SINGLE TAXI CAB LICENSE AGREEMENT

Transcription

1 SINGLE TAXI CAB LICENSE AGREEMENT The operation of Harrisburg International Airport (HIA), including those allied services essential to the public convenience, is a function of the Susquehanna Area Regional Airport Authority (SARAA). Ground transportation in the form of a taxicab service is an essential adjunct to the operation of airports. This service can properly be provided, through a grant of a license for a concession under terms and conditions which tend to insure a minimum standard of service for the public. This taxicab service is granted this license to pass and repass over SARAA owned roads. NOW THEREFORE; THIS LICENSE AGREEMENT is made as of the day of, 2004 by and between the Susquehanna Area Regional Airport Authority (SARAA), and Salgals Inc. d/b/a American Taxi, (COMPANY) with principal office at 1900 Crooked Hill Road, Harrisburg PA WHEREAS, SARAA has determined that the operation of a taxicab service at HIA is in the public interest, and the COMPANY is desirous of operating a taxicab service at said Airport, over roads and in places owned, operated and maintained by SARAA, in consideration of the charges, covenants, and agreements contained herein the parties hereto agree as follows: ARTICLE I GENERAL RIGHTS OF THE COMPANY SARAA does hereby grant unto the COMPANY, subject to the terms, conditions, and covenants of this Agreement: 1. The full and sole authority, rights, and privileges for the operation of a taxicab service from HIA, situated in Middletown, Pennsylvania for the pick up of passengers at the terminal building, in the multi-modal transportation facility. 2. The use of designated parking spaces located within the so-called multi-modal transportation facility (Exhibit 1). 3. The use of an office space designated in Exhibit The use of up to twenty (20) parking spaces for off-duty taxicabs in the bullpen assigned by SARAA (Exhibit 3). 1

2 ARTICLE II TERM OF AGREEMENT 1. The COMPANY shall have and exercise the rights and privileges set forth in Article I hereof for a term beginning on the day of, 2004 of three (3) years, with the mutual agreed upon two (2) one (1) year extensions and exercised 120 days prior to the expiration date, unless sooner terminated as hereinafter provided. 2. SARAA shall provide the COMPANY with a written notice to vacate not less than sixty (60) days prior to the expiration of the original or holdover term. ARTICLE III OPERATING FEES, RENT AND PERFORMANCE DEPOSIT For the rights and privileges granted herein, the COMPANY agrees to pay SARAA as follows: 1. Fees paid to SARAA shall be based upon a percentage of gross revenues as follows: 4% on revenues up to $250, % on revenues from $250, to $350, % on revenues over $350, The initial measurement period for percentage fee schedule above shall be the twelve months starting with the date of commencement and refresh for each twelve months thereafter. Revenues shall be reported on forms approved by SARAA and shall contain both monthly gross revenues, Year to Date totals gross revenues, and number of trips generated from the airport 2. A Performance Deposit in the amount of Twenty Five Hundred Dollars ($2,500.00) will be provided to SARAA. Said deposit with interest accrued, to be returned conditioned upon the COMPANY s full and faithful performance of the convents contained herein to the satisfaction of SARAA. 3. The amounts due in Article III, Section 1 and 2, will be forwarded in the form of a check made payable to SARAA and forwarded to the following address: SARAA Lock Box - Remittances P.O. Box 127 Camp Hill, PA

3 4. The total monthly percentage fee shall be due no later than the 15 th day of the month following, along with a report as set forth by SARAA. The report of the monthly gross revenues and the percentage fee due SARAA shall be forwarded SARAA s finance department by no later than the 10 th day of the month following. 5. Concessionaire shall maintain in accordance with generally accepted accounting practices and principles during each Agreement Year hereof and for three (3) years thereafter, records and books of account recording all transactions at, through, or in any way connected with concessionaire s licensed activities conducted pursuant to the Agreement. Such records and books of account shall be kept at all times within the airport premises. Concessionaire shall permit, during ordinary business hours, the examination and audit by the officers, employees and representatives of SARAA of such records and books of account. 6. An audit of Concessionaire s books and records may be undertaken by SARAA or its designated representatives. In the event such audit shall reveal a deficiency of more than 3% between the annual Airport fees paid during each year of the term as provided, and the annual airport fees as determined by SARAA to be owed for the same time period, the full cost of the audit shall be born by concessionaire, and the amount due shall be subject to an interest charge of 18% per annum. 7. No later than 180 days after the end of the concessionaire s fiscal year, and each succeeding fiscal year, concessionaire shall furnish to SARAA, a written statement stating that the percentage fees and charges paid by concessionaire to SARAA pursuant to the agreement is accurate. Such statement shall also state the gross revenues as shown on the books and records of concessionaire for the period. ARTICLE IV OPERATION BY THE COMPANY 1. The COMPANY shall provide adequate taxicab service to meet the public demand at HIA. Adequate service is defined to mean a minimum of twenty (20) clean and properly maintained taxicabs, and passenger vans operated by drivers who are courteous, and presentably and uniformly attired as directed by the COMPANY and approved by SARAA. Vehicles shall be no more than five years old when placed into service and no more than five years old in operation. In emergency conditions such as delays, weather, cancellations, which conditions make twenty (20) cars insufficient to service the airport, the successful proposer may utilize other taxicabs within their fleet that are not specifically provided for the airport under this contract; or may under similar circumstances, utilize other taxicab fleets to provide needed cabs. Under any circumstance, the use of other fleets, or other resources must be approved by 3

4 the Terminal and Ground Transportation Manager, or his designee, prior to their use. 2. Vehicles to be utilized must be capable of carrying 4 passengers or more. Mini vans shall be eligible to be included in the mix of vehicles provided for the airport. There shall be a minimum of two (2) mini vans in the mix for parties that need them. The min-vans shall be on site at all times not in use carrying passengers. 3. No taxicab will be permitted to be utilized as a personal pick up vehicle. All taxicab pick-ups will be considered a commercial transaction and will be charged a fee. 4. Any taxicab, from any taxi service, if parked in the garage, and used as a pickup from there, will be charged a $10.00 surcharge in addition to the regular parking fee, upon exiting the garage if there is someone other than the driver in the vehicle. 5. The vehicle s exterior shall be clean and be free of dents and other auto body damage. It shall also have all exterior moldings and/or appurtenances intact. If equipped with wheel covers they shall be on and clean, or if styled wheels, they shall be clean. They shall be clearly marked as airport taxicabs as agreed to by the parties. The interior shall be kept neat and clean and not have an objectionable smell. The upholstery shall not be ripped, discolored or stained in any way. Vehicles shall have a current inspection sticker. Drivers must speak English, and must be neatly and cleanly attired in an agreed upon uniform, or uniform manner, with a collared shirt. They shall not wear t- shirts, sweatshirts, shorts, cut-off jeans, jeans of any kind, open-toed shoes or sandals of any type. If male, they must be either cleanly shaved, or if wearing facial hair, it must be kept neatly trimmed. Hair must be clean and well groomed. Any failure of the COMPANY to enforce the standards set in this article may lead to the termination of this agreement by SARAA at its sole discretion. SARAA may also immediately remove the offending driver or vehicle from the premises and not allow it or the driver or vehicle to return until these standards are met. 6. The schedule of rates for the transport of passengers and baggage on said taxicabs shall be as filed with the Public Utility Commission (PUC) which rates and fees shall be attached hereto and may be amended from time to time by the PUC. 7. The COMPANY shall, subject to the approval of the Director of Aviation, maintain the hours of business necessary to meet all airline schedules and other requirements of the public, these being from 7:00 a.m. to the later of 12:30 a.m., or one-half (1/2) hour after the last scheduled, delayed, or diverted flight has landed. 4

5 8. The COMPANY shall be responsible for the conduct of its agents, servants, and employees, and for the conduct of its patrons, invites, and visitors. 9. The COMPANY will not allow any of it s drivers to service HIA who fit the following: a. Conviction within the past five (5) years of a motor vehicle offense which is a criminal offense in the State of Pennsylvania or which, if committed outside the State of Pennsylvania would be considered a criminal offense if committed in the State of Pennsylvania or conviction within the past five (5) years of an alcohol related driving offense (including refusal to submit to a breath or blood/alcohol test; b. Conviction of a felony (the term conviction shall not include any felony which has been expunged by court order or otherwise rescinded or pardoned). Management may submit a waiver request, which shall be judged by SARAA on a case-by-case basis. 10. The COMPANY will maintain a current roster of all drivers servicing HIA and make that roster available to SARAA immediately upon request. 11. The COMPANY shall comply with all provisions of SARAA Policies and Procedures. SARAA shall strictly enforce its rules and regulations, including but not limited to the restrictions upon the solicitation of passengers and use of the commercial lane and staging areas, to prevent encroachment upon and/or unfair competition with the rights and privileges granted to the COMPANY under this Agreement. 12. The COMPANY shall comply, at its own cost and expense, with all Federal, State, or Local laws, ordinances, and SARAA rules and regulations, now or hereafter in force, which may be applicable to the operation of its business at the Airport; shall obtain and pay for all necessary licenses and permits; and shall pay all fees and charges assessed under Federal, State and Local laws or ordinances, and SARAA rules and regulations, insofar as they are applicable. The COMPANY shall protect, indemnify, and save harmless SARAA, its authorized agents, or representatives from any damage or penalty which may be suffered, imposed, or incurred by reason of the violation, disregard, or breach of any law, order, or regulation, or by reason of any act or neglect, or omission of the COMPANY, or by an agent or employee of the company or by a visitor, patron, or other occupant for the time being of the premises. In the event of any violation of this paragraph by or in behalf of the COMPANY, or in the case SARAA shall deem any conduct on the part of the COMPANY, its agent, or employees, or of any person or occupant for the time being of the premises, to be objectionable or improper, SARAA shall have the right to cancel this Agreement in accordance with the provisions for cancellation contained in Article VII below, subject to notice to the company and reasonable opportunity to cure. 5

6 13. The COMPANY shall implement a random drug and alcohol testing policy and provide SARAA with proof that such policy is in place and strictly enforced. ARTICLE V CONDUCT OF BUSINESS The COMPANY shall not engage in any business at HIA other than in the exercise of the rights and privileges herein granted unless otherwise granted by SARAA in writing. ARTICLE VI LIABILITY OF SARAA 1. SARAA shall not be liable for any damage or injury which may be sustained by the COMPANY or by any other person, or which may result to their goods or chattels from any cause whatever. 2. The COMPANY shall assume all risks incident to or in connection with its business to be conducted hereunder and shall be solely responsible for all accidents or injuries of whatever nature or kind to persons or property and shall defend and save harmless SARAA from any penalties for the violation of any law, ordinance, or any regulations having application to the operation of such business and from any and all claims, suits, losses, damages, or injuries to persons or property of whatever kind arising directly or indirectly out of the operation of the business or resulting from the carelessness, negligence or improper conduct of the COMPANY or any of its agents or employees. 3. The COMPANY, at its own cost and expense, shall obtain and carry throughout the terms of this agreement a standard form policy or policies of insurance in the amount of $100,000/$300,000 with SARAA as an additional named insured. A certificate of such insurance shall be delivered to SARAA, as evident of compliance with the provisions of this Article, and shall have a 30-day cancellation notice requirement. ARTICLE VII CANCELLATION BY SARAA Upon the nonpayment of the whole or any part of the amounts agreed upon in Article III within thirty (30) days of the time such payments become due, or in the event the COMPANY shall be adjudicated bankrupt, placed in receivership, make an assignment for the benefit of creditors, or a court shall take jurisdiction of its assets, or the occurrence of any act which operates to deprive the COMPANY permanently of the rights, powers, and privilege necessary for the operation of the concession granted 6

7 herein, or the abandonment or discontinuance of the operation of any of the concession privileges granted herein, or that the COMPANY shall fail to perform, keep, and observe any of the terms or conditions herein contained, all of the rights and privileges granted hereunder shall cease and terminate and SARAA shall be entitled, with or without legal process, to expel, oust, and remove any and all of the parties who may occupy any part of the premises and any and all of the goods and chattels not belonging to SARAA which may be found on the premises, without being liable to any claims for damages therefore. ARTICLE VIII SARAA S RIGHT TO ENTER AND TO INSPECT The Director of Aviation and his/her designees shall have at any and all times the full and unrestricted right to enter the premises described in Article I hereof for the purpose of inspecting the premises and of doing any and all things which may be deemed necessary for the proper conduct and operation of the Airport. They may also inspect any vehicle used in the taxicab service by the COMPANY without notice, and if the vehicle so inspected does not meet standards, have the right, without notice, to eject the taxicab from the premises. ARTICLE IX RULES, REGULATIONS AND STATUTES 1. The COMPANY shall observe and comply with all rules and regulations which may from time to time during the term of this Agreement be promulgated by SARAA for the care, operation, maintenance and protection of the Airport and all laws and rules and regulations applicable to the operation of the concession privileges granted herein. 2. SARAA shall strictly enforce its rules and regulations, including but not limited to the restrictions upon the solicitation of passengers and use of the commercial lane and staging areas, to prevent encroachment upon and/or unfair competition with the rights and privileges granted to the COMPANY under this Agreement. SARAA acknowledges that it is the sole enforcement authority. ARTICLE X NONDISCRIMINATION The COMPANY shall not discriminate, nor permit discrimination, in the exercise of the rights and privileges granted under this Agreement, against any person because of race, color, religion, or national origin; and the COMPANY further agrees to covenant in a form specified by the Administrator of the Federal Aviation Administration that he will comply with the nondiscrimination requirements of the Code of Federal Regulations, Title 49A, Part 21, Appendix C(b)(3), Effectuation of the title VI of the Civil Rights Act of

8 ARTICLE XI WAIVER OF PERFORMANCE The failure of SARAA to insist in any one or more instances upon a strict performance by the COMPANY of any of the provisions terms, reservations, conditions, or stipulations contained in this Agreement shall not be construed as a waiver thereof for the future, but the same shall continue and remain in full force and effect and no waiver by SARAA of any provision or term of this Agreement shall be deemed to have been made in any instance unless expressed in writing and signed by the Director of Aviation. ARTICLE XII ASSIGNMENT OF CONTRACT The COMPANY shall not at any time, without the prior written consent of SARAA, assign or transfer this Agreement or any part hereof, or any right, power, or privilege hereunder granted. ARTICLE XIII SUCCESSORS It is further mutually understood and agreed that the entire Agreement between the parties hereto is contained herein and that each and every provision hereof shall be binding upon the said parties respectively and upon their successors, legal representatives, and assigns. ARTICLE XIV COMPLIANCE WITH PROPOSAL 1. SARAA shall comply with all statements, specifications, terms and conditions set forth in its Request for Proposal 2. The COMPANY shall comply with all statements, specifications, terms and conditions set forth in its submitted Proposal 8

9 IN WITNESS WHEREOF, the parties have caused these presents to be signed in their behalf by their respective representatives there unto duly authorized the day and year first above written. SUSQUEHANNA AREA REGIONAL AIRPORT AUTHORITY: APPROVED WITNESS Dated: Dated: Salgals Inc. dba American Taxi 1900 Crooked Hill Road Harrisburg PA 17110» AGREED UPON: WITNESS Dated: Dated: 9