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HomeMy WebLinkAbout03514 - APCOA AIRPORT PAY PARKING MANAGEMENT LOT MO 5554 Standard Parking Parking Lot Management Amendment#3 AGREEMENT #A3514 THIRD AMENDMENT MO 7733, 9-7-05 TO -- PARKING LOT MANAGEMENT AGREEMENT NO. 3514 This THIRD AMENDMENT to Agreement No. 3 14 for p rkin I t management services (herein "Agreement") is made and entered into this ay of 2005, by and between the CITY OF PALM SPRINGS, a California m nicipal cor ration (herein "City") and Standard Parking Corporation (herein "Contractor"). RECITALS 'WHEREAS,on May 1, 1995,City and Contractor entered into that certain Parking Lot Management ,Agreement, for the exclusive operation of the parking lot at Palm Springs International Airport ("Airport"); 'WHEREAS,on September2, 1998,Cityand Contractor entered into a First Amendment to Parking Lot Management Agreement No.3514 forthe purpose of clarifying definitions, redefining facilities, modifying payment/fee structures, and extending the original agreement until April 30, 2005; and WHEREAS, on July 22, 2005, City and Contractor entered into a Second Amendment to Parking Lot Management Agreement No. 3514 to provide an extension of six (6) months for the purpose of operating the parking lot under the same management structure until such a time as Request for Proposal (RFP) could be developed to seek additional qualified operators; and WHEREAS, the parties wish to amend the Agreement pursuant to the terms of this Amendment to provide an extension of three (3) months for the purpose of operating the parking lot under the same management structure due to a necessary extension for submission deadlines for Request for Proposals (RFP 01-06) which is seeking qualified operators for parking lot management services at the Palm Springs International Airport AGREEMENT 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 as follows: 11. Article VI. Term of this Agreement. Is hereby amended to extend the Agreement for a period of three (3) months to January 30, 2006. 2. Due Execution. The person(s) executing this Third Amendment on behalf of the parties hereto warrant that (1),such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Third Amendment on behalf of said party, (iii) by so executing this Third Amendment, such party is formally bound to the provisions of this Third Amendment, and (iv) the entering into this Third Amendment does not violate any provision of any other agreement to which said party is bound. 3. Full Force and Effect. The parties further agree that, except as specifically provided in this Amendment No. 3, the terms of the Agreement shall remain unchanged and in full force and effect. 149C: 0ie9AL DID AND/ 2 ASREEi iEN-1 r , IN WITNESS WHEREOF, the parties have executed and entered into this Amendment as of the date first written above. CITY OF PALM SPRINGS ATTEST: a municipal corporation /Pi ty Jerk City Manager APPROT) TO FORM: APPROVED BY 011PNOUNCIL By: City After y CONTRACTOR: Check one:_Individual_Partnership_oration 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: E � BY ignature (nota ed)//—JL. /' Signature (notarized) Name: ✓Owlf �. /CEYC7� Name: /'i�e, Title: �.�'. Title: r/' fy C o t•State of tILI AS?r> } State of --IqL l A)9 t3 County ofi:1 )ss `\ County of B/o }ss �} On r_(cj_S' before me,._S``l-i3�K'e NSF,?/LT L On 9 al C before me,7,�P't/1] personally appeared�C'7�s C'.. iL.t-7 personallyappeared personally known to me (or proved to me on the basis of personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are satisfactory evidence)to be the person(s)whose name(s)Is/are subscribed to the within Instrument and acknowledged to me subscribed to the within instrument and acknowledged to me that he/she(they executed the same in his/her/their authorized that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),or the entity upon behalf of which the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. person(s)acted,executed the instrument. WITNESS my hh la�n^d.and official seal. WITNESS my hand a official seal. Notary JJ Nary Si nature. r � Signature:_ Notary Seal: Notary Se I: Ebhc,SIa1je ■■ xx A■ ... . .. , IdnPa, nu6lir-- [are of Nevada 1�rIA SIAVJE�NM! -R NLIBLAR - ,phie hocikr --,9,, a � i§��m�,,,.u�stf pamrmn HuordedIn fthmcoonly of Illinois "rc fdo"eiobor 10,N06 ion Esplres Aug.132009 `�.,.,. MW SECOND AMENDMENT TO PARKING LOT MANAGEMENT AGREEMENT NO, 3514 This SECOND AMENDMENT to Agreement No. 3514 for parking lot management services (herein "Agreement")is made and entered into this J day of l 2005, by and between the CITY OF PALM SPRINGS, a California municipal torpor tion (herein "City")and Standard Parking (herein "Contractor"). �Ur�Iwm �U L RECITALS WHEREAS, on May 1, 1995, City and Contractor entered into that certain Parking Lot Management Agreement, for the exclusive operation of the parking lot at Palm Springs International Airport ("Airport"); WHEREAS, an September 2, 1998, City and Contractor entered into a First Amendment to Parking Lot Management Agreement No. 3614 for the purpose of clarifying definitions, redefining facilities, modifying payment/fee structures, and extending the original agreement until April 30, 2005; and WHEREAS, the parties wish to amend the Agreement pursuant to the terms of this Amendment to provide an extension of six(6) months for the purpose of operating the parking lot under the same management structure until such time as a Request for Proposal (RFP) can be developed to seek additional qualified operators. AGREEMENT 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 as follows: 1. Article VI. Term of this Agreement. Is hereby amended to-extend the Agreement for a period of six (6) inonths to October 30, 2005, 2, Due Executlen. The person(s) executing this Second Amendment on behalf of the parties hereto warrant that (I) such party Is duly organized and existing, (li) they are duly authorized to execute and deliver this Second Amendment on behalf of said party, (ill) by so executing this Second Amendment, such party is formally bound to the provisions of this Second Amendment, and (lv) the entering into this Second Amendment does not violate any provision of any other agreement to which said party is bound. 3. Full Force and Effect. The parties further agree that, except as specifically provided In this Amendment No. 2, the terms of the Agreement shall remain unchanged and in full farce and effect. .. j APCOA, Inc. Parking Lot Mgmt. Amend #1 AGREEMENT #3514 M06218, 9-2-98 FIRST AMENDMENT TO PARKING LOT MANAGEMENT AGREEMENT#3514 THIS FIRST AMENDMENT to Agreement#3514 for Contract Services,(herein "Agreement")made and entered into on the d*-� day of ',5 ram, 1998, by and between the CITY OF PALM SPRINGS (herein "CITY") and APCOA ., a corporation, (herein "APCOA") is hereby amended effective October 1, 199S, as follows: 1. "Article I. Definitions" is hereby amended by adding the following definition: "1.5 The term "Downtown" means the area bounded by Tachevah on the north, Sunny Dunes on the south,Belardo,on the west and Calle Encilia on the east,see Exhibit"C-I". "1.6 The term "Metered Lots" means the municipal pay parking lots or privately owned pay parking lots operated under contract by the City, located in the Downtown as depicted on Exhibit "C-1" through "C-7" and as may be added to or deleted from time to time. "1.7 The term "Metered Streets" means a section of public right-of-way specifically designated by resolution of the,City Council upon which an Area Meter is installed. "1.8 The term "Airport Loop" means the public roadway directly in front of the Airport Terminal Building depicted on Exhibit "A". 9.9 The term "Facilities" means the locations defined in Section 1.3 to 1.7 above." "1.10 The term "Airport Parking Lot" means the public pay parking lot depicted on Exhibit "A" and any temporary parking areas designated by CITY." "1.11 The term "Taxi Starting Services" means the greeting and directing of potential taxicab passengers at the Airport's taxi stand area." 1.12 The term "Area Meters" means_ a centralized pay station for patrons of the Metered Lots and Metered Streets." 2. "Article II. Parking Lot" is hereby deleted in its entirety and replaced with a new "Article I1. FACILITIES MANAGED" as follows: 'U. FACILITIES MANAGED" 2.1 The Facilities to be managed and operated for CITY by APCOA under this Agreement are: (a)publicly owned properties to be managed and operated are the Airport Parking Lot, the Metered Lots, Metered Streets, the Airport Loop, and the parking auforcement in the Downtown,provided that the CITY shall retain the right to modify the above named facilities and its parking enforcement program. In case of any such modification which materially decreases the compensation received by APCOA hereunder or materially increases its expenses, APCOA shall have a reciprocal right to renegotiate the payment provisions set forth in Article III hereof. CITY to negotiate in good faith, without any obligation of the parties to reach an agreement. CITY shall have the right • APCOA, Inc. Airport's Pay' Parking Lot 5-yr. Mgt Agr AGREEMENT #3514 PARKING 50T MANAGEMENT AGREFMENT M05554, 4-5-95 TIiIS PARKING LOT AGREEMENT (°Agreement") is made and entered into to be effective as of the 1st day of May, 1995, by and between the CITY OF PALM SPRINGS, a municipal corporation, hereinafter referred to as "CITY", and APCOA, INC., a corporation, hereinafter referred to as "APCOA". W I T N Fs. S S E T H: WHEREAS, CITY owns and operates a regional airport and operates a terminal building in the City of Palm Springs, California; and WHEREAS, APCOA is desirous of operating a parking lot at said terminal for CITY; and WHEREAS, CITY is agreeable to entering into an agreement with APCOA for the exclusive operation of the parking lot at the terminal or at any new terminal area to which commercial scheduled airline operations may be changed during the term of this Agreement or any extension thereof upon the terms and conditions hereinafter stated; and WHEREAS, it is the intention of CITY that APCOA shall operate the parking lot for and on behalf of CITY and that this agreement shall not be construed so as to grant APCOA any interest in the premises designed by CITY as such parking lot other than to operate such parking lot- for compensation for the services rendered CITY as provided in this Agreement. NOW, THEREFORE, it is mutually agreed between the parties hereto as follows: I. DEFINITIONS 1.1 The term "CITY" whenever used herein means the City of Palm Springs, Which shall include any designated agent, and, where such Agreement speaks of approval by the City of Palm Springs, this may also include approval by any designated agent. 1.2 The term "APCOA° whenever used herein means APCOA, Inc., and shall also include any agent or successor thereof approved by CITY in writing. 1.3 The term "Airport" means the Palm Springs Regional Airport, located at 3400 East Tahguitz Canyon Way, Palm Springs, California, 1.4 Me term "Parking Lot" means the public parking lot servicing the terminal building at the Airport depicted on Exhibit "A" attached hereto and incorporated herein by reference. II. PARKING LOT 2.1 The property to be managed and operated for CITY by APCOA under this Agreement is the Parking Lot; provided that CITY shall retain the right to modify the Parking Lot and its parking enforcement plan. In case of any such modification which materially decreases the compensation received by APCOA hereunder, APCOA shall have a reciprocal right to renegotiate the payment provisions set forth in Article III hereof. / ' 2.2 APCOA, its agents, servants, patrons' and invitees, suppliers of service and materials, subject to all ordinances, rules and regulations having application at the Airport, shall have the right of ingress to and egress from the Parking Lot over and across all public roadways serving the Airport. F521383101{p8¢ppl4\Z13393u 4 eU312]195 RECEIVED Standard Parking' SEP 21 2005 900 North Michigan Avenue• Suite 1600 Chicago, Illinois 60611 BY. DEP 1 OF AVIATION (312)274-2000• Fax(312)640-6162 Writer's Direct Dial: (312) 274-2031 Legal Department Fax: (312) 640-6162 By Overnight Delivery September 20, 2005 City of Palm Springs Department of Aviation Palm Springs International Airport 3400 East Tahquitz Canyon Way, Suite OFC Patin Springs, CA 92262-6966 Attn: Richard S. Walsh, A.A.E. Director of Aviation Dear Mr. Walsh: Pursuant to your request of Jack Kelly, Senior Vice President, Airports West, enclosed please find four (4) sets of the Third Amendment to Parking Lot Management Agreement #3514, each signed and notarized by Standard Parking Corporation. Upon execution by the City, please return one (1) fully-executed original to my attention at the address on this letterhead. Very truly yours, nes C. Burdett ice President, Associate Counsel cc: J. Kelly Enclosures Walshl-Loc 02935 Ambiance in Parking CONTRACT ABSTRACT Contract Company Name: Standard Parking Company Contact: Jack Kelly Summary of Services: 3`d Amendment to Parking Lot Mgmt. Agreement Contract Price: N/A Funding Source: N/A Contract Term: October 30, 2005 - January 31, 2006 Contract Administration Lead Department: Aviation Contract Administrator: Richard Walsh Contract Approvals Council/ Community Redevelopment Agency Approval Date: 9/7/05 Minute Order/ Resolution Number: M07733 Agreement No: A3514 Contract Compliance Exhibits: Yes Signatures: Yes Insurance: On file Bonds: N/A Contract prepared by: Lawerence Wedekind Submitted on: 9/21/05 By: Janet Buck u' m M E M O R A N D U M �gtlftkR��� TO: Steve Zehr Assist. Director of Aviation FROM: Kathie Hart, CMC Chief Deputy City Clerk DATE: September 30, 2005 SUBJECT: Standard Parking Amend 3 to A3514 cc: File Attached are three duplicate originals of the above referenced agreement. I have retained the original for our files. Please feel free to contact me if there are any questions and/or if additional information is necessary, ext. 8206. /kdh attach. OP PACµ ,Sp > x MEMORANDUM t �'e11kAY0 c-10 rt7 vt TO: Larry Wedekind �a Landside Operations Manager FROM: ` Kathie Hart, CIVIC C Chief Deputy City Clerk DATE: July 22, 2005 SUBJECT: Standard Parking Amend 2—A3514 Attached are two copies of the above referenced agreement. We have retained the original our files. Please feel free to contact me if there are any questions, ext. 8206. /kdh attach. SECOND AMENDMENT TO PARKING LOT MANAGEMENT AGREEMENT NO, 3514 This SECOND AMENDMENT to Agreement No. 3514 for parking lot management services (herein "Agreement") is made and entered into this��mday of 1 2005, by and between the CITY OF PALM SPRINGS, a California unicipal torpor tion (herein "City") and Standard Parking (he""rein °Contractor"), �L RECITALS WHEREAS, on May 1, 1995, City and Contractor entered into that certain Parking Lot Management Agreement, for the exclusive operation of the parking lot at Palm Springs International Airport ("Airport'); WHEREAS, on September 2, 1998, City and Contractor entered into a First Amendment to Parking Lot Management Agreement No. 3514 for the purpose of clarifying definitions, redefining facilities, modifying payment/fee structures, and extending the original agreement until April 30, 2005; and WHEREAS, the parties wish to amend the Agreement pursuant to the terms of this Amendment to provide an extension of six (6) months for the purpose of operating the parking lot under the same management structure until such time as a Request for Proposal (RFP) can be developed to seek additional qualified operators. AGREEMENT 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 as follows: 1. Article VI. Term of this Agreement. Is hereby amended to extend the Agreement for a period of six (6) months to October 30, 2005, 2. Due Execution. The person(s) executing this Second 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 Second Amendment on behalf of said party, (III) by so executing this Second Amendment, such party is formally bound to the provisions of this Second Amendment, and (iv) the entering into this Second Amendment does not violate any provision of any other agreement to which said party is bound. 3. Full Force and Effect. The parties further agree that, except as specifically provided in this Amendment No. 2, the terms of the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed and entered into this Amendment as of the date first written above. CITY OF PALM SPRINGS _ - ATTEST: a municipal corporation r t Q leik City Manager APPROVED A TO FORM: APPROVED BY CITY COUNCIL yw g��A k-,n* By: 'k / city Attom ey CONTRACTOR: Check one:_Individual_Partnership YCorporation 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: i�.,,�; 4 s G / Signature In arizel Signature (notarized) r � Name: Name: ' ' D CF a I � Title: Sf, State ofQ�t-� "*Tt� } Stale of County of 0 rACE ss County of C00 I4/_ }ss`'L p On�7LQ_beforeme,�ai_0�s9_6f-- i` (SI_P�- On 5` 1'2 O�beforeme, dJ4ipIIL-Accli-IL("L" L(/ , personally appeared-Ifl�`a L LL�l personally appeared . 9C2uU�� personalty known to me (or proved to me on the basis of personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)Islare satisfactory evidence)to be the person(s)whose name(s)Islare subscribed to the within Instrument and acknowledged to me subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/fhelr signature(s) on the capacity(les), and that by his/her/their signature(s) on the instrument the person(s),or the entity upon behalf of which the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the Instrument. person(s)acted,executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary `^ ` �i �lltl Notary 1 4 g® Signature- - Signature: ��-.r �U ( � v\_. w Notary Seal: Notary Seal: - /w"•� ,JENNIFER HUBLAR =NOTARYPUBLIC, SEAL " r Notary Public-State of Nevada PANILE s - o Appoh1n,17111ccorded in washoe County tt E OF ILLINOIS 1 € s idavember 19.2006 s/@ a/,`• RES 7/1/2008 fvo;02 79264_ F:z nre CERTIFICATION OF CORPORATE RESOLUTION The undersigned, Robert N. Sacks, does hereby certify that he is a duly elected Secretary of Standard Parking Corporation, a Delaware corporation (the "Corporation"); that the following resolution was duly adopted by the Board of Directors of the Corporation on April 24, 1998, by written consent in lieu of a meeting, and in accordance with the General Corporation Law of the State of Delaware and the Bylaws of said Corporation; that the following resolution is in full force and effect and has not been modified or altered, to-wit: RESOLVED, that any one of the Chairman, Chief Executive Officer, President, any Executive Vice President, any Senior Vice President or any Vice President of the Corporation be, and each of them hereby is, authorized to execute and deliver any bid or proposal, lease agreement, management agreement, operating agreement or contract, or other instrument or docrunent relating thereto, in the narne of and on behalf of this Corporation, subject, however, to the approval by the Board of Directors of the terms of any agreement providing for the purchase of the total assets or the stock of another individual, partnership or corporation prior to execution of such agreement and any other docmnent in connection therewith. I, Robert N. Sacks, ,Secretary of Standard Parking Corporation, having compared the foregoing resolution with the original thereof, as recorded in the minute book of said company, do certify that the sane is correct and a true transcript therefrom, and of the whole of said original resolution. I further certify that John C. Kelly is the duly elected Senior Vice President-Airports, West of the Corporation and James C. Burdett is the duly elected Vice President, Associate Counsel and Assistant Secretary of the Corporation. Given wider my hand and seal of the company, in the city of Chicago, st�te of Illinois this 13"' day of May, 2005. Robert N Sacks Secretary Standard Parking° 900 North Michigan Avenue - Suite 1600 s,a�;�!. i.�F.Chicago, Illinois 60611 ` ^'� F Y L 1"1 �r OF PALf9 S"PRI14G:� (312)274-2000 • Fax(312)640-6162 2005MAY 16 All 9; 44 � r e�qF Qia: 1f312) 274-2031 a flf(r�a 'Y312) 640-6162 By UPS-Monday Delivery City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Jay Thompson, City Clerk Re: Palm Springs Regional Airport/Standard Parking Loc. 01212 Dear Mr. Thompson: Enclosed please find four (4) originals of the Second Amendment to Parking Lot Management Agreement No. 3514, each executed by Standard Parking Corporation. Also enclosed is a corporate resolution. Upon execution of the document by the City, please return one (1) fully executed original to my attention at the address on this letterhead. If you have any questions or concerns, then please do not hesitate to call me. Very holy yours, ames C. Burdett Vice President, Associate Counsel,Assistant Secretary Enclosures cc: J. Kelly J. Ricchiuto JThomgson1 Ambiance in Parkingm APCOA, Inc. • Parking Lot Mgmt. Amend #1 AGREEMENT #3514 M06218, 9-2-98 FIRST AMENDMENT TO PARKING LOT MANAGEMENT AGREEMENT #3514 THIS FIRST AMENDMENT to Agreement 43514 for Contract Services, (herein "Agreement") made and entered into on the day of �� (,—. (,j 1998, by and between the CITY OF PALM SPRINGS (herein "CITY") and APCOA, fNL., a corporation, (herein "APCOA") is hereby amended effective October 1, 1998, as follows: 1. "Article I. Definitions" is hereby amended by adding the following definition: "1.5 The term "Downtown" means the area bounded by Tachevah on the north, Sunny Dunes on the south, Belardo on the west and Calle Encilia on the east, see Exhibit "'C-V. "1.6 The term "Metered Lots" means the municipal pay parking lots or privately owned pay parking lots operated under contract by the City, located in the Downtown as depicted on Exhibit "C-1" through "C-7 and as may be added to or deleted from time to time. "L7 The term "Metered Streets" means a section of public right-of-way specifically designated by resolution of the City Council upon which an Area Meter is installed. "1.8 The term "Airport Loop" means the public roadway directly in front of the Airport Terminal Building depicted on Exhibit "A". 111.9 The term "Facilities" means the locations defined in Section 1.3 to 1.7 above." "I.10 The term "Airport Parking Lot" means the public pay parking lot depicted on Exhibit "A" and any temporary parking areas designated by CITY." "1.11 The term "Taxi Starting Services" means the greeting and directing of potential taxicab passengers at the Airport's taxi stand area." "1.12 The term "Area Meters" means a centralized pay station for patrons of the Metered Lots and Metered Streets." 2. "Article II. Parking Lot" is hereby deleted in its entirety and replaced with a new "Article II. FACILITIES MANAGED" as follows: "II. FACILITIES MANAGED" 2.1 The Facilities to be managed and operated for CITY by APCOA under this Agreement are: (a) publicly owned properties to be managed and operated are the Airport Parking Lot, the Metered Lots, Metered Streets, the Airport Loop, and the parking enforcement in the Downtown, provided that the CITY shall retain the right to modify the above named facilities and its parking enforcement program. In case of any such modification which materially decreases the compensation received by APCOA hereunder or materially increases its expenses, APCOA shall have a reciprocal right to renegotiate the payment provisions set forth in Article III hereof. CITY to negotiate in good faith, without any obligation of the parties to reach an agreement. CITY shall have the right 2 to terminate loop road enforcement and/or taxi starting and/or Downtown Managed Parking administration/enforcement provisions of this Agreement with 60 days notice and shall not be liable to APCOA except for actual costs incurred plus a proportional share of the annual management fee. (b) Privately owned property. CITY shall have the right to add privately owned Metered Lots to its Managed Parking Program and APCOA shall manage said Metered Lots. In case of any such addition which materially increases APCOA's expenses, APCOA shall have the reciprocal right to renegotiate incremental increases in the payment provisions set forth in Article III hereof, except the 6.65% of gross level shall not be subject to adjustment. Should the subject private facility be deleted from the program, any negotiated increase shall be reversed. 2.2 APCOA, its agents, servants, patrons and invitees, suppliers of service and materials, subject to all ordinances, rules and regulations having application at the Airport and in the City of Palm Springs shall have the right of ingress to and egress from the Facilities outlined in Section 2.1, over and across all public roadways serving said Facilities." 3. "Article III Payments" 3.1(a) through (d) are hereby amended to read as follows: (a) Eighty-five percent (85%)of the annual Gross Receipts which are not in excess of Seventy-Five Thousand Dollars ($75,000.00) per annum, plus (b) Fifteen percent (15%) of the annual Gross Receipts in excess of Seventy-Five Thousand Dollars ($75,000.00) per annum,but not in excess of Three Hundred Thousand Dollars ($300,000.00), plus (c) Twelve and one half percent (12.5%) of annual Gross Receipts in excess of Three Hundred Thousand Dollars ($300,000.00) per annum, but not in excess of Six Hundred Thousand Dollars ($600,000.00) per annum, plus (d) Six percent (6%) of annual Gross Receipts in excess of Six Hundred Thousand Dollars ($600,000.00) per annum, but not in excess of Eight Hundred Thousand Dollars ($800,000) per annum, plus (e) Ten percent (10%) of annual Gross Receipts in excess of Eight Hundred Thousand Dollars ($800,000) per annum. 4. "Article HI Payments" is hereby further amended by deleting Sections 3.2, 3.3 and 3.4 and adding the following new Sections: "3.2 As consideration for each month of performance of traffic directing, parking enforcement and taxi starting duties on the Airport Loop, APCOA shall be paid monthly one twelfth its out of pocket expenses based on an estimated budget, as set forth at Exhibit "D", which shall be adjusted at the end of each year(year shall be May I through April 30) based on actual expenses incurred by APCOA in performance of the duties under this Section, by a refund from APCOA to CITY equal to the amount that the estimated budget exceeds actual expenses or a payment by CITY to APCOA equal to the amount that the actual budget expenses exceed the estimated budget within 30 days of final adjustment. The final adjusted cost for any one year should be the new Fxhibit "D" for the following year. APCOA shall also be paid a monthly management fee of$2,700 for each month duties are performed and 5.85% of all Airport parking citation revenue 3 generated at the Airport and 5.85% of all taxi access fees. "3.3 As consideration for each month of performance of operating the City Metered Lots and the Downtown parking enforcement program for the CITY, APCOA shall be compensated as follows: (a) Monthly, one twelfth of APCOA's out of pocket expenses, as estimated on "Exhibit E" adjusted at the end of the year(year shall be May 1 through April 30) for actual expenses incurred by APCOA in performance of the duties under this Section by a refund from APCOA to City equal to the amount that the estimated budget exceeds actual expenses or a payment by the CITY to APCOA equal to the amount that the actual expenses exceed the estimated budget within 30 days of final adjustment. The final adjusted cost for any on year shall be the new Exhibit "E" for the following year, (b) Monthly, a management fee of$2150 for each month duties are performed, shall be payable by CITY to APCOA, plus (c) 6.65% of net receipts collected by APCOA herein from the Metered Lots, and from fees collected by the CITY for parking citations issued by APCOA and valet parking licensing. "Net Receipts" shall be defined for purposes of this Section as Gross Receipts less APCOA's compensation, lot maintenance and utilities, City's administrative charges and Transportation Department administration charges,administrative charges not to exceed$40,000 in any year. 3.4 On behalf of CITY, APCOA agrees to collect, account for and deposit all Gross Receipts from the Airport Parking Lot, Metered Lots and Metered Streets in a depository designated by CITY in the name of and as directed by CITY. APCOA shall deposit daily all such Gross Receipts from the Airport Parking Lot and at least weekly all such Gross Receipts from the Metered Lots in a bank account specifically designated by CITY. Should CITY at any time change its depository, it shall give at least seven(7)days notice of such change to APCOA. 3.5 On or before the twenty-fifth (25th) day of each month, APCOA shall deliver to CITY a statement in a form approved by CITY detailing the Gross Receipts from each of the Facilities managed for the preceding month and the Management Fee/Expenses payable to APCOA, which statement shall be certified by an officer of APCOA. Within fifteen (15) days after the delivery of the statements of Gross Receipts, CITY shall pay APCOA the management fee and all other monetary considerations due APCOA hereunder. 3.6 APCOA agrees to furnish to CITY in a form approved by CITY an annual statement of Gross Receipts and Management Fee including all compensation under Article III payable to APCOA certified by APCOA, or by its designated agent, on or before June 15 of each year during or immediately following the term of this Agreement for the previous one (1) year commencing May 1 and ending April 30. In the event the Gross Receipt less the Management Fee paid to manager for the Airport Parking Lot for said previous one (1) year is less than the minimum Gross Receipts to be received by CITY pursuant to Section 3.1 above, APCOA shall remit to CITY the difference reflected in such annual statement. 4 5. "Article V. Scope of Agreement" is hereby amended by adding the following sections: "5.7 APCOA shall implement the CITY parking management program by installing area meters within Metered Lots and Metered Streets designated by the CITY and shall enforce parking regulations within those lots pursuant to city and state codes. In addition, APCOA shall provide on-street parking enforcement in the Downtown and administration of any valet parking licenses issued within the Downtown. The Plaza Mercado lot shown on Exhibit "C" is under a development agreement which allocates 50% of the spaces, at 50% of the rate, to the adjacent development. "5.8 APCOA shall enforce parking regulations and oversee metered lot operations for the CITY in the Downtown providing 161 enforcement manhours per week or as City may from time to time amend, in which case the'parties will renegotiate the Exhibit "E" budget. APCOA shall provide monthly reports accounting for all enforcement hours provided in the previous month. "5.9 APCOA shall provide traffic directing and parking enforcement on the Airport Loop, providing a total of 4,500 manhours per year, see (Exhibit "F") or as CITY may from time to time amend in which case the parties will renegotiate Exhibit "D" budget. CITY and APCOA to develop specific schedules to meet airline activity. "5.10 APCOA shall provide taxi starting services at the Airport Loop; providing a total of 3000 manhours per year (see Exhibit "P") or as CITY may from time to time amend, in which case the parties will renegotiate the Exhibit "D" budget). CITY and APCOA to develop specific schedules to meet airline activity." 6. "Article VI. TERM OF TIES AGREEMENT" is hereby amended to extend the Agreement for five years to April 30, 2005." 7. "Article VIL RATES TO BE CHARGED" is hereby amended to read as follows: 7.1 Parking rates charges for the Airport Parking Lot, effective October 1, 1998, shall be in accordance with the following: First hour $1.50 Each additional hour $1.50 Maximum each 24 hours $6.25 APCOA will provide parking tickets at its expense and each vehicle parked at the Airport Parking Lot shall be ticketed. Special taxes on parking receipts, if any, shall be added to the rates set forth above. Such taxes shall not be considered a part of Gross Receipts. Any changes in the above rates shall be subject to mutual agreement of CITY and APCOA. 7.2 Parking rates charges for the Metered Lots and Metered Streets shall be in accordance with the following: First 2 hours $1.00 Each additional hour $1.00 Maximum each 24 hours No Maximum Fee i • 5 APCOA will provide parking tickets within its budget and each vehicle parked in the Metered Lots shall be ticketed. Any changes in the above rates shall be subject to mutual agreement of CITY and APCOA. CITY may establish and APCOA shall collect monthly flat rates for up to 5% of the spaces in each Metered Lot which said fee shall be as established by separate resolution. 8. "Article VIII General Provisions" is hereby deleted in its entirety and replaced as follows: "8.1 APCOA shall observe and obey all laws, ordinances, rules and regulations of the federal, state, county and municipal governments which may be applicable to its obligations at the Airport and in the Downtown. It is specifically agreed that CITY has the right to and shall adopt and enforce reasonable rules and regulations or ordinances with respect to the use of the Airport and related facilities and Downtown Facilities, which rules and regulations or ordinances APCOA agrees to observe and obey. 8.2 APCOA shall obtain, pay for and maintain all permits and licenses necessary for the operation at the Airport and in the Downtown, all at no cost or expense to CITY. 8.3 APCOA shall keep the Airport Parking Lot and Metered Lots in a safe, orderly and inviting condition at all times satisfactory to CITY. 8.4 At its own expense, APCOA shall bear all costs of salaries and wages, supplies, insurance and rate signage revisions for the Airport Parking Lot necessary during the term of this Agreement. It is understood that rate-signage changes shall be made by a professional sign company. Should it be necessary to repair or replace the rate signs, such cost shall be borne by CITY. 8.5 APCOA shall, at its expense, perform all necessary maintenance to the parking revenue-control equipment for the Airport Parking Lot and obtain and maintain a full- service maintenance contract from a qualified equipment maintenance contractor subject to CITY's prior written approval of such contract. CITY agrees to reimburse APCOA for the cost of such maintenance contract (not to exceed Three Thousand Five Hundred Dollars [$3,500.00] per year) within thirty (30) days after CITY's receipt of APCOA's statement showing the amount paid by APCOA, with a copy of an invoice of such contractor and/or other such document evidencing APCOA's payment of such cost attached thereto. 8.6 APCOA shall, at its expense, acquire install and maintain Area Meters and Signage, subject to CITY approval of the equipment, in the Metered Lots necessary to implement the CITY Downtown Parking Management Program based on the schedule outlined in Exhibit "G." If Metered Lots are not ready for area meter and signage installation, APCOA shall store said equipment and then install said equipment once the Metered Lot is ready. CITY shall rebate over twelve (12) months, in 12 equal installments,the cost of equipment, signage and installation up to a total of$60,000. The rebate shall commence concurrent with the first full month of the first of Metered Lots operation. For Metered Lots added to the program after the date of the Agreement, APCOA shall provide Area Meters at CITY expense. 8.7 APCOA shall, at its expense, ensure that all parking equipment/software installed in the Airport Parking Lot and the Metered Lots/Metered Streets are year 2000 compatible 6 and will have no difficulty operating in the new millennium. 8.8 APCOA shall, at its expense, provide public relations training, including all necessary refresher courses, to ensure that all employees are customer service friendly. 8.9 APCOA shall maintain an automated exit booth that accepts credit cards at the Airport Parking Lot, and shall accept credit cards at their manned booths. CITY hereby agrees to reimburse APCOA for up to two and one/half percent (2.5%) of the fees charged by major credit card companies for credit transactions at the automated booth. Any fees incurred in excess of said amount shall be at APCOA's sole expense. 8.10 Except for APCOA's removable personal property, which may be removed from the Airport Parking Lot by APCOA at the termination of this Agreement, title to any equipment and improvements installed or made by APCOA shall vest in CITY upon installation. Notwithstanding CITY's ownership of such equipment and improvements, .APCOA shall retain all rights to utilize amortization deductions with respect to all such equipment and improvements. Consequently, it is understood and agreed between CITY and APCOA that, for the purposes of this Agreement, APCOA shall amortize the cost of equipment and improvements and investment(if any), required to be installed or made by APCOA hereunder over the then remaining term of this Agreement on a straight-line basis. Within thirty (30) days of the installation of such equipment, improvements or investment, APCOA shall provide CITY an itemized list of the item installed and the costs thereof together with such supporting documentation as CITY may request. If for any reason (except APCOA's default or APCOA's abandonment of the premises without just cause)this Agreement should be terminated or cancelled prior to the expiration date of said amortization period, APCOA shall have the right,without waiving any other legal rights or remedies available to APCOA, to be reimbursed by CITY for the unamortized amount of such capital expenditures and investments made by APCOA; provided, however, that CITY shall not be obligated to reimburse APCOA for any equipment for which APCOA has failed to provide CITY with an itemized list as provided above. Such reimbursement shall be made within thirty(30) days after receipt by CITY of a statement from APCOA indicating the determination of such amount due and owing APCOA. It is agreed that no refunds for unamortized equipment costs incurred during the term of any previous Management Agreement between APCOA and CITY shall be due APCOA. 8.11 APCOA shall at all times hire and supervise an active, qualified, competent and experienced manager, acceptable to CITY, to supervise its operations and be authorized to represent and act for APCOA. APCOA's employees shall be clean, courteous, efficient and neat in appearance. APCOA shall not employ any person or persons in or about the Parking Lot who shall use improper manners. APCOA agrees to remove its manager, or any other employee,from the Airport whose conduct CITY feels is detrimental to the best interest or CITY. APCOA shall be required to uniform its attendants properly, and such attendants shall present a clean and neat appearance at all times. The attendants shall discharge their duties in a courteous and efficient manner, and it shall be the duty of APCOA to maintain a close check over attendants to ensure the maintenance of a high standard of service to the public, the performance of such obligations to be determined at the sole discretion of CITY. It is expressly understood that all such persons shall be the employees of APCOA and not of CITY. 8.12 APCOA agrees that CITY may authorize the use of the parking facilities at the Airport for the sale of used rental cars so long as the area utilized does not adversely affect the availability of parking for airline passengers. Further, APCOA, at its expense and in consultation with the rental car companies, shall design a lot configuration to accommodate such sales. 8.13 APCOA shall establish and maintain at the Airport complete and orderly files, containing correspondence, Gross Receipts records, payroll records, insurance policies, receipts, unpaid bills, vouchers and all other documents and papers pertaining to the Airport Loop,the Downtown and the Metered Lots/Metered Streets, and the management and operation thereof. APCOA shall further establish and maintain in accordance with generally accepted accounting principles, consistently applied, accurate and complete books of account with proper entries of all receipts, income and disbursements pertaining to the Airport Parking Lot. All such files, records, books of account and other items shall be and remain the property of CITY and shall be available to CITY and its representatives for inspection at any time during regular business hours. 8.14 Both parties agree to use reasonable care and diligence to perform their respective obligations under this agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified,neither party shall be responsible for the service of the other. 8.15 APCOA shall periodically prepare and submit to CITY such reports concerning the performance of the services required by this Agreement as CITY may require. 8.16 CITY and APCOA agree to develop contingency plans and programs to meet short-term overflow parking needs at the Airport. The cost of said mutually agreed upon program shall be paid for by the CITY with all other considerations to APCOA being the normal percentages of parking receipts as provided in this Amendment. 8.17 APCOA agrees that CITY shall have the right to develop revenue neutral incentive and validation programs for the Metered Lots. Such programs that are not revenue neutral shall be subject to negotiations concerning ARTICLE III fees due APCOA. 9. "Article IX Further Agreements of CITY" is hereby amended by adding paragraph 9.1 to read as follows and by adding paragraph 9.3 to read as follows: 9.1 CITY shall bear the expense of utility charges as required for the area lighting, exit booth function,heating,cooling of the Airport Parking Lot and the improvements thereon, and the lighting and maintenance of Airport Parking Lot and Metered Lots landscaping and planters, including the cost of water. 9.3 CITY shall provide, at its expense, the following items to APCOA for their utilization: A. 100 sq.ft. of office space at the Airport on the landside of the terminal. B. 100 sq.ft. of office space in the Downtown. C. Two motorized three wheel scooters for parking enforcement, including all maintenance and fuel. D. Parking citation forms and or automated ticket writing equipment. a 10. "Article XII. APCOA Default, Sub paragraph 12.1(a), in the second line following "Parking Lot" insert "Airport Parking Lot, Metered Lots, Loop Road and Downtown." 11. Except as specifically provided in this Amendment, all terms and conditions in the Agreement shall remain unmodified and in full force and effect. 12. Corporate Authority. The persons executing this Agreement 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 Agreement on behalf of said party, (iii) by so executing this Agreement, such parry is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said part is bound. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement of the date first written above. ATTEST: ITY OF PALM SPRt, LIFORNIA i B I esL ity Clerk y Manager APPROVED AS TO yORM: City CONTRACTOR: �ioC®t;1 ONc, RY V ? o 110 _tp��� �-�-�7 (Check One: individual, _partnership, / L corporation) (NOTARIZED) By: nag e s Print Name and Title (�Q (NOTARIZED)Z n_' By: I l W� Lpatk eta r✓.�,5 I�--`^)�,`vy.-L Y� ��.�5. "OFFICIAL SEAL" Print name ad Title JERALDINE BROADNAX MailingAddress: NOTARY PUBLIC STATE OF ILLINOIS MY COMMISSION EXPIRES 07/25/02 (Corporations require two signatures, one from each of the following: A. Chairman of Board, President, any Vice President; AND B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). End of Signatures. EXHIBIT "A" _ _ � 1p '•'�aim _ • .1 gyp/ �',� °4�. w.. n VjV, I'tz P EMPLOYEE PARKING PROGRAM LOT LOCATIONS Legend PARKff4G ANALYSIS QfTY OF PALM SPRINGS Roads (— Alejo Rd Freeways Blue Coyote J Lobster Compan .. ------ n ' Central Business District iD ¢ v City Blocks ----- ----- - A-mado ftd- - - - enry Fragk Arcade a FOIIIeS Andreas Rd .. ® Desert Fashion Plaza 6 3I a ABC Program Lot Locations -- •- --------- -- - -` -----Tahquitz-BanYOnWaY------ - ------.-------- -------- ------ ------ n Meic'edo Plaza Site I . I I ' Arenas Rd ----. --....-----............ ThVi Vineyard .. . ;I Las Casuelas Terraza 1 • --_, Bahsto Rd' -- : rn . . .. ._. _ --- - - rc� • a ° l � a � �Baristo Rd d� 0 3 a a d Miles --- 0 Ramon Rd .. ... ... . ° N 0 1 2 _ I^ Y — C----- ---- _—_—_ a� II a m, C D Il 'I - EsrwanrviAs iD .D II ✓ C C C C I E� nr ar li � ©I II i ar I II r I` � .IX an. I , /,,.�/ I ..,a IX.D—.I O-•II �k IX •wwr�--.I I I • � _ {t � — o<`lee.m4 _ a— � � I q.�az I� R\ [[ � p /�1M° 6 S �y I s1 A a.M1 .— (yxrrw w{ IM1'aR'c'f'LYf/J" IIWW��+ � �,�IfJ�IFq� �d' •H _ A � ��„: C I r Jo-- —— 0 II er.0�mnva IXo a.r rswwu _ Q I {I 1 1 +"D" h+� II r it I � k-- II II I I O `FI I 11 I��� e<aae totioxrn--Il -_ I xw� e.m I I -li_ I� I - � ✓ �+ III I II I � Ik_ I ��., � �i i �I - a I � ✓ Z �ama i �cn II wun _ • pgT. �I U m JI- SECiIIXJ A-A � II 111 �� I II I' u y Ik. •� II_ (nD,an CONSTRUCTION NOTES F WRY•E DATA l3 r PfiNATEEYJ A7E PA PARKPK3 n e L "+ -�•.-�^"�TM 'I II I 11 � I - p (rnaan OO >a .DaDm �; :a o,�na'•ro''n-.m a.�.,a O�D,E.D�D..D...,�c . �-y 7 II I � II_ - II © ne �.DarrD• — p.��A�rm.a�s m,.iq,.nD.w ®�.'�'"m�maw.^r n�an• j tl II II I� i-- pp is D ar ss »..a n.,rc ®.ter IX are uwr ,D Imoow ..r ___ i pirortir w.0 © as .n.v' OOw �.�xo�v�m ®cwsnun r.xw�.rc r...iD NaHI: ffa II ,,„'raw°ww`.L°" K ARENAS �:o 10 7 3D'0 3° 1p ©a�wDN ac.o.rws aw mros°n g is-% ff nw.s1�xD5 fm.�4 on 9E- _ CLTY OF PALM SPRINGS. CAUFORNIA g G4 R •-•. US CASUELAS x�rer.wa ..ro 9: ••• •`••• —•� PARKING IAT IMPROGEI�N'IS �-. PLANT LEGEND it sn ' f L- I COYOTE RESTAURANT CL I e, M -.<J - _-__ y' .,,. `: I� ill •III . '' •4. ,W �_ L 8 � > ' 242 z z J Z -= ENTRY ?y - -, 636 SCAL I !qqu E PLANT LEGEND " U Iij EXISTING BUILDING •-�-• �` n- .. .. 0 11 n III �9jei " '� �'�: / Y �� l W \ I V EL - EXGB NG BUILDING } Q O QZof V All L-5 aan • EXIHBIT "C-5" 13- 14 of I L 11�71li ji. . ......... ............. --——--———— EMBIT "C-6" . - - .-.._.._- _.._..-..-.._.._. o I O m I I m j c g ajI o C� o 4m o i o 0 0 0 o i I --- I j — m —I e jC;C� I i m .._.._.._.._..—.._..._..—.._.._..—.._ I I I I I i e - j LOBSTER CO LOT j 0 p o 73 I I I � I I I I I I I I I PJ"I C myo Drive ..____ EXHIBIT "D" PALM SPRINGS, CA LOOP ROAD TRAFFIC DIRECTING, PARKING ENFORCEMENT AND TAXI STARTING SERVICE 1998/1999 BUDGET DESCRIPTION 1998/1999 Personnel Salaries & Wages 74,282 TOTAL PAYROLL 74,282 Payroll Expenses Payroll Taxes and Benefits 181571 TOTAL BENEFITS 18,571 TOTAL PAYROLL & BENEFITS 92,853 Operating Expenses Uniform & Laundry Expense 2,500 Supplies & Small Tools 500 Stationery & Off Supplies 1 ,000 R & M Equipment 500 Insurance 9,600 Recruiting Expense 1 ,250 Gas Allowance 400 Communication Equipment 11750 Drug,Testing 500 TOTAL OPERATING EXPENSES 18,000 TOTAL EXPENSES $110,853 EXHIBIT "E" PALM SPRINGS, CA DOWNTOWN PARKING FACILITIES 1998/1999 BUDGET DESCRIPTION 1998/1999 Personnel Salaries & Wages 54,008 TOTAL PAYROLL 54,008 Payroll Expenses Payroll Taxes and Benefits 111342 TOTAL BENEFITS 11 ,342 TOTAL PAYROLL & BENEFITS 65,350 Operating Expenses Uniform & Laundry Expense 21000 Supplies & Small Tools 500 Ticket Expense 600 Stationery & Off Supplies 1 ,000 R & M Land & Buildings 1 ,000 R & M Equipment 1 ,000 Insurance 7,100 Recruiting Expense 750 Postage & Freight 480 Telephone 700 Drug Testing 500 TOTAL OPERATING EXPENSES 15,630 TOTAL EXPENSES $80f980 EXHIBIT "F" MAN HOURS ALLOCATION 1 . Downtown Parking Enforcement 161 man hours per week (Manhours may be reduced should CITY determine a reduction to be in the best interest of the City.) 2. Airport Loop Road Enforcement/Taxi Starting (Manhours may be reduced should CITY determine that a reduction is in the best interest of the Airport.) Loop Road Man hours* Taxi Starting Man hours ** September 23 0 100 October 320 360 November 480 360 December 720 370 January 720 370 February 720 360 March 720 360 April 480 360 May 320 360 June 0 0 July 0 0 August 0 0 September 1-22 0 0 * October and May 80 man hours per week; November and April 120 man hours per week; December through March hours of coverage are 6:30 am to 10:30 pm. ** Based on 12 hours per day, one person on duty from 11 :00 am to 11 :00 pm. EXHIBIT "G" EQUIPMENT INSTALLATION SCHEDULE APCOA shall have installed "Signage" and "Area Meters" in the Metered Lots as follows: 1. Within 45 days of the effective date of the Agreement: (a) Las Casuelas Terraza (b) The Vineyard (c) Henry Frank Arcade (d) Blue Coyote (e) Plaza Mercado 2. Within 30 days of the completion of parking lot reconstruction/construction: (a) Lobster Company APCOA, Inc. Airport' s Pay Parking Lot 5-yr. Mgt Agr AGREEMENT #3514 PARKING LOT MAMANAGEMENTAGREEMEN M05554, 4-5-951 THIS PARKING LOT AGREEMENT ( "Agreement" ) is made and entered into to be effective as of the 1st day of May, 1995, by and between the CITY OF PALM SPRINGS, a municipal corporation, hereinafter referred to as "CITY" , and APCOA, INC. , a corporation, hereinafter referred to as "APCOA" . W I 'T N F, S S E T H: WHEREAS, CITY owns and operates a regional airport and operates a terminal building in the City of Palm Springs, California; and WHEREAS, APCOA is desirous of operating a parking lot at said terminal for CITY; and WHEREAS, CITY is agreeable to entering into an agreement with APCOA for the exclusive operation of the parking lot at the terminal or at any new terminal area to which commercial scheduled airline operations may be changed during the term of this Agreement or any extension thereof upon the terms and conditions hereinafter stated; and WHEREAS, it is the intention of CITY that APCOA shall operate the parking lot for and on behalf of CITY and that this agreement shall not be construed so as to grant APCOA any interest in the premises designed by CITY as such parking lot other than to operate such parking lot for compensation for the services rendered CITY as provided in this Agreement. NOW, THEREFORE, it is mutually agreed between the parties hereto as follows: I . DEFINITIONS 1 . 1 The term "CITY" whenever used herein means the City of Palm Springs, which shall include any designated agent, and, where such Agreement speaks of approval by the City of Palm Springs, this may also include approval by any designated agent . 1.2 The term "APCOA" whenever used herein means APCOA, Inc. , and shall also include any agent or successor thereof approved by CITY in writing. 1.3 The term "Airport" means the Palm Springs Regional Airport, located at 3400 East Tahquitz Canyon Way, Palm Springs, California. 1 .4 The term "Parking Lot" means the public parking lot servicing the terminal building at the Airport depicted on Exhibit "A" attached hereto and incorporated herein by reference. II . PARKING LOT 2 . 1 The property to be managed and operated for CITY by APCOA under this Agreement is the Parking Lot; provided that CITY shall retain the right to modify the Parking Lot and its parking enforcement plan. In case of any such modification which materially decreases the compensation received by APCOA hereunder, APCOA shall have a reciprocal right to renegotiate the payment provisions set forth in Article III hereof . 2 .2 APCOA, its agents, servants, patrons and invitees, suppliers of service and materials, subject to all ordinances, rules and regulations having application at the Airport, shall have the right of ingress to and egress from the Parking Lot over and across all public roadways serving the Airport. F52\383\014084-0014\2133936.4 a03/23/95 III . PAYMENTS 3 . 1 All parking fees, charges and, other monies received by APCOA in its operation of the Parking Lot, including, without limitation, receipts from parking meters, concession validations, parking coin machines, employee parking fees, if any, and charges paid by monthly parkers, but: excluding any parking tax which may be levied by CITY ( "Gross Receipts") , shall become the property of CITY immediately upon the collection and receipt thereof, and shall be accounted for as hereinafter provided. As consideration for the performance of the services to be performed by APCOA under this Agreement, CITY shall pay APCOA a percentage of Gross Receipts to be computed and paid on the following basis ( "Management Fee") : (a) Eighty-five percent (850s) of the annual Gross Receipts which are not in excess of Seventy Thousand Dollars ($70, 000 . 00) per annum, plus (b) Fifteen percent (150) of the annual Gross Receipts in excess of Seventy Thousand Dollars ($70, 000 . 00) per annum, but not in excess of Three Hundred Thousand Dollars ($300, 000 . 00) , plus (c) Twelve percent (12%) of annual Gross Receipts in excess of Three Hundred Thousand Dollars ($300, 000 . 00) per annum, but not in excess of Six Hundred Thousand Dollars ($600, 000 . 00) per annum, plus (d) Five percent (5%) of annual Gross Receipts in excess of Six Hundred Thousand Dollars ($600, 000 . 00) per annum. However, after paying to APCOA the Management Fee, in no event will CITY receive less than Three Hundred Twenty-Five Thousand Dollars ($325, 000 . 00) in annual Gross Receipts . If the amount of Gross Receipts less the Management Fee for any twelve (12) month period commencing May 1 and ending April 30 during the term hereof are less than said amount, APCOA shall pay CITY the difference up to the total Management Fee received by APCOA hereunder. 3 .2 On behalf of CITS.', APCOA agrees to collect, account for and deposit all Gross Receipts in a depository designated by CITY in the name of and as directed by CITY. APCOA shall deposit daily all such Gross Receipts in a bank account specifically designated by CITY. Should CITY at any time change its depository, it shall give at least seven (7) days notice of such change to APCOA. 3 .3 On or before the twenty-fifth (25th) day of each month, APCOA shall deliver to CITY a statement in a form approved by CITY detailing the Gross Receipts for the preceding month and the Management Fee payable to APCOA, which statement shall be certified by an officer of APCOA. Within ten (10) days after the delivery of the statement o:E Gross Receipts, CITY shall pay APCOA the Management Fee based upon the Gross Receipts received by CITY to date for the then current year of the term of this Agreement . 3 .4 APCOA agrees to furnish to CITY in a form approved by CITY an annual statement of Gross Receipts and Management Fee payable to APCOA certified by APCOA, or by its designated agent, on or before June 15 of each year during or immediately following the term of this Agreement for the previous one (1) year commencing May 1 and ending April 30 . In the event the Gross Receipt less the Management Fee paid to Manager for said previous one (1) year is less than the minimum Gross Receipts to be received by CITY pursuant to Section 3 . 1 above, APCOA shall remit to CITY the difference with such annual statement. . FS2\383\014084-0014\2133936.4 a03/23/95 -2- IV. AUDIT 4 . 1 APCOA agrees to keep accurate reports, records and accounts of the daily Gross Receipts at the Airport. APCOA further agrees to make such reports, records and accounts of Gross Receipts available in the City of Palm Springs for inspection by CITY, or by such agents, employees or accountants as CITY may designate. 4 .2 At its expense, CITY shall have the right at any time to cause an audit of the business of APCOA at the Airport to be made by a certified public accountant of CITY' s selection. If such audit determines that a statement of Gross Receipts provided by APCOA is inaccurate, then there shall be an adjustment in the Management Fee and Gross Receipts and one party shall pay the other party an amount necessary to settle the accurate amount of the Management Fee and Gross Receipts . If said audit discloses an inaccuracy of three percent (3%) or more with respect to Gross Receipts reported, then APCOA shall reimburse CITY for the cost of the audit . V. SCOPE OF THE AGREEMENT 5 . 1 APCOA shall have the right, subject to approval by CITY, which may be withheld in C7:TY' s sole and absolute discretion, to alter the Parking Lot from time to time in the interest of the convenience of the public, or the more efficient operation of the Parking Lot. Any alterations to the Parking Lot requested by APCOA are to be made at the sole expense of APCOA. Any such alteration shall be in conformance with the requirements of all municipal, state, federal and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees or the public and in conformance with reasonable rules and regulations of CITY. APCOA shall keep the Parking Lot and the Airport free from any liens arising out of any work performed, material furnished or obligation incurred by APCOA or to be incurred by APCOA. 5 .2 At its sole discretion, CITY shall have the right of restriction on alterations, improvement or devices requested by APCOA. However, any such restrictions shall not be unreasonable. 5 . 3 APCOA shall operate and man the Parking Lot twenty-four (24) hours a day three hundred sixty-five (365) days a year over the life of this Agreement. 5 .4 APCOA may elect to institute valet service in the operation of the Parking Lot, and may do so upon approval or demand of CITY. The terms and conditions of such operations shall be mutually agreed upon by the parties hereto. 5 . 5 Parking for employees who work at the Airport will be "free" in the area designated for employee parking on Exhibit "A" . 5 . 6 The area set aside for the rental cars as designated on Exhibit "A" will be the responsibility of the combined efforts of the car rental agencies for security, maintenance and unauthorized use. VI. TERM OF THIS AGREEMENT The term of this Agreement will be for a period of five (5) years commencing on May 1, 1995 and ending April 30, 2000 . VII. RATES TO BE CHARGED Parking rates charges shall be in accordance with the following schedule: FS2\383\014084-0014\2133936.4 a03/23/95 -3- First hour $1. . 00 Each additional hour $1. 25 Maximum each 24 hours $5 .25 APCOA will provide parking tickets at its expense and each vehicle parked at the Parking Lot shall be ticketed. Special taxes on parking receipts, if any, may be added to the rates set forth above. Such taxes shall not be considered a part of Gross Receipts . Any changes in the above rates shall be subject to mutual agreement of CITY and APCOA. VIII. GENERAL PROVISIONS 8 . 1 APCOA shall observe and obey all laws, ordinances, rules and regulations of the federal, state, county and municipal governments which may be applicable to its obligations at the Airport . It is specifically agreed that CITY has the right to and shall adopt and enforce reasonable rules and regulations or ordinances with respect to the use of the Airport and related facilities, which rules and regulations or ordinances APCOA agrees to observe and obey. 8 .2 APCOA shall obtain, pay for and maintain all permits and licenses necessary for the operation at the Airport, all at no cost or expense to CITY. APCOA 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 APCOA' s performance of the services required by this Agreement . 8 .3 APCOA shall, at CITY' s expense, keep the Parking Lot in a safe, orderly and inviting condition at all times satisfactory to CITY, including, but not limited to, resurfacing and/or restriping the Parking Lot and maintaining the landscaping on the Parking Lot . 8 .4 At its own expense, APCOA shall bear all costs of salaries and wages, supplies, insurance and rate signage revisions necessary during the term of this Agreement. It is understood that rate-signage changes shall be made by a professional sign company. Should it be necessary to :repair or change the rate signs, such cost shall be borne by CITY. 8 . 5 APCOA shall, at its expense, perform all necessary maintenance to the parking revenue-control equipment and obtain and maintain a full-service maintenance contract from a qualified equipment maintenance contractor subject to CITY' s prior written approval of such contract. CITY agrees to reimburse APCOA for the cost of such maintenance contract (not to exceed Three Thousand Five Hundred Dollars [$3 , 500 . 00] per year) within thirty (30) days after CITY' s receipt of APCOA' s statement showing the amount paid by APCOA, with a copy of an invoice of such contractor and/or other such document evidencing APCOA' s payment of such cost attached thereto. 8 . 6 On or before September 1, 1995, APCOA shall install an automated exit booth which accepts major credit cards, to include a minimum of American Express, MasterCard, Visa, Discover Card and Diners Club, in the location depicted on Exhibit "B" attached hereto and incorporated herein by reference ( "Automated Booth" ) pursuant to construction plans and specifications prepared by an architect or engineer licensed to practice in the State of California that are sufficient in detail to enable potential contractors and subcontractors to make reasonably accurate bid estimates and to enable CITY to make an informed judgment about the design and quality of construction, and shall equip each of the existing booths with dedicated telephone lines and a credit card processor. Such plans and specifications shall be subject to the prior written approval of CITY. APCOA shall also furnish CITY with a true and correct copy of APCOA' s contract with general contractor together with evidence of the general contractor' s financial condition for CITY' s approval . APCOA shall provide CITY with ten FS2\383\014084-0014\2133936.4 a03/23/95 -4- (10) days advance written notice of .APCOA' s intent L:o commence construction of the Automated Booth. APCOA shall not commence construction until APCOA has procured all necessary permits and approvals required by all federal , state and local governmental authorities or jurisdictions . All such improvements shall be constructed in a good and workmanlike manner, shall substantially comply with the approves]. plans and specifications for the improvements and shall comply with all applicable gcnieriLnental permits, laws, ordinances and regulations . Upon substantial completion of the improvements, 'APCOA shall file or cause to be filed appropriate notices of completion in the Riverside County Recorder' s Office. APCOA shall pay or cause to be paid the total cost and expense for the installation of said Automated Booth. APCOA shall not suffer or permit to be enforced against the Airport or any part thereof any mechanics' , materialmen' s, contractors' or design professionals' liens arising from said work of improvement . APCOA hereby agrees to indemnify, protect, defend and hold CITY harmless from any loss, expense (including reasonable attorneys' fees) or liability arising out of the work of improvement. Upon the installation of the Automated Booth, CITY hereby agrees to reimburse APCOA for up to two and one-half percent (2 . 50) of the fees charged by major credit card companies for credit card transactions at the Automated Booth. Any fees incurred in excess of said amount shall be APCOA' s sole cost and expense. 8 . 7 Except for APCOA' s removable personal property, which may be removed from the Parking Lot by APCOA at the termination of this Agreement, title to any equipment and improvements installed or made by APCOA shall vest: in CITY upon installation. Notwith- standing CITY' s ownership of such equipment and improvements, APCOA shall retain all rights to utilize amortization deductions with respect to all such equipment and improvements . Consequently, it is understood and agreed between CITY and APCOA that, for the purposes of this Agreement, APCOA shall amortize the cost of equipment and improvements and investment (if any) required to be installed or made by APCOA hereunder over the then remaining term of this Agreement on a straight-line basis . Within thirty (30) days of the installation of such equipment, improvement or investment, APCOA shall provide CITY an itemized list of the item installed and the cost thereof together with such supporting documentation as CITY may request. The parties hereto acknowledge that any and all equipment installed or made by APCOA on or before May 1, 1995 has been fully amortized. If for any reason (except APCOA' s default or APCOA' s abandonment of the premises without just cause) this Agreement should be terminated or cancelled prior to the expiration date of said amortization period, APCOA shall have the right, without waiving any other legal rights or remedies available to APCOA, to be reimbursed by CITY for the unamortized amount of such capital expenditures and investments made by APCOA; provided, however, that CITY shall not be obligated to reimburse APCOA for any equipment for which APCOA has failed to provide CITY with an itemized list as provided above. Such reimbursement shall be made within thirty (30) days after receipt by CITY of a statement from APCOA indicating the determination of such amount due and owing APCOA. It is agreed that no refunds for unamortized equipment costs incurred during the term of any previous Management Agreement between APCOA and CITY shall be due APCOA. 8 . 8 APCOA shall at all times hire and supervise an active, qualified, competent and experienced manager, acceptable to CITY, to supervise its operations and be authorized to represent and act for APCOA. APCOA' s employees shall be clean, courteous, efficient and neat in appearance. APCOA shall not employ any person or persons in or about the Parking Lot who shall use improper manner. APCOA agrees to remove its manager, or any other employee, from the Airport whose conduct CITY fees is detrimental to the best interest of CITY. APCOA shall be required to uniform its attendants properly, and such attendants shall present a clean and neat appearance at all times . The attendants shall discharge their duties in a courteous and Efficient manner, and it shall be the duty of APCOA to maintain a close check over attendants to ensure the maintenance of a high standard of service to the public, the FS2\383\014084-0014\2133936.4 a03/23/95 -5- performance of such obligations to be determined at the sole discretion of CITY. It is expressly understood that all such persons shall be the employees of APCOA and not of CITY. 8 .9 APCOA agrees that CITY may authorize the use of the parking facilities at the Airport for the sale of used rental cars so long as the area utilized does not adversely affect the availability of parking for airline passengers . Further, APCOA, at its expense and in consultation with the rental car companies, shall design a lot configuration to accommodate such sales . 8 . 10 APCOA shall establish and maintain at the Airport complete and orderly files, containing correspondence, Gross Receipts records, payroll records, insurance policies, receipts, unpaid bills, vouchers and all other documents and papers pertaining to the Parking Lot and the management and operation thereof . APCOA shall further establish and maintain in accordance with generally accepted accounting principles, consistently applied, accurate and complete books of account with proper entries of all receipts, income and disbursements pertaining to the Parking Lot. All such files, records, books of account and other items shall be and remain the property of CITY and shall be available to CITY and its representatives for inspection at any time during regular business hours. 8 . 11 Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 8 . 12 APCOA shall periodically prepare and submit to CITY such reports concerning the performance of the services required by this Agreement as CITY may require. IX. FURTHER AGREEMENTS OF CITY 9 . 1 CITY shall bear the expense of utility charges as required for the area lighting, exit booth function, heating, cooling of the Parking Lot and the improvements thereon, and the lighting and maintenance of Parking Lot landscaping and planters, including the cost of water. 9 .2 CITY covenants and agrees that during the term of this Agreement APCOA shall have the right to operate the Parking Lot for CITY for parking purposes and in accordance with all of the rights and privileges as herein stated. CITY also agrees that there shall be no free parking in and about the Airport terminal area except as otherwise permitted by the terms of this Agreement, and CITY agrees to assist and cooperate in every reasonable way with APCOA to prevent any free parking in and about the Airport terminal area except that parking, in relation to an Airport hotel, shall not be subject to any provisions of this Agreement. X. CANCELLATION OF CONTRACT BY APCOA 10 . 1 This Agreement shall be subject to cancellation by APCOA at its option in the event of any one or more of the following events: (a) The permanent abandonment of the Airport as a commercial air terminal . (b) The lawful assumption by the United States Government, or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part or parts thereof, in such a manner as to substantially FS2\383\014084-0014\2133936.4 a03123/95 -6- restrict APCOA for a period of at least one hundred eighty (180) days from performing its obligations hereunder. (c) Issuance by any court of competent jurisdiction of an injunction in any way preventing or restraining the use of the Airport as a commercial air terminal and the remaining in force of such injunction for a period of at least one hundred eighty (180) days . (d) The default of CITY in the performance of any covenant or agreement :herein required to be performed by CITY and the failure of CITY to remedy such default for a period of sixty (60) days after receipt from APCOA of a written notice to remedy the same. XI. SUSPENSION OF ACTIVITIES APCOA has the right to suspend performance of its duties hereunder during any of the following periods: (a) The Airport is not operated for more than thirty (30) days for use by commercial airliners; (b) The lawful assumption, by the United States Government, or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part thereof, in such a manner as to substantially restrict APCOA for a period of more than ninety (90) days from performing its duties hereunder; or (c) The issuance_ by any court of competent jurisdiction of an injunction in any preventing or restricting the use of the Airport by commercial airliners and the remaining in force of such injunction for a period in excess of ninety (90) days . If any such event occurs, performance and payment shall be adjusted on a mutually agreeable and negotiated basis . XII. APCOA DEFAULT 12 . 1 APCOA shall be in default of this Agreement upon the occurrence of any of the following: (a) If APCOA shall fail to operate, maintain and service the Parking Lotus herein required, or, if APCOA shall fail or neglect to perform or observe any of the covenants contained hereon on it's part to be kept and performed, and such failure or neglect shall continue for a period of ten (10) days, in the event of a monetary obligation, or thirty (30) days, in the event of a nonmonetary obligation, after CITY has notified APCOA, in writing, of APCOA' s default hereunder, and APCOA has failed to correct such default within said period; provided, however, that if such nonmonetary default cannot reasonably be corrected within thirty (30) days, APCOA shall have a reasonable time to cure the default provided that APCOA commences to cure the default within ten (10) days of receipt of the notice and diligently prosecutes the cure to completion. (b) If APCOA shall be adjudicated bankrupt or insolvent according to law, or if APCOA shall make any assignment of its property for the benefit of creditors . 12 .2 Upon a default by APCOA hereunder, CITY shall have the right to terminate this Agreement. In addition to any other rights or remedies contained herein., CITY 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. FS2\383\014084-0014\2133936.4 a03/23/95 -7- The rights and remedies of CITY parties are cumulative and the exercise by CITY 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 APCOA. 12 . 3 APCOA hereby authorizes CITY to deduct from any amount payable to APCOA (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate CITY for any losses, costs , liabilities, or damages suffered by CITY, and (ii) all amounts for which CITY may be liable to third parties, by reason of APCOA' s acts or omissions in performing or failing to perform APCOA' s obligation under this Agreement . In the event that any claim is made by a third party, the amount or validity of which is disputed by APCOA, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of CITY to exercise such right to deduct or to withhold shall not, however, affect the obligations of APCOA to insure, indemnify, and protect CITY as elsewhere provided 'herein. XIII . USE OF PARKING LOT APCOA shall make no unlawful or offensive use of the Parking Lot, and, at the expiration of the term of this Agreement or upon any sooner termination thereof, without the necessity of demand by CITY or any successor thereto, APCOA shall leave the Parking Lot in as good order and condition, reasonable use, and wear thereof, fire and unavoidable causes excepted, as the same now are, or are hereafter placed by improvement thereto by APCOA or CITY. XIV. ASSIGNMENT AND SUBLETTING 14 . 1 The experience, knowledge, capability and reputation of APCOA, its principals and employees were a substantial inducement for CITY to enter into this Agreement . Therefore, APCOA shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of CITY. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of CITY. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of APCOA, taking all transfers into account on a cumulative basis . In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release APCOA or any surety of APCOA of any liability hereunder without the express consent of CITY. Notwithstanding the foregoing, APCOA may assign this Agreement to a subsidiary or an affiliate in which APCOA or an entity controlling APCOA owns more than fifty percent (5016) of the voting stock of said subsidiary or affiliate. No such assignment shall release APCOA or any surety of APCOA of any liability hereunder. 14 .2 CITY' s policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of` City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley ( "Local Subcontractors" ) . APCOA hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for CITY to consent to a subcontract with a person or entity that is not a Local Subcontractor, APCOA shall submit evidence to CITY that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be FS2\383\014084-0014\2133936.4 n03/23/95 -8- evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors . CITY may consider APCOA' s efforts in determining whether it will consent to a particular subcontractor. APCOA shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder. XV. RELATIONSHIP OF PARTIES Neither CITY nor any of its employees shall have any control over the manner, mode or means by which APCOA, its agents or employees, perform the services required herein, except as otherwise set forth herein. CITY shall have no voice in the selection, discharge, supervision or control of APCOA' s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. APCOA 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. APCOA 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 APCOA in its business or otherwise or a joint venturer or a member of any joint enterprise with APCOA. No landlord-tenant relationship shall be created by this Agreement . XVI. INSURANCE 16 . 1 APCOA shall procure and maintain at its expense, in a form and content satisfactory to CITY during the entire term of this Agreement, the following policies of insurance: (a) A policy of comprehensive general liability insurance written on a per occurrence and not a claims made basis in an amount not less than Two Million Dollars ($2 , 000, 000 . 00) combined single limit. (b) A policy of Worker' s Compensation Insurance in such amounts as will fully comply with the laws of the State of California, and which shall indemnify, insure and provide legal defense for both APCOA and CITY against any loss, claim or damage arising from any injuries or occupational diseases happening to any worker employed by APCOA in the course of carrying out the within Agreement. (c) A policy of public liability and property damage insurance coverage for owned or non-owned automotive equipment, if any, with coverage limits of not less than Two Million Dollars ($2, 000, 000 . 00) combined single limit . (d) A policy of fidelity and theft insurance in an amount not less than One Hundred Thousand Dollars ($100 , 000 . 00) naming CITY the loss payee. (e) A policy of fire and extended coverage insurance written on a per-occurrence basis on APCOA' s equipment and other personal property located within the Parking Lot from loss or damage due to the extent of their full replacement value. 16 .2 All of the above policies of insurance shall be primary insurance and shall name CITY, its officers, employees and agents as additional insureds . The insurer shall waive all rights of subrogation and contribution it may have against CITY, its officers, employees and agents and their respective insurers . All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to CITY. In the event any of said policies of insurance are cancelled, APCOA shall, prior to the cancellation date, submit new evidence of insurance in FS2083\014084-0014\2133936.4 a03/23/95 -9- conformance with this Article. No work or services under this Agreement shall commence until APCOA has provided CITY with Certificates of Insurancee or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by CITY. APCOA agrees that the provisions of this Article shall not be construed as limiting in any way the extent to which APCOA may be held responsible for the payment of damages to any persons or property resulting from APC6A' s activities or the activities of any person or persons for which APCOA is otherwise responsible. In the event APCOA subcontracts any portion of the work in compliance with Article XIV of this Agreement, the contract between APCOA and such subcontractor shall require the subcontractor to maintain the same policies of insurance that APCOA is required to maintain pursuant to this Article. The policies of insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of CITY ( "Risk Manager" ) due to unique circumstances . In the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to CITY, APCOA agrees that the minimum limits of the insurance policies by this Article may be changed accordingly upon receipt of written notice from the Risk Manager; provided that APCOA shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of CITY within 10 days of receipt of notice from the Risk Manager. XVII. INDEMNITY 17 . 1 APCOA agrees to indemnify CITY, its officers, agents and employees against, and will, hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities" ) that may be asserted or claimed by an-y person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of APCOA, its agents, employees, subcontractors, or invitees,, provided for herein, or arising from the negligent acts or omissions of APCOA hereunder, or arising from APCOA' s negligent performance of or failure to perform any term, provision covenant or condition of this Agreement, whether or not there is concurrent passive, or active negligence on the part of CITY, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of CITY, its officers, agents or employees, who are directly responsible to CIT`.t, and in connection therewith: (a) APCOA will defend any action or actions filed in connection with any of ;said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) APCOA will promptly pay any judgment rendered against CITY, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of APCOA hereunder; and APCOA agrees to save and hold CITY, its officers, agents, and employees harmless therefrom; (c) In the event CITY, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against APCOA for such damages or other claims arising out of or in connection with the negligent performance FS2\383\014084-001412133936.4 a03/23/95 -1 0- of or failure to perform the work, operation or activities of APCOA hereunder, APCOA agrees to pay to CITY, its officers, agents or employees, any and all costs and expenses incurred by CITY, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. XVIII . CONCESSION VALIDATION CITY and APCOA agree that their concessionaires shall have the right to validate parking tickets for their customers who have actually spent a minimum amount to which APCOA and concessionaires mutually agree. APCOA agrees to enter into appropriate validation agreements with concessionaires . XIX. CITY OFFICERS AND EMPLOYEES ; NONDISCRIMINATION 19 . 1 No officer or employee of CITY shall be personally liable to APCOA, or any successor in interest, in the event of any default or breach by CITY or for any amount which may become due to APCOA or to its successor, or for breach of any obligation of the terms of this Agreement . 19 .2 No officer or employee of CITY shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement 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. APCOA 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 Agreement. 19 . 3 APCOA, for itself, its personal representatives, successors-in-interest and assigns, as a part of the consideration hereof, does hereby covenant and agree that ; (i) no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (ii) in the construction of any improvements on, over or under such premises and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and (i.ii) APCOA shall use the premises in compliance with all other requirement imposed by or pursuant to Title 49 , Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. In the event of breach of any of the above nondiscrimination covenants, CITY shall have the right to terminate this Agreement and to re-enter and repossess said premises and hold the same as if a management agreement had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 are followed and completed including expiration of appeal rights . Noncompliance with the preceding paragraph shall constitute a material breach thereof and, in the event of such noncompliance, CITY shall have the right to terminate this Management Agreement without liability therefor or, at the election of CITY or the United States, either or both said Governments shall have the right to judicially enforce Provisions. FS2\383\014084-0014\2133936.4 u03/23/95 XX. MISCELLANEOUS 20 . 1 All notices which may be required under this Agreement shall be addressed to the parties hereto at the following addresses : To APCOA: APCOA, Inc. 25550 Chagrin Boulevard Cleveland, OH 44122 To CITY: City of Palm Springs P. 0. 'Box 2743 Palm Springs, CA 92263 Attn: City Manager With copy to: Rutan & Tucker 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626 Attn: David J. Aleshire, Esq. All such notices shall be in writing and either served personally or sent by prepaid, first-class mail . Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in ;seventy-two (72) hours from the time of mailing if mailed as provided in this section. 20 .2 The terms of this Agreement 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 Agreement or any other rule of construction which might otherwise apply. 20 . 3 This Agreement 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 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 APCOA covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 20 .4 No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party' s consent to or approval of any act by the other party requiring the party' s consent or approval shall not be deemed to waive or render unnecessary the other party' s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement . 20 . 5 If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney' s fees . Attorney' s fees shall include attorney' s fees on any appeal, and in addition a party entitled to attorney' s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 20 . 6 It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement 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 Agreement. This F52\383\014084-0014\2133936.4 a03/23/95 -12- Agreement may be amended at, any time by the mutual consent of the parties by an instrument in writing. 20 . 7 In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the; intent_ of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless . 20 . 8 The persons executing this Agreement 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 Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF, CITY and APCOA have executed these presents the day and year first written above. ATTEST: CITY PALM SPRINGS, mun' cipal corporat ' $: - ! By: City Clerk City nager APPROVED AS TO FORM: RUT,A�N)& /TUCKER vt/' v David J. Alleshire, E q. City Atto z ey APCOA, INC. , a corporation By: 7.4 rO c t�`-�rt� Its: NA FS2\393\014094-0014\2133936.4 a03123195 TERMINAL �nJJJJJ COMMERMAL VrrNICLES x I e � Q PUBLIC PARbNGD__. . W __ 11 I i � 'i I 111111nIlIiIIIInN7fY=: `fllnitial1Hn11111tMn1n7111f1 W i � C1I-Iilliitillnlfltlllln9l�_j�:(}_{� _ Vlll. i Ili \J.IIIIIU4l111,luIIIIIWr' �• = �=1 .�UiatuAIIIi111u411aIIIuj Ljk= ' UH=4AcCJLWM ENTRANCE d CIEID ENTRANCE �� •fir �. • � r t W " 1 roil CEq •i' 'if; ,�, j fr ' Ott', �t� ��, ''•/;n cl m A c �ti r ' .............. : ........ ....:. ............ ... . '..A001H) CERTI FICA i C �QF C :�'I0 A # ISSUE DATE IMM/DD/YV) ... ... r;....... .. ....:........:...::.:..:.:..:. . . .. ....... ... 4/14/94 PRODUCER THIS CERTIFICATE IS ISSUED AS AMATTER OF INFORMATION ONLYAND Marsh 6L McLennan, Incorporated CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE One Cleveland Center POLICIESDOES NOT BAMEND OW. ,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE 1375 East Ninth Street Cleveland, OH 44114 COMPANIES AFFORDING COVERAGE COMPANY =ER A NATIONAL UNION FIRE INS. CO. COMPANY INSURED LETTER B INSUR. CO. OF THE STATE OF PA. APCOA, INC. COMPANY 25550 Chagrin Blvd. LETTER C BIRMI14GHAM FIRE INS CO OF PA Cleveland, OH 44122 COMPANY D LETTER COMPANY E - LETTER 00lYgAG6S _ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MM/DD/YY) DATE(MM/DD/YY) A GENERAL LIABILITY RMGL3197370 4/15/94 4/15/95 GENERAL AGGREGATE S 3000000 X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGO. IS 1000000 CLAIMS MADE FXI OCCUR. PERSONAL&ADV.INJURY S 1000000 X OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ 1000000 X GARAGE LIAB. FIRE DAMAGE(Any one fire) $ 50000 MED.EXPENSE(Any oneperson) $ A AUTOMOBIIELIABILITY CA1431891 4/15/94 4/15/95 COMBINED SINGLE x ANY AUTO LIMIT S 1000000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) GARAGE LIABILITY PROPERTY DAMAGE S x Inc. Grcrkeeprs. A EXCESSIABILITY BE30995016 4/15/94 4/15/95 EACH OCCURRENCE $ 5000000 x UMBRELLA FORM AGGREGATE $ 5000000 OTHER THAN UMBRELLA FORM .. .. .. .....1... -- -- - - _— - - - _. A WORKER'S COMPENSATION WC3171781 (ADS) 4/15/94 4/15/95 B WC3171782 (DED) 4/15/94 4/15/95 EACH ACCIDENT $ 1000000 C AND WC3171784 (D/ADJ) 4/15/94 4/15/95 DISEASE-POUCYLIMIT $ 1000000 A EMPLOYERS'LIABILITY WC3171780 (CA) 4/15/94 4/15/95 DISEASE-EACH EMPLOYEE $ 1000000 OTHER 1, DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS (SEE REVERSE AND/OR ATTACHED) CEHTI:F,I,CATE HOL,D,ER CANCELLATI'ON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF PALM SPRINGS EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO 1212 (9 5 2 2 9) MAIL--3_0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE ATTN: DIRECTOR OF AVIATION LEFT,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR P. O. BOX 2743 LIABILITY OF ANY KIND UPON,THE COMPANY, ITS AGENTS OR REPRESENTATIVES. �Ls PALM SPRINGS, CA 92263-2743 AUTHORIZED REPRESENTATIVE �' ✓ �' r __-^'_ AAp81?;�55, 7 8ti':: . AGE, AGOkpCORPOHAT.IOw::18so- l�l� DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS CERTIFICATE #6186 (CONTINUED) INSURED : APCOA, INC.. HOLDER : CITY OF PALM SPRINGS 1212 (95229) ATTN: DIRECTOR OF AVIATION P. 0. BOX 2743 PALM SPRINGS, CA 92263-2743 Additional Workers' Compensation Policy: CARRIER POLICY NO. POLICY TERM LIMITS Ins. Co. of PA RMWC 3177183 (D/DED) 04/15/94-04/15/95 $1 Million Ins. Co. of PA RMWC 3177185 (TX) 04/15/94-04/15/95 $1 Million -------------------------------------7-------------------------------------- PARKING LOT Al PALM SPRINGS AIRPORT, iPALivi SPRINGS, CA. THE CITY OF PALtii SPRINGS IS AN ADDITIONAL INSURED BUT ',ONLY WITH RESPECT TO SUCH PORTIONS OF THE PREMISES OPERATED BY THE NAMED INSURED PURSUANT TO MANAGEMENT AGREE- MENT DATED JANUARY 3 , 1990 (REVISED i0/16/90) BETWEEN THE NAMED INSURED AND CERTIFICATE HOLDER. THE REFERENCED AUTOMOBILE LIABILITY POLICIES DO NOT APPLY TO AUTOMOBILES OWNED OR OPERATED BY THE CITY OF PALM SPRINGS. APP, 2 21994 DFP "AT A OM OF PAGE: 12 OF 2 ACORD CERTIFICA* OF LIABILITY INSURA 03/1 /20 037E9/20 2 ) 02 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Near North Insurance Brokerage ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 875 North Michigan Avenue - Suite 1900 HOLDER.THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Chicago, IL 60611-1803 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE Contact. Kathleen Arriaga Ph:312-280-5603 Fx:312-202-6319 " INSURED INSURERA: Federal Insurance Company ')N�/ APCOA/STANDARD PARKING ,,,ro - - 900 NORTH MICHIGAN AVENUE - SUITE 1600 INSURER B: CHICAGO IL 6 0 6 11-18 0 3 INSURER C: National Union INSURER D: Contact: JoAnne Pepper Ph:312-274-2000 Fx:312-640-6173 INSURER E: COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.THE POLICIES LISTED BELOW PROVIDE FIRST DOLLAR INSURANCE COVERAGE.INSURANCE CHARGES WILL INCLUDE ALL APPLICABLE PREMIUMS,COSTS AND RETAINED EXPOSURE CHARGES. NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY 35767532 01/01/2002 ODATE(MMIDDNYI DATE MM/QQ1YYI l/Ol/2003 EACH OCCURRENCE 2,000,000 A X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any one fire) 1,000,000 CLAIMS MADE OCCUR MED EXP(Any one person) 0 X rr,.,rrarr„a'I riahiiiry PFRqnNAI RADVINJURY 2,000,000 GENERAL AGGREGATE 2,000,000 'L AGGRE LIMIT APELIZ5 PER PRODUCTS-COMPIOP AGG 2,000,000 PRO- X LOC AUTOMOBILE LIABILITY 73264389 ADS 01/01/2002 01/01/2003 COMBINED SINGLE LIMIT A X 73264390 TX (Ea accident) 2,000,000 ANY AUTO 73264391 VA X ALLOWNEDAUTOS BODILY INJURY (Per person) SCHEDULED AUTOS X HIRED AUTOS BODILY INJURY (Per accident) X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) GARAGE LIABILITY 35767532 1/01/2002 01/01/2003 A I iTn nN,Y.Ps A 11ITn7NT 2,000,000 A K AUTO O 2,000,000 ANY AUTO AUTO ONLY: Ass 2,000,000 X ESS LIABILITY OCCUR ❑CLAIMS AGGREGATE MADE DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND 73.646391 01701/2002 01/01/2003 X WCSTATU- Oli p EMPLOVERS'LIABILITY EL EACH ACCIDENT 1,000,000 EL DISEASE-POLICY LIMIT 1,000,000 EL DISEASE-EA EMPLOYEEI 1,000,000 C Crime 008743594 01/01/2002 01/01/2003 $1,000,000 Employee Dishonesty $1,000,000 Loss of Money In k Out A Property 00055613 01/01/2002 01/01/2003 $1,000,000 Blanket Bldgs/Contents DESCRIPTION OF OPERATIONSILOCATIONSIVEIIICLESISPECIAL ITEMS LOC #95229-PALM SPRINGS AIRPORT. FOR OPERATION AT THE PALM SPRINGS AIRPORT AND DOWNTOWN PALM SPRINGS. THE CITY OF PALM SPRINGS IS NAMED ADDITIONAL INSURED. CERTIFICATE HOLDER I I ADDITIONAL INSURED;INSURER LETTER_ CANCELLATION # MFLG-58DP74 CITY OF PALM SPRINGS SHOULDANY OFTHEABOVE DESCRIBED POLICIES BECANCELLED BEFORETHE EXPIRATION ATTN: PATRICIA SANDERS DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYSWRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 3200 TAHQUITZ CANYON WAY IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR PALM SPRINGS CA 92262 REPRESENTATIVES. Authorized Representative f ACORD 25-S (7/97) ©ACOIRD CORPORATION 1988