE Policy. It is the policy of the City to ensure that Airport Concession
Disadvantaged Business Enterprises (ACDBEs) as defined in the Department of
Transportation (DOT), 49 CFR Part 23, and other small businesses have an equal
opportunity to receive and participate in concession opportunities. The City encourages
Concessionaire to make every reasonable effort to maximize the contracting opportunities
for ACDBEs and other small businesses in the architectural, engineering and construction
of the Premises, and in the procurement of goods and services necessary for the operation
of the concession at the Airport.
15.2 Required ACDBE Statements. "This agreement is subject to the requirements of the U.S.
Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or
contractor agrees that it will not discriminate against any business owner because of the
owner's race, color, national origin, or sex 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 concessionaire agrees to include the above statements in any
subsequent concession agreement or contract covered by 49 CFR Part 23, that it enters
and cause those businesses to similarly include the statements in further agreements.
15.3 ACDBE Participation Reports. Concessionaire shall submit ACDBE participation reports
as may be required by the City, for the purpose of demonstrating compliance with 49 CFR
Part 23. On or before December 31 of each agreement year Concessionaire shall furnish
a report certified by an officer of the Concessionaire's company that indicated the
following information for its Airport concession during the twelve-month period from
October 1 of the previous year, through September 30 of the current year.
The report shall contain the following information:
1. Total Sub Concessions (Number and Dollar Amount)
2. Total ACDBEs Sub Concessions (Number and Dollar Amount)
3. Total Contracts for Goods/ Services (Number and Dollar Amount)
4. Total ACDBEs Contracts for Goods / Services (Number and Dollar Amount)
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For each ACDBE included in the report the following additional information will be required:
1. Firm Name, address, phone number
2. Sub Concession Type or Goods/Services purchases
3. ACDBE Certification
4. Type of ACDBE
Section 16 MISCELLANEOUS PROVISIONS
16.1 Headings. The headings of this Lease are for purposes of reference only and shall not
limit or define the meaning of the provisions of this Lease.
16.2 Counterparts, This Lease may be signed in any number of counterparts, each of which will
be deemed an original, but all of which together will constitute one instrument.
16.3 Labor Disputes. Concessionaire shall give prompt notice to City of any actual or potential
labor dispute which delays or may delay performance of this Lease.
16.4 California Law. This Lease 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 Lease
shall be instituted in the Superior Court of the County of Riverside, State of California, or
any other appropriate court in such county, and Concessionaire covenants and agrees to
submit to the personal jurisdiction of such court in the event of such action.
16.5 Disputes. In the event of any dispute arising under this Lease, 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 thirty (30) 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 Lease 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 Concessionaire's right to
terminate this Lease without cause pursuant to Subsection 5.5(c).
16.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this Lease, 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.
16.7 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 Lease, to obtain declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this Lease.
16.8 Reservation of City Rights. City reserves the right, but shall not be obligated to
Concessionaire, to maintain the Demised Premises and keep in good repair the Airport or
the Demised Premises. The City further reserves the right to direct and control all activities
of Concessionaire consistent with the provisions of this Lease.
Eva Karlstrom dba Eva's at Palm Springs Airport Page 15 of 19
RMUs Agreement
Palm Springs International Airport
16.9 Interpretation. The terms of this Lease 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 Lease or any other rule of construction which might otherwise apply.
16.10 Integration; Amendment. It is understood that there are no oral leases between the parties
hereto affecting this Lease and this Lease supersedes and cancels all previous
negotiations, arrangements, leases and understandings, if any, between the parties, and
none shall be used to interpret this Lease. This Lease may be amended at any time by the
mutual consent of the parties by an instrument in writing.
16.11 Corporate Authority. The persons executing this Lease on behalf of the parties hereto
warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Lease on behalf of said party, (iii) by so executing this Lease, such
party is formally bound to the provisions of this Lease, and (iv) the entering into this Lease
does not violate any provision of any other Lease to which said. party is bound.
16.12 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: Palm Springs International Airport
Attn: Executive Director-Airport
3400 East Tahquitz Canyon Way, Suite OFC
Palm Springs, California 92262-6966
To Concessionaire: Eva Karlstrom
Eva's At Palm Springs Airport
3 Calais Circle
Rancho Mirage, CA 92270
Eva Karlstrom dba Eva's at Palm Springs Airport Page 16 of 19
RMUs Agreement
Palm Springs International Airport
IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date first written above.
ATTEST: CITY OF PALM SPRING
a munic'pal corogration
r
By B APPROVED BY CITY COUNCIL.
City Clerk BS f 01 00 0 ager
PROVED AS TO F M:
By: Eva Karlstrom, Sole Proprietor dba Eva's At Palm Springs Airport
ity Attorney
CONTRACTOR: Check one: _XX_Individual Partnership Corporation
Corporations require two notarized signatures: One from each of the following: A. Chairman of Board, President,or any Vice
President:AND B. Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer.
By: By:
ignature(not razed) Signature(notarized)
Name: EVA KA 2.LS Ti?nM Name:
Title: QLc a d�� Title:
www+********iT** www ww****************wwwwwwwww************wwwwwwwwwx***********wwwwwwwx************wwwwwwww************
State-, " Hz3kviia State of
County of I Af County of
On before m�e, � �til[� �`�21 Z On before me,
personally appeared L. 1`\�i�S S 1,1,) personally appeared
who proved to me on the 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 signature(s)on capacity(ies), and that by his/her/their signature(s)on
the instrument the person(s)or the entity upon behalf the instruments the person(s)or the entity upon behalf
of which the person(s)acted,executed the instrument. Of which the 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 se WITNESS my hand and official seal.
Notary Signature: Notary Signature:
Notary Seal: Notary Seal:
OBLE A. L-AZIZ
Commooli# 1696471
��► No Public-California
t Riverside County
MY Comm.Expires Sep 28,2010
Eva Karlstrom dba Eva's at Palm Springs Airport 'Page 17 of 19
RMUs Agreement
Palm Springs International Airport
Exhibit "A"
RMU Retail Concession Space #2
See Attached
Eva Karlstrom dba Eva's at Palm Springs Airport Page 18 of 19
RMUs Agreement
Palm Springs International Airport
Gates
EXHIBIT "A" 1
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RM U Space #2
Bono Concourse
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EXHIBIT "B"
Proposal Submitted by Concessionaire in response to RFP 03-10
See Attached
Eva Karlstrom dba Eva's at Palm Springs Airport Page 19 of 19
RMUs Agreement
Palm Springs International Airport
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A. Identification of Proposer, Qualifications and Experience:
I. Eva's at Palm Springs Airport
Physical Address: Palm Springs International Airport
3400 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Location: Bono Concourse
Mailing Address: 3 Calais Circle
Rancho Mirage, CA 92270
Phone: (760) 668-4455
Email Address: evaspsairport@aol.com
Type of Organization: Sole Proprietor
Responsible for
Concession Operation: Eva Karlstrom
2. I am currently successfully operating the two (2)
RMU's in this RFP. I have been a retail tenant at the
Airport for almost 15 years.
My staff consists of myself and 3 part-time/full-time
employees depending on the time of year. Employee
#1 has been with me for over 12 years. Employee #2
has been with me for over 3 years. Employee #3 has
been with me for over 2 years. I personally train the
Employees. We make it a point to be knowledgeable
about sizes and popular styles.
For example: When a Grandparent who wants to
purchase a gift for their 3-year-old Grandchild
approaches us, most Grandparents have absolutely no
idea what size to get. I have trained my employees to
know what size would fit as well as to ask whether the
child is small or large for their age, just to make sure
we sell the correct size.
Another exam le: My employees and I are all local.
We all grew up in Palm Springs and are all graduates of
Palm Springs High School. We know the area well and
can answer most questions that come up on a daily
basis from Airport Passengers. We make it a point to
know what is going on and to help/inform passengers
when they need it.
We answer lots of questions every day.
Here are just a few examples:
1. Where are the bathrooms?
2. Where is the pay phone?
3. Where is Baggage Claim?
4. Where can I buy a newspaper?
S. Where can I get a drink?
6. Where is Gate 12?
7. Where is the water fountain?
8. Where can I buy coffee?
9. Where can I smoke?
10. Where do I get a taxi?
11. Where are the Car Rentals?
12. Where are the United Gates?
13. What's the best place to eat in Palm Springs?
14. How far to Downtown Palm Springs & can I walk
there?
1S. What's the average temperature in the Summer?
16. How high is the Tram?
17. Where should we stay?
18. How far to the Convention Center?
19. How many people live in Palm Springs?
20. 1 left a sweater last time I was here. Is there a lost
and found?
21. 1 left my wallet at TSA checkpoint. How do I get
back there?
22. How far is it to Los Angeles?
23. How do I get wheelchair assistance?
These are just a few of the questions that are asked
every day. It may have nothing to do with selling T-
Shirts, Hats or Sweatshirts....in fact, most people who
ask us questions do not even buy anything. It is very
important to me that my staff is well trained and can
answer these questions. It is part of having a business
at an airport.
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3. Professional References:
Janet Sheraton
Airport Asset Manager
Palm Springs International Airport
3400 E. Tahquitz Canyon Way, Suite OFC
Palm Springs, CA 92262
760.318.3808
Duane Marlow
(Former TSA Training Coordinator- Palm Springs Airport 2002-2009)
Management Analyst for TSA
Ontario International Airport
3401 Centre Lake Drive, Suite 625
Ontario, CA 91761
909.472.0111
Duane.marlow@dhs.gov
- John Hall
H. W. Image Works
' 710 Williams Road
Palm Springs, CA 92264
760.322.8778
? hwiworks@msn.com
- Headmost International Inc.
i Attn: Deepak
1910 S. Proforma Street
Ontario, CA 91761
909.947.7566
- Broder
6 Neshaminy Interplex— 6th Floor
Trevose, PA 19053
800.521.0850
B. Proposed Concession:
1.
r
Travelers need and want gifts to bring home after a
wonderful vacation or convention in Palm Springs. My
items pack easily, are of good quality and are fairly
priced. Nothing is over $25! All merchandise has Palm
Springs, California screened or embroidered on it which
offers additional advertising for the Palm Springs Area. I
offer products people want...at an affordable price.
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The staff includes myself and 3 part-time/full-time
employees. Depending on the flight schedule, the
RMU's are staffed with either 1 or 2 employees
depending on the time of day and time of year. Hours
of operation vary depending on flight schedules or
flight delays. Currently, we are open 5:30am — 5pm
seven days a week. These hours change and will be
extended to 5:30am — 7:30pm seven days a week as
the flight schedule changes.
My employees are well paid and dress to impress.
While working, we all wear the T-Shirts, Hats,
Sweatshirts and Hoodies that we sell. This way, a
traveler can see what the product looks like on
someone and the traveler can also see that we only
sell quality merchandise that looks great even if it's
been washed several times.
4.
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5. Concession is currently open and will continue to
operate.
6. 1 am a Certified Disadvantaged Business Enterprise - 100%
D. Financial Resources and Operational Capability
I. I currently have $150,000 + of merchandise printed
and screened with Palm Springs ready to be sold. As a
tenant at the Airport for almost 15 years, I have always
paid my rent on-time. All taxes, insurances and
licenses are current.
I consider it a great honor and privilege to be a part of
The Palm Springs International Airport.
I
I
ATTACHMENT"A" .
RFP U3-10
RETAIL MERCHANDISING UNITS CONCESSION SPACE 2
AT PALM SPRINGS INTERNATIONAL AIRPORT
i
*NOTE: THIS FORM MUST BE COMPLETED AND INCLUDED WITH YOUR
PROPPSAIL*
SIGNATURE AUTHORIZATION
NAME OF PROPOSER/FIRM:
i EV I- 194-Yr
A. I hereby certify that I have the authority to offer this proposal to the City of Palm
Springs for the above listed individual or company. I certify that I have the.
authority to bind myself/this company in a contract should I be successful in my
proposal.
SIGNATURE
Eylq XARtsTgor
PRINT NAME
B. The following Information relates to the legal contractor listed above, whether an
individual or a company. Place check marks as appropriate:
1_ If successful, the contract language should refer to me/my company as:
V An individual;
A partnership, Partners' names:
A company;
A corporation
2. My tax identification number is: c0V -1 q c]
ADDENDA ACKNOWLEDGMENT:
Acknowledgment of Receipt of any Addenda issued by the City for this RFP is required
by including the acknowledgment with your proposal. Failure to acknowledge the
Addenda issued may result in your proposal being deemed non-responsive.
Page 11 of.12
I
In the space provided below, please acknowledge receipt of each Addenda:
Addendum(s)# is/are hereby acknowledged.
Company Name: EVA S r PgLYrl S O/ZT-
Street Address: E TjF) z C1)N° 0f,.) wqy
City/State: 1;t-m (OD
Mailing Address if different: C-l�)L..t41 S C t RC-L-
9 )h7GMO 9-
Email: (SU G.S S Ca.1 (` r�- Q of. core)
Phone: O 3 Fax: CQ O„- H O CD 5� C)
PROPOSED MONTHLY RENTAL PAYMENT FOR EACH AGREEMENT YEAR:
('Minimum$2,000 per month):
Yr 1 $ ca�t 00 C _monthly rental x 12= #Q q Q�Yr 1 annual rental
Yr 2$_ Q ®O0 monthly rental x 12=�ay,OCX� Yr 2 annual rental
Yr 3 $ @ OOO monthly rental x 12= # aq QUO Yr 3 annual rental
Yr 4$ a _000__monthly rental x 12= 000 Yr 4 annual rental
Yr 5$-9,000 monthly rental x 12= ��[ 7O Yr 5 annual rental
Estimated Annual Gross Receipts: $_ 1
RFP Goal is 75% ACDBE of estimated annual gross receipts or Good Faith Efforts -
please attach proof of obtaining ACDBE goal or Good Faith Efforts. (Please see RFP
Section 8 and Exhibit"6 "for additional information).
ACDBE Participation percentage—LOG Cl' o
Proposer will (circle r e}:CJ�) u�se.2City supplied�RMU-s)OR (B) provide two (2) RMUs
Brief summary of proposed retail product line:
C M 1 JN'S V 1SOZS
J 42tNZ) Souue.rn 6�-'t- . TC-►rl
Page 12 of 12