BID NO INVITATION FOR BIDS FOR AIRPORT COMMON CARRIER GROUND TRANSPORTATION WALK-UP LIVERY/LIMOUSINE SERVICES CONCESSION

Transcription

1 BID NO INVITATION FOR BIDS FOR AIRPORT COMMON CARRIER GROUND TRANSPORTATION WALK-UP LIVERY/LIMOUSINE SERVICES CONCESSION AT ROANOKE-BLACKSBURG REGIONAL AIRPORT September 1, 2015

2 INVITATION FOR BIDS FOR AIRPORT COMMON CARRIER GROUND TRANSPORTATION WALK-UP LIVERY/LIMOUSINE SERVICES CONCESSION AT ROANOKE-BLACKSBURG REGIONAL AIRPORT Pages Part I. Instructions to Bidders Part II. A. Proposed Livery/Limousine Services Concession Agreement and Exhibits Part III A. Bid Fee Form B. Bidder's Qualifications Form C. Virginia Compliance Form D. ACDBE Form E. Bid Bond Form

3 ROANOKE REGIONAL AIRPORT COMMISSION INVITATION FOR BID NO FOR AIRPORT COMMON CARRIER GROUND TRANSPORTATION WALK-UP LIVERY/LIMOUSINE SERVICES CONCESSION AT ROANOKE-BLACKSBURG REGIONAL AIRPORT PART I. INSTRUCTIONS TO BIDDERS A. INTRODUCTION 1. The Roanoke Regional Airport Commission ("Commission") is seeking competitive sealed bids from qualified responsible and responsive Bidders to enter into a Lease and Concession Agreement for facilities and preferential parking spaces at the Terminal Building to provide Airport Common Carrier Ground Transportation Walkup Livery/Limousine Services (the Service ) at the Roanoke-Blacksburg Regional Airport (the Airport") for an initial approximate one year term, with the option for 2 additional one year extensions upon the mutual written agreement of the parties in accordance with the Proposed Lease and Concession Agreement attached as "A" of Part II hereof, and all other provisions of this Invitation For Bids ("ITB"). Up to one (1) lease agreement may be awarded by the Commission. 2. There has been one Livery/Limousine Service Provider in the past. 3. Key Tentative Dates For Bidders: Bidders are advised that the following key tentative dates are of critical importance: Bids are Advertised Bid Packages are Available Pre-Bid Conference at 11:00 a.m All Pre-Bid Questions Due by Close of Business Bids Due by 2:00 p.m. local time 3

4 B. DESCRIPTION OF LIVERY/LIMOUSINE SERVICES 1. Contract Terms and Conditions The operation of the Services will be governed by the Proposed Lease and Concession Agreement included in these bid documents as Part II, Item "A" (the Agreement ). The final Agreement shall include this ITB as well as the bidder s bid documents. In the event of a conflict between the provisions of the Lease and Concession Agreement and any other provision of the ITB or the bid documents, the provisions of the Agreement shall control. 2. Number of Companies The Commission may award up to one Agreement. Bid will be awarded to the highest responsive and responsible bidder in a manner that maximizes total revenue to the Airport Commission. 3. Period of the Contract The Agreement will be for an initial period of approximately one (1) year. Upon the prior mutual written agreement of the parties, the Agreement may be extended for up to (2) two additional one year terms. The initial one year term of the Agreement is expected to commence on or about December 1, 2015 and to expire on or about midnight, November 30, Monthly Concession Fee Bidders should note that the Monthly Concession Fee which must be paid by the successful Bidder will be the amount bid by such bidder. The minimum bid for the monthly concession fee for this concession shall not be less than $3, per month. Any bid of less than $3, per month will be deemed to be nonresponsive and will not be considered. In addition to the Monthly Concession Fee, Lessee will be required to pay the Commission s applicable Trip Fees which are 4

5 currently $.50 cents/per trip. 5. Description of Facilities a. Counter/Booth and Office Space: Facilities include square feet of counter/booth and office area located on the first floor of the terminal. b. Preferential Parking Spaces: Three (3) preferential parking spaces at the Terminal. c. Additional Parking: Free parking, for no more than ten (10) vehicles, will be provided in the Public Parking Overflow Lot. If additional parking is needed, for more than ten (10) vehicles, the selected company will be able to rent the extra spaces in the Public Parking Overflow Lot for $30.00/each per month. 6. Interpretations of Bid Documents a. Each Bidder shall carefully examine the Bid documents and all addenda or other revisions and thoroughly familiarize itself with the detailed requirements prior to submitting a Bid. Should a Bidder find discrepancies or ambiguities in, or omission from the bid documents, or should it have a question or be in doubt as to their meaning, it shall at once, and in any event, not later than 5:00 p.m. local time on October 9, 2015, notify the Commission's Assistant Director of Finance/Business Administration, in writing, or by fax to (540) or by to suep@flyroa.com of the nature of the problem or question. For comments or questions warranting a response, as determined by the Commission, the Assistant Director of Finance/Business Administration may send a written response, including addenda if necessary, to all potential Bidders who have registered with the Commission. Bidders shall not seek nor be entitled to rely upon any oral instructions, statements, or interpretations by representatives of the Commission. Any Addenda sent to Bidders will become a part of the bid documents. 5

6 7. Unauthorized Contact: a. Except for the submittal of comments and questions as specifically authorized herein, contact with any official or employee of the Commission, including any Commissioner, in connection with this procurement or the Invitation to Bid documents is expressly prohibited and may be cause for disqualification. The Commission will not meet individually with any potential bidder prior to the receipt of bids. C. PRE-BID CONFERENCE 1. A non-mandatory pre-bid conference will be held on September 30, 2015 at 11:00 AM at the Commission General Offices, Conference Room A, 2nd Floor Terminal Building, 5202 Aviation Drive, Roanoke, VA The purpose of the pre-bid conference will be to discuss the requirements and the objectives of this ITB. Each Bidder is encouraged to attend this conference and registration can be made by telephone, by facsimile, or by to: Cathy Bowman Commission Secretary Roanoke Regional Airport Commission 5202 Aviation Drive Roanoke, VA Telephone: (540) Extension: 230 Facsimile: (540) cathyb@flyroa.com 3. At the pre-bid conference, the Commission representatives will attempt to answer all questions received. A summary of the questions and answers will be made available to all Bidders of record. D. SUBMISSION OF BID 1. Bidder Responsible for Reviewing ITB Documents 6

7 Each Bidder is responsible for reading and understanding these bid documents, including, but not limited to, the instructions for submitting bids and the proposed Concession Agreement. A Bidder's failure or neglect to review the provisions of the Concession Agreement and the other provisions of these bid documents will not relieve the Bidder of any contractual obligation contained in the Agreement or the other provisions of these bid documents. Bidders shall have no claim for relief based upon a lack of knowledge of the content or legal effect of any such provision. 2. Contents of Bid Each bid submission shall include the following items. Failure to provide any of these items as required may render the bid non-responsive and the bid may be rejected. a) The Bid Fee Form, included as Item "A" of Part III of these bid documents, or an exact reproduction thereof, and any items required or permitted to be attached to the Bid Fee Form in accordance with the instructions contained herein; b) The Bidder's Qualifications Form, included as Item "B" of Part III of these bid documents, and any items required or permitted to be attached to such form in accordance with the instructions contained therein. c) Virginia Compliance Form Item C of Part III d) The Bidder's certification regarding DBE participation Item D. of Part III, and as described in Section E of this Part I below. e) Bid Bond or certified or cashier s check to the order of the Roanoke Regional Airport Commission in the amount of $2,

8 f) Include in your proposal one (1) copy of documentation evidencing current authorization as required under the Code of Virginia and applicable regulations to provide the requested Service, including, without limitation, Virginia DMV authority to operate as a Common Carrier of Passengers over Irregular routes. 3. Delivery of Bid The Bidder's bid must be prepared in the manner and detail specified in these bid documents and on the forms contained herein, signed by an authorized official of the Bidder, placed in a sealed envelope or package, with the Bidder's name and address and the notation "Bid for Livery/Limousine Services Agreement" clearly indicated on the front of the envelope. The bid submission must be delivered to the following address: Roanoke Regional Airport Commission Attn: Cathy Bowman, Commission Secretary 5202 Aviation Drive NW Roanoke, VA Attn: Commission Secretary 4. Period for Delivery of Bid and Reading of Bid Bids must be physically delivered so that they are received by the Commission at the above address by not later than 2:00 p.m., local time, October 21, 2015 in order to be eligible for consideration. All bids will be dated and time stamped upon delivery. No Bid submitted electronically, by or by fax will be accepted or considered. The Commission will in no way be responsible for delays caused by the U.S. Postal Service or any other deliverer of the bid, or for delay caused by any other occurrence. Each and every bid received prior to the scheduled closing time for the receipt of bids will be publicly opened and read aloud in the Commission's Conference Room A. At the opening of the bids, only the name of the Bidder and the proposed Monthly Amount for each Lease Year will be read. The reading of the bids will not 8

9 constitute waiver of any defects therein. Any bid submitted after the date and time specified above shall be deemed nonresponsive and returned to the bidder unopened. 5. Requirements of Bid All bids shall comply with the following requirements. Failure to comply with these requirements may render the bid non-responsive. a.) Eligibility Requirements i.) ii.) The Bidder must be financially capable and sufficiently experienced to provide the goods and services required by the Agreement. This determination will be based upon the Bidder's Qualifications Form included as Item B of Part III of this ITB. If a bid does not contain a Bidder's Qualifications Form or if the information contained in or attached to the Form is incomplete or not responsive, the bid may be rejected by the Commission. The Bidder must be current in payments of any fees owed to the Commission. b.) Minimum Bid Amount and Minimum Monthly Guarantee. If a Bidder s bid amount for the Monthly Concession Fee is less than $3,000.00, the bid will be considered non-responsive and will be rejected. The bid amount for the Monthly Concession Fee must be $3, or more. c.) DBE Each bid submission must include DBE information satisfactory to the Commission, in its sole discretion, as provided in Item D. Part III and as 9

10 described in Section E of this Part I. e.) Bid Irrevocable for Ninety Days No Bidder may revoke or alter its bid from and after the deadline for receipt of bids until the end of the ninety (90) day period following the final date for bid submission, except as provided by law. Any Bidder who improperly revokes or alters its bid prior to the end of this period shall not be awarded a concession and may be disqualified and\or deemed non-responsible for future procurements. f.) Executed Concession Contract The successful Bidders must provide to the Commission two (2) fully executed copies of the Concession Agreement, together with all required documentation, including, without limitation, the required performance guarantee and insurance certificates, within thirty (30) calendar days after the Commission transmits the execution copies of the Lease Agreement and Lease to the apparent successful Bidders. Bidders shall not take exception to the Contract terms and conditions. 6. Additional Causes for Rejection In addition to any other cause for the rejection of a bid stated in this ITB, a bid may be rejected by the Commission if it contains any omissions; alterations of proposal forms by erasures, inter-lineation, or otherwise; additions not called for or otherwise allowed; conditions; limitations; unauthorized alternate bids; or irregularities of any similar nature. A bid may also be rejected by the Commission, or a Bidder may be declared to be non-responsible, if the bid is one of two or more bids submitted by the same person, firm or entity under the same or different names for the same livery/limousine services business, if there is evidence of collusion among bidders, and/or if the proponent submitting it is in default or arrears under any prior or existing Contract with the Commission. 10

11 E. ACDBE POLICY and REQUIREMENT It is the policy of the Commission and the FAA that airport concession disadvantaged business enterprises (ACDBE) shall have the maximum opportunity to participate in any activity, service or facility at the Roanoke Regional Airport under agreement, lease, contract with or franchise from the Commission. An ACDBE goal for this Invitation to Bid has been set at 2.3%. Bidders shall agree to make good faith efforts to ensure that business concerns owned and controlled by socially and economically disadvantaged individuals as defined in the U.S. Department of Transportation s regulations, 49 CFR Part 23 and 26, as amended, participate in at least 2.3% of the activity, service or facility provided by a Lessee during the entire term of its agreement by means of a joint venture, partnership, franchise or any other legal arrangement that results in bona fide ownership and control of the activity, service or facility. If the Bidder is unable to achieve this goal under joint venture, partnership, franchise or similar legal arrangement, the Bidder shall seek to obtain the required DBE participation by other means, such as the purchase of goods, services, supplies and/or products from certified ACDBE vendors. In the event that the Bidder qualifies as a certified ACDBE, the goal shall be deemed to have been met. The requirements of this Section paragraph are not intended to force the bidder to change its business structure. All Bidders are required to complete the ACDBE Participation Certification in Part III, D below. A successful bidder that fails to adequately address the foregoing requirements, as determined by the Commission, may be considered to be non-responsive and\or nonresponsible and the bid may be rejected. Roanoke Regional Airport Commission's DBE liaison officer is Stanley Hale, who is available at (540) or Shaleyes@aol.com. The Commission s DBE Concession Plan will be made available for review to any Bidder upon request. 11

12 F. BID GUARANTEE 1. Amount of Bid Bond: A bid guarantee of Two Thousand Five Hundred Dollars ($2,500.00) must be submitted by each Bidder with its bid to guarantee execution of an Agreement on the basis of the bid submitted. 2. Form of Guarantee: The bid guarantee, at the option of the Bidder, may be in the form of a certified check or cashier s check made payable to the Roanoke Regional Airport Commission, or it may be a bid bond in the form included as Item E of Part III hereof. The checks will be deposited into a Commission bank account, without interest. 3. Return of Bid Bond Guarantee: The bid bond guarantee will be returned without interest to each unsuccessful Bidder immediately following the execution of an Agreement by the Commission and the successful Bidder. G. AWARD OF CONCESSION AGREEMENT AND LEASE 1. Award of Agreement The Commission anticipates award of up to one (1) Concession Agreement to the responsive and responsible Bidder submitting the highest Monthly Concession Fee. 2. Tie-Bid(s) In the event responsive and responsible bids for the Concession Agreement are received with identical bids for the three year term of the Contract to be awarded, preference shall be given to services provided by Virginia persons, firms or corporations, if such a choice is available and made known to Commission; otherwise the tie shall be decided by lot. 3. Facilities The facilities to be made available are shown as Exhibit "A" attached to the 12

13 Proposed Concession Agreement. 4. Award of the Concession Agreement If a Concession Agreement is awarded, the award will be to the highest responsive, responsible Bidder meeting all requirements of the ITB and based on the criteria listed herein. H. REQUIREMENTS AFTER AWARD OF CONTRACT(S) 1. Return of Contract and Documents The successful Bidder shall sign (execute) the Concession Agreement and return such signed Agreement to Commission, along with all required documentation, including, without limitation, the performance guarantee and insurance certificates, within 30 calendar days from the date the Notice of Award is mailed by Commission. If the Agreement is mailed, special handling is recommended. 2. Performance Guarantee Prior to execution of the Agreement by Commission, and any extension, the successful Bidder shall provide to the Commission a Performance Guarantee equal to six months of the Monthly Concession Fee. This Performance Guarantee is required to guarantee the full and faithful performance of the terms and conditions of the Agreement by the successful Bidder and shall be subject to claim in full or in part by the Commission in the event of any failure to perform or default by the successful Bidder. The Performance Guarantee may be an irrevocable letter of credit from a bank rated B or better by Sheshunoff Information Services, payable by mail, upon demand and approved as to form by Commission s General Counsel and generally indicated in Part III, Item F, or it may be in the form of a performance bond, issued by an insurance company acceptable to the Commission, on the form included as Item E of Part III hereof. 3. Execution by Commission 13

14 Upon receipt from the successful Bidder of all required documentation, including, without limitation, the performance guarantee, insurance documents, and the executed Concession Agreement, it is anticipated that the Commission will complete the execution of the Agreement in accordance with applicable resolutions and laws, and return a copy of the fully executed Agreement to the successful Bidder; however, the Commission shall not be compelled to do so. No contract is created or binding upon the Commission until it has been fully executed by the Commission and delivered to the successful Bidder with all accompanying documentation. 4. Failure to Execute Contract If the apparent successful Bidder shall fail to execute and return the Agreement and other required documents within the thirty (30) day period, the Commission may require forfeiture of the Bid Guarantee, pursue any other remedies available at law or in equity, deem the Bidder non-responsible in future procurements and the Commission may then proceed to accept the Bid of the next highest responsive and responsible Bidder, reject all bids, advertise for new bids, or take whatever other action it shall deem to be in its best interests. I. RIGHTS RESERVED TO THE COMMISSION Notwithstanding any other provision of these bid documents, the Commission reserves to itself the following rights: 1. Right to Modify Bid Documents The Commission reserves the right to modify or amend any provision of this ITB, including without limitation, the provisions of the proposed Concession Agreement, at any time prior to the deadline for the submission of bids. 2. Right to Reject Any or All Bids 14

15 Whenever the Commission deems it to be in the Commission's best interest, the Commission reserves the right, at its sole discretion, to take any of the following actions: reject any or all bids; to waive minor irregularities and informalities in a bid and award a Contract notwithstanding such minor irregularity or informality, except that the Commission will not waive the requirement that a bid be received by the Commission prior to the deadline for submission of bids; to re-advertise; or to proceed with or to provide the service that is the subject of this solicitation in a manner other than by awarding a Contract under this ITB. 3. Right to Cancel Award of Concession Contracts The Commission reserves the right to cancel the proposed award of the Concession Agreement to any apparent successful Bidder(s) at any time before an Agreement with such Bidder has been fully executed by the Commission and delivered by the Commission to the Bidder. Any such cancellation by the Commission shall be without any liability to such apparent successful Bidder except for the return of the apparent successful Bidder's Bid Bond. J. GENERAL INFORMATION The following information is furnished for informational purposes only. The Commission does not warrant the accuracy of the Gross Revenue data. Such data shall in no way release a Bidder from the responsibility of determining for itself the business potential of the livery/limousine services business at the Airport. The Commission does not guarantee that future revenue will equal or exceed past revenue. 1. Historical Passenger Activity ROA PASSENGER ACTIVITY YEAR ENPLANED DEPLANED TOTAL , , , , , , , , ,083 15

16 , , , , , , , , , , , , , , , , , , , , , Existing Contracts The Commission currently contracts with one (1) Airport Livery/Limousine Service Provider who staffs a customer service counter adjacent to the baggage claim area on the lower level of the Airport Terminal Building. In addition, the Provider has the use of several preferential parking spots at the Terminal curb. Roanoke Regional Airport Fiscal Years LIMOUSINE GROSS RECEIPTS Fiscal Year Roanoke Airport Transportation Services Cartier Limousine* ,490 8, ,768 5, ,954 4, , , , , , , , * Cartier Limousine left the Roanoke Airport on August 31, Airlines and Airline Market Share 16

17 The following list shows the airlines (by their common names) serving the Airport: American Airlines/US Airways Express Delta Connection United Express Allegiant Airlines Assorted Charters: Domestic Deplanements by Market Share Airlines % of Airport Total Number of Deplaned Passengers US Airways Express 44% 128,248 Delta Connection 27% 94,123 United Express 14% 64,589 Allegiant 14% 30,106 Charters - Domestic 1 % 2,954 Total 100% 307,823 K. AMENDMENTS TO THIS INVITATION TO BID (ITB) The Commission will not be responsible for any oral instructions or statements with regard to this ITB or to the completion and submission of any bid proposal. Said ITB and any pertinent information relative to the ITB developed by the Commission subsequent to the issuance thereof, and prior to the established date for receipt of bids, may only be changed by a formal, written notice from the Commission, which may include formal Addenda and, which, if issued, will be provided to all prospective Bidders of record. 17

18 ITEM "A" PROPOSED LEASE AND CONCESSION AGREEMENT FOR AIRPORT COMMON CARRIER GROUND TRANSPORTATION WALK-UP LIVERY/LIMOUSINE SERVICES BETWEEN ROANOKE REGIONAL AIRPORT COMMISSION AND (ENTER DATE),

19 TABLE OF CONTENTS ARTICLE Page I - DEFINITIONS Airport Commission Counter Premises Executive Director Gross Revenues Lease Year Leasehold Improvements Vehicle Parking Spaces Terminal Building II - LEASED PREMISES Lease Privileges Granted Condition of Leased Premises...24 III - AGREEMENT TERM Term Hours of Operation Transition IV - CONCESSION GRANTED Privileges and Obligations V - FEES, RECORDS AND REPORTS Rentals and Fees Payment of Fees and Rent License, Fees and Taxes Additional Rent Books of Accounting and Auditing Remittance VI - OPERATION OF LEASE General Obligation of Lessee Specific Obligation of Lessee VII - LESSEE S OBLIGATIONS REGARDING MAINTENANCE, REPAIRS, IMPROVEMENTS AND UTILITIES

20 7.01 Maintenance of Counter and Office Premises Repairs Alterations or Improvements to Leasehold Title to Improvements Right to Personal Property Utilities VIII - INDEMNIFICATION AND INSURANCE Indemnification - Commission Held Harmless Waiver of Liability Insurance Not a Limit On Liability Waiver of Subrogation No Third Party Beneficiaries IX - PERFORMANCE GUARANTEE Amount of Performance Guarantee Form of Guarantee Certificate of Renewal Maintenance of Guarantee X - DAMAGE TO LEASED PREMISES Substantial Damage Extensive Damage Limit of Commission's Obligations Damage Due to Concessionaire's Negligence XI - ASSIGNMENT AND SUBLETTING XII - RIGHTS AND OBLIGATIONS OF THE COMMISSION Specific Rights Obligation to Maintain...42 XIII - TERMINATION AND CANCELLATION Termination and Timely Surrender Cancellation by Lessee Cancellation by the Commission Failure to Enforce Non-Waiver XIV - ENVIRONMENTAL CONCERNS XV - PROVISIONS APPLICABLE TO FACILITIES FUNDED WITH FEDERAL GRANTS

21 15.01 Federal Grants and Public Use Modification to Comply with Federal Laws, Regulations or Agreements Subordination to Federal Statue Rules and Regulations - Law Compliance Non-Discrimination Affirmative Action Accessibility of Physically Handicapped Airport Concession Disadvantaged Business Enterprise Program Evidence to Transact Business in Virginia Drug Free Workplace Employment of Unauthorized Aliens Governing Law and Venue XVI - GENERAL PROVISIONS Invalid Provisions Waiver of Claim No Warranties or Inducements Restriction and Regulations Interpretation Survival Successor and Assigns Bound by Covenant No Partnership Created Lessee is Independent Operator Situs and Service of Process Force Majeure Quiet Enjoyment Lessee's Dealings with Commission Memorandum of Lease in Lieu of Recording Notices No Personal Liability Incorporation of Exhibits Headings Entire Agreement Commission's Master Indenture Cancellation of Prior Agreement Agreement Not to Grant More Favorable Terms SIGNATURES EXHIBIT "A" Lease Space Counter and Office EXHIBIT A Lease Space Preferential Parking...65 EXHIBIT "B" Performance Guarantee Form EXHIBIT C Letter of Credit Form

22 LEASE AND CONCESSION AGREEMENT FOR AIRPORT COMMON CARRIER GROUND TRANSPORTATION WALK-UP LIVERY/LIMOUSINE SERVICES THIS LEASE AND CONCESSION AGREEMENT (hereinafter referred to as "Agreement", Lease or Concession Agreement ) made and entered into this the day of 2015, by and between the ROANOKE REGIONAL AIRPORT COMMISSION, a body and corporate of the Commonwealth of Virginia (hereinafter referred to as the "Commission"), pursuant to Resolution No., adopted, 2015, and a corporation organized and existing under the laws of the State of and authorized to do business in the Commonwealth of Virginia (hereinafter referred to as "Concessionaire" or Lessee ), W I T N E S S E T H: WHEREAS, the Commission owns and operates the Roanoke-Blacksburg Regional Airport located in Roanoke, Virginia (hereinafter referred to as "Airport"); and WHEREAS, Common Carrier Ground Transportation Walk-Up Livery/Limousine services at the Airport are necessary and desirable for the proper accommodation of passengers arriving at and departing from the Airport; and WHEREAS, the Commission desires to lease certain facilities and preferential parking spaces and grant certain concession rights in order to make said services available at the Airport; and WHEREAS, Concessionaire is qualified, ready, and able to perform said services, and desires to enter into this Agreement and to provide such services from and at the Airport Terminal Building; NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants, conditions, and agreements contained herein, the parties hereto covenant and agree, for themselves, their successors and assigns, as follows: ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall have the meanings indicated below: 1.01 Airport. "Airport" shall mean the Roanoke-Blacksburg Regional Airport located in Roanoke, Virginia. 22

23 1.02 Commission. "Commission" shall mean the Roanoke Regional Airport Commission, frequently acting by and through its Executive Director, or a duly authorized representative of the Executive Director Counter Premises. See "Article 2.01 (a)" below Executive Director. "Executive Director" shall mean the Executive Director of the Roanoke Regional Airport Commission or a duly authorized representative Initial Term. "Initial Lease Term" shall mean a period of twelve (12) consecutive calendar months anticipated to end on or about midnight on November 30, Leasehold Improvements. "Leasehold improvements" as used herein shall mean all improvements to the Leased Premises, including all fixtures and equipment that are permanently installed and affixed to the Leased Premises, and shall include but not be limited to, any new floor coverings, wall, ceiling and window treatments, lighting fixtures, and permanently installed trade fixtures, signs and equipment Service. Service as used herein shall mean authorized Common Carrier Ground Transportation Walk-Up Livery/Limousine services that are necessary and desirable for the proper accommodation of passengers arriving at and departing from the Airport, including, without limitation, properly authorized operation under Virginia law and DMV regulations as a Common Carrier of Passengers over Irregular routes Vehicle Parking Spaces. "Vehicle Parking Spaces shall mean the automobile parking spaces provided by the Commission in an area identified as the westerly side of the short term public parking lot, located south of the Terminal Building. These spaces shall be used for Lessee s ground transportation vehicles only. The Parking Lot section is shown on Exhibit "A" hereto Terminal Building. "Terminal Building" or "Terminal" shall mean the passenger terminal building, including concourses, public areas, concession areas, and related facilities which serve airline passengers. ARTICLE II LEASED PREMISES 2.01 Lease Privileges Granted. Subject to the terms and conditions herein contained, the Commission does hereby lease by way of Lease Agreement unto Lessee, and Lessee does hereby take from the Commission, the following premises (hereinafter referred to 23

24 as "Leased Premises" or "Premises"): a sq. ft. of Counter/Booth and Office Space; b. Three (3) Preferential Parking Space(s) at Terminal Building; and, c. 10 parking spaces in Public Parking Overflow Lot 2.02 Condition of Leased Premises. Lessee acknowledges that Lessee has had the opportunity to inspect the Leased Premises and Lessee accepts the Leased Premises in their "as is" condition on the date of the commencement of the Term of this Agreement and that the Commission shall not make or perform any improvements or alterations thereto. ARTICLE III TERM 3.01 Term. The Initial Term of this Agreement shall be for a period beginning at 12:01 a.m. on December 1, 2015 and terminating at midnight on November 30, 2016, unless sooner terminated under the provisions hereof. This Agreement may be extended for up two (2) one year extensions upon the prior mutual written agreement of the parties Hours of Operation. The selected Company will be responsible for providing the required Services including hiring and managing adequate employees to provide the Services as required herein at the Airport every day between the hours of 4:00 a.m. to fifteen (15) minutes after the latest flight arriving at the Airport, seven days a week Transition. Upon the expiration or earlier termination of this Agreement, the Concessionaire agrees to cooperate fully with the Commission and with any and all successor concessionaires to ensure a smooth transition from the Concessionaire to such successor. ARTICLE IV 24

25 CONCESSION GRANTED 4.01 Privileges and Obligations. The Concession and privileges and obligations granted herein shall be subject to and on the following terms and conditions: (a) Provide the adequate Service as required herein from the leased premises at the Airport Terminal Building. The privileges granted herein are not exclusive, and the Commission shall have the right to deal with and perfect arrangements with other Livery/Limousine Service providers at the Terminal Building. (b) Limitation on Use of Premises. The privilege to occupy the Leased Premises solely for the purpose of operating the Livery/Limousine Services described in this Agreement. Lessee shall have no right to provide any other products or services whatsoever except for those described herein. Lessee expressly agrees that it may under no circumstances sell or offer to sell, or otherwise provide any services, merchandise or products other than those permitted in this Agreement, and that breach of this restriction will place Lessee in default hereunder. (d) Ingress and Egress. The right of ingress to and egress from the Leased Premises over Airport roadways, including the use of common roadways, expressly subject to such rules and regulations as may exist or be established from time to time by the Commission as respecting such use and subject to law. (e) Common Facilities. The right (which shall extend to Lessee's employees), in common with others, to use the public rest rooms of the Airport as determined by the Commission. (f) Ingress and Egress. The right of ingress to and egress from the Premises over Airport roadways, including the use of common roadways, expressly subject to such rules and regulations as may exist or be established from time to time by the Commission as respecting such use and subject to applicable law. (g) Common Facilities. The right (which shall extend to Concessionaire's employees and other authorized representatives acting under Concessionaire s business name), in common with others, to use the public rest rooms of the Airport as determined by the Commission. 25

26 ARTICLE V FEES, RECORDS AND REPORTS 5.01 Rentals and Fees. Lessee agrees to pay to the Commission the Monthly Concession Fee including use of sq. ft. of counter/booth and office facilities and three (3) preferential parking spaces, and ten (10) parking spaces in the Public Parking Overflow Lot. Lease fees and trip fees as follows: (a) Concession Fee. Lessee agrees to pay to the Commission a Monthly Concession Fee of $ for each month during the Term of the Concession Agreement, for the rights and privileges herein granted: (b) Trip Fees. Concessionaire shall also pay the Commission s applicable trip fees, which are currently $0.50 per trip for use of the Airport Roadways to be calculated and determined by Commission through use of Commission s electronic trip monitoring ( AVI ) system. Concessionaire shall cooperate with Commission and take all actions reasonable necessary to implement and operate the AVI system Payment of Fees and Rent. The procedure for the payment of fees and rent by Lessee to the Commission shall be as follows: (a.) (b.) Payment of Lease Fees. The Monthly Concession Fee shall be paid by Lessee each month in advance and without demand, on the first day of each and every month during the Term. Trip Fees. The monthly trip fees shall be paid on or before the 15 th day of the following month of the Term in a method and as determined by Commission. Concessionaire will receive a monthly statement from the Commission for the trip fees. 26

27 (c.) (d.) Delinquencies. In the event that the Lessee is delinquent for a period of thirty (30) days or more in paying to the Commission any sums payable pursuant to this Agreement, the Lessee shall pay to the Commission interest thereon at the rate of twelve percent (12%) per annum or at the then maximum lawful rate of interest per annum, whichever is the lesser, from the date such sum was due and payable until paid. Receipt of such interest by the Commission shall not bar the exercise by the Commission of any remedy available to it in the event of such delinquency. Medium of Payment. All payments hereunder are to be in lawful money of the United States of America License, Fees and Taxes. The Lessee agrees to pay, when due, all licenses, fees, taxes and assessments charged, assessed or levied by any governmental authority in order to carry on Lessee's business at the Leased Premises. No such payment shall be considered a payment of rent entitling the Lessee to a credit under any other provision of this Agreement. The failure to pay any tax, license, fee, or assessment, the validity of which shall be contested in good faith and with reasonable promptness, shall not be interpreted as a violation of this covenant until such contest shall have been abandoned or the time for objection or appeal has expired Additional Fees. If Commission has paid any sum or sums or has incurred any obligation or expense for which Lessee has agreed in writing to pay or reimburse Commission, or if Commission is required or elects to pay any sum or sums or insure any obligations or expense by reason of the failure, neglect, or refusal of Lessee to perform or fulfill any one or more of the conditions, covenants and undertakings contained in this Agreement, Lessee agrees to pay such sums or expenses, including all interest, costs, damages, and penalties, and agrees that the same shall be added to the next installment of rents due hereunder, and each and every part of the same shall be and become additional rents, recoverable by the Commission in the same manner and with like remedies as if originally a part of the basic rental charges and fees set forth in Section 5.01 hereof Books of Account and Auditing. Lessee shall keep true and complete financial records and accounts of all elements of its operation at the Airport and with reasonable prior 27

28 notice shall make such records available to Commission for inspection Remittance. All fees and rentals shall be payable to the Roanoke Regional Airport Commission and forwarded to: Roanoke Regional Airport Commission 5202 Aviation Drive Roanoke, VA Attn: Director of Finance and Administration ARTICLE VI CONCESSIONAIRE S OPERATIONS 6.01 General Obligation of Lessee. All services provided by Lessee, pursuant to the privilege herein granted and the obligations undertaken by Lessee shall be performed in a prudent and business-like manner and in compliance with all applicable federal, state, local, and Commission laws, rules, and regulations, including, without limitation, the Commission s applicable Ground Transportation Rules and Regulations Specific Obligations of Lessee. During the term hereof in performing the services authorized by this Agreement, Lessee accepts certain specific obligations and covenants and agrees as follows: (a) Restriction on Use of Premises. That Lessee shall use the Leased Premises and any other area it may be authorized to use on the Airport solely for the conduct of its Airport Livery/Limousine Service business pursuant to the terms and conditions contained herein and for no other purpose; (b) Quality of Service. That Lessee shall furnish good, prompt, courteous and efficient Service, adequate to meet demands for Service at the Airport, on a fair and reasonable and nondiscriminatory basis, and it shall charge prices for such services on a competitive basis in accordance with applicable law; (c) Quality of Vehicles. That limousines made available hereunder shall be new or late model vehicles and no older than ten (10) years old, maintained at Lessee's sole expense, in good operating condition, free from known mechanical defects, and in a clean, neat, and attractive condition, inside and outside, all as determined by Commission in its sole and exclusive discretion; 28

29 (d) (e) (f) (g) (h) Hours of Operation. The selected Company will be responsible for providing required Service, including providing sufficient vehicles and equipment and hiring and managing adequate employees to operate between the hours of 4:00 a.m. to fifteen (15) minutes after the latest flight, seven days a week. Lessee agrees to coordinate its hours of operation with the Executive Director taking into consideration airline schedules, passenger flow and other circumstances; however, the Executive Director may in his/her sole judgment require operation longer or different periods of time than those proposed by Lessee, so long as the requirement is not unreasonable. Personnel Requirements. That personnel performing services hereunder will be neat, clean, and courteous, and Lessee shall not permit its agents, servants, or employees so engaged, to conduct business in a loud, noisy, boisterous, offensive, or objectionable manner, or to solicit business on the Airport outside its leased space in any manner whatsoever. Records. That it will keep or cause to be kept true, accurate, and complete records of business conducted hereunder and make all such records available to Commission upon request; Lessee to Pay. That it will meet all expenses in connection with the use of the Leased Premises and the rights and privileges granted herein (except those which the Commission specifically agrees in this Agreement to assume), including, without limitation, by way of example, taxes, permit fees, license fees, and assessments lawfully levied or assessed upon the Leased Premises or Lessee's leasehold interest or any of Lessee's property at any time situated thereon, and that it will secure all such required permits and licenses; Employee Driving Practices. That Lessee shall closely control and supervise the driving practices of its employees, especially on the roadway in front of the Terminal, and shall neither permit, authorize nor suffer fast, reckless or unsafe driving by its employees and shall take all steps necessary to correct specific instances of misconduct of which it is aware or which are reported to Lessee by the Commission or others. Lessee expressly acknowledges and agrees that public interest demands particular attention and deference to the public by Lessee and its employees, especially as to vehicular traffic and pedestrians on the Airport, and agrees that there will not be any policy of Lessee promoting or requiring speed by its employees in operating motor vehicles on the Airport. 29

30 (i) (j) (k) Noise, Odor, Vibrations and Annoyances. Lessee shall conduct its operations in an orderly and proper manner so as not to commit any nuisance or waste in the Terminal Preferential Parking areas or annoy, disturb or be offensive to others at the Terminal or the Airport and shall take all reasonable measures, using the latest known and most practical devices and means, to eliminate any unusual, nauseous or objectionable smoke, gases, vapors, odors, or any vibrations tending to annoy other terminal tenants and users or to damage the Leased Premises or the Airport, and to maintain a low sound level in its operations. Prohibited Acts. Lessee shall not: i) Conduct its operations in a manner that deprives the public of its rightful, equal and uniform use of Airport property. ii) Conduct its operations so as to interfere with reasonable use by others of common facilities. iii) Conduct its operations in such a way as to hinder, police, fire fighting or other emergency personnel in the discharge of their duties or so as to constitute a hazardous condition that would increase the risks normally attendant upon the operations contemplated under this Agreement. iv) Permit any employee to arrive or remain at the Airport if under the influence of drugs or alcohol. Nor may any operator be under the influence of prescription or over the counter medication that impairs the employee s ability to operate appliances, equipment or machinery. v) Permit any manager or employee to bring a firearm or other similar weapon onto the Airport. Security Vehicle Inspections. In the event the Federal Government determines the Terminal preferential parking located there are too close to the Terminal Building, posing a threat to the security of the Airport, its facilities and occupants; and further determines that the roadway should be closed and only made available to the public after vehicles entering the roadway have been inspected by a Commission authorized company, then in such an event the cost of these inspections shall be paid for by the Airport Livery/Limousine Service companies operating at the Airport. The cost of these inspections shall be allocated to each Airport Livery/Limousine Service company in direct proportion to each company's annual gross revenue as they relate to the total accumulated Airport Livery/Limousine Service company annual gross revenues for all Airport 30

31 Livery/Limousine Service companies operating at the Airport at the time the vehicle inspections are made a requirement by the Federal Government. These costs shall continue to be paid by each Airport Livery/Limousine Service company until the time as the vehicle inspections are discontinued as directed by the Federal Government. (l) Compliance With Applicable Law. Concessionaire and its employees, contractors, subcontractors, invitees, and agents shall at all times comply with all applicable federal, state, local, and Commission laws, rules, and regulations, including, without limitation, the Commission s Ground Transportation Rules and Regulations, the Code of Virginia, DMV regulations and requirements. ARTICLE VII LESSEES OBLIGATIONS REGARDING MAINTENANCE, REPAIRS, IMPROVEMENTS AND UTILITIES Maintenance of Counter and Office Premises. (a) Lessee shall be obligated, without cost to the Commission, to maintain the Leased Premises and every part thereof and all improvements installed by Lessee, together with all of its fixtures, equipment and personal property therein, in good repair and in a clean and orderly condition and appearance and shall keep the areas immediately adjacent to the window wall, exits, entrances, and counter areas of the Leased Premises clean and orderly and free of obstructions. Maintenance of the Leased Premises shall include, without limitation: (i) the cleaning of the counters, interior walls; lighting; floors; decor; and equipment; and (ii) re-lamping electrical fixtures within the Counter and Office Premises. (b) Public Overflow Parking Lot and Preferential Parking Spaces. The Public Overflow Parking Lot and trash containers shall be cleaned daily of trash and debris by the Commission, provided that Lessee s employees shall not intentionally litter the parking lot. Commission shall undertake or arrange for the following to be undertaken: periodic cleaning, striping and sealing of the Public Overflow Parking Lot and spaces; and removal of snow and treatment of ice on the common use driving 31

32 areas of the Public Overflow Parking Lot, provided that it shall not clear snow between or immediately around parked cars (which shall be the responsibility of Lessee). Certain maintenance work, at the Terminal Curb, may require Lessee to move all vehicles during such maintenance work to the overflow lot. The Commission may at any reasonable time, without notice, enter the Leased Premises to determine if satisfactory maintenance is being performed. If Commission determines that maintenance is not satisfactory, Commission shall so notify Lessee in writing. If said maintenance is not performed by Lessee within five (5) calendar days after receipt of written notice, Commission or its agents shall have the right to enter upon the Leased Premises and perform the maintenance therefor and Lessee agrees to promptly reimburse Commission for the direct costs thereof, plus ten percent (10%) thereof for administrative overhead. The Commission shall be the sole judge of the quality of maintenance. Notwithstanding the above provision, any hazardous or potentially hazardous condition shall be corrected immediately upon receipt by Lessee of oral notice given by Commission. At Commission's discretion, Lessee shall close the Leased Premises until such hazardous or potentially hazardous condition is removed. Lessee shall inform Commission of any hazardous or potentially hazardous conditions of which it is aware Repairs. The Lessee agrees to (except for the repairs or work which are the responsibility of the Commission) make all repairs to the Leased Premises, including the fixtures thereon, and will maintain and keep the Leased Premises in good condition and repair, and will surrender and deliver up the same at the termination of this Agreement in as good order and condition as the same exists at the commencement of the term of this Agreement, reasonable wear and tear excepted Alterations or Improvements to Leased Premises. Lessee will make no alterations or improvements to the Leased Premises except after completing the Tenant Project Request Form, complying with the Commission s Guidelines for Tenant improvements (a copy will be provided to Lessee upon request), agreeing to reimburse the Commission for the cost of engineering/architectural reviews, obtaining all necessary building permits, 32