5b Exhibit A
[Stamp] pqb
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LEASE AND CONCESSION AGREEMENT
BETWEEN
PORT OF SEATTLE AND
_________________________________________________________
PUGET SOUND DISPATCH, L.L.C.
THIS LEASE AND CONCESSION AGREEMENT (hereinafter the "Agreement") is
made as of August _____, 2010, by and between the PORT OF SEATTLE, a
Washington municipal corporation (hereinafter the "Port"), and
____________________________, a ______________________ corporationPuget Sound
Dispatch, L.L.C., a Washington limited liability company dba Yellow Taxi Association
(hereinafter the "Concessionaire").
R E C I T A L S:
WHEREAS, the Port owns and operates the Seattle-Tacoma International Airport
(hereinafter "the Airport"), located in the County of King, State of Washington; and
WHEREAS, On-Demand Taxi service is an important element of an efficient ground
transportation system at the Airport; and
WHEREAS, pursuant to Chapter 14.08 RCW and other applicable statutes, the Port
Commission is authorized to regulate and control the use of Port facilities at the Airport and to
contract by concession agreement for the use of those facilities; and
WHEREAS, the Port Commission has determined that is in the best interest of the public
that uses the Airport to enter into this Agreement;
NOW, THEREFORE, in consideration of their mutual promises, the parties hereby agree
that Concessionaire's activities at the Airport for the period stated in paragraphSection 1 below
shall be governed by the following terms and conditions:
1. TERM.
This Agreement shall become effective _______________, 2010,November 1, 2010
("Effective Date"), and shall continue for a term of five years, ending on
___________,October 31, 2015, unless sooner terminated pursuant to any provision ofin
this Agreement. Any references to "year" or "years" herein shall mean November 1
through October 31 of each year.
2. WARRANTY OF ADEQUATE AUTHORITY TO PROVIDE SERVICE.
Concessionaire covenants and warrants that it holds and will maintain any and all authority
necessary from any other governmental body (federal, state and/or local) to fully and
adequately provide the services covered by this Agreement. In the event this Agreement is
terminated because: (a) Concessionaire is held to lack any such authority; (b)
Concession Agreement - 1
Concessionaire loses such authority; or (c) Concessionaire's On-Demand Taxi services
under this Agreement are interrupted or restricted, voluntarily or by action or threatened
action of any governmental body or private entity other than the Port, then Concessionaire
shall hold harmless and indemnify the Port from any and all expenses, losses and damages
the Port may incur, including but not limited to, any and all expenses associated with
preparing and negotiating a new On-Demand Taxi agreement and any and all loss of
concession revenues to the Port for the balance of the term of this agreementAgreement.
These obligations of Concessionaire shall survive any termination of this Agreement and
shall be in addition to any and all other rights and remedies provided by law or this
Agreement, including but not limited to, liquidated damages for Concessionaire's failure to
provide a minimum level of service as described in paragraphSection 4 below.
3. GRANT OF CONCESSION.
A. The Port grants to Concessionaire the non-exclusive right to provide transportation
services from the Airport by way of On-Demand Taxi services. [Concessionaire's
right to provide On-Demand Taxi services shall be in common, and shall be jointly
provided, with _______________ (" (the Other
Concessionaires").]"Concession"). Except as otherwise provided, the Port shall
award no other concession agreements toConcession to operate other On-Demand
Taxi services. However, nothing contained hereinin this Agreement prevents the
Port from permitting other Prepre-arranged Taxitaxi services from picking up
passengers on the arrivals/departures levels or using the off- site holding areas
when needed. In the event Concessionaire does not maintain the minimum service
required herein or provide adequate service during inclement weather conditions,
the Port may call in other taxi services to meet such minimum service. Such other
taxi service may, during such time, use the areas reserved exclusively for
Concessionaire by this Agreement.
B. The Port also grants to Concessionaire the right to use those areas and loading
zones designated in the attached Operating Instructions for its operations under this
Agreement. [This right shall be in common with the Other Concessionaires.]The
initial locations for said loading area, feeder lines and remote holding/staging lots
shall be as shown on attached Exhibits A and B, respectively, and the Port's
Manager, Ground Transportation or designee (hereinafter "MGT") in his/her
discretion shall have the right from time to time to alter the number, reconfigure, or
relocate any or all of the holding/loading zones or feeder lines including the remote
holding lot on tenthirty (1030) days' prior written notice to Concessionaire., or
sooner upon by mutual consent of the parties. In the event that any of the changes
materially and adversely effects the operation of the Concession, Concessionaire
shall be entitled to such relief from the requirements of this Agreement as
reasonably necessary to account for and/or offset such effect(s).
C. The Port shall, by separate agreement at no additional expense to Concessionaire,
provide Concessionaire use of designated areas at the Airport as may reasonably be
required by Concessionaire for the direct administration and support of the
Concession, but to be no less than (1) the exclusive office and breakroom space
located at the 160th Street holding lot and (2) an on-site manager's office and
Concession Agreement - 2
dispatch center located within the Airport terminal or parking garage (collectively,
the "Dispatch Center"). The Port agrees that the office located in the airport
terminal or parking garage shall be available to Concessionaire prior to the
Effective Date.
D. C. Nothing in this Agreement prevents the Port from granting permission to other
operators of vehicles rendering a different type of service the use ofother than On
Demand Taxi services on the Airport's facilities.
E. D. Nothing in this Agreement shall restrict in any way the Port's rights to deny or
control uses of the Drivesdrives and adjacent areas at the Airport Passenger
Terminal Building.
F. E. In the event that federal or state courts or regulatory agencies having judicial or
administrative jurisdiction declare or deem the rights and privileges granted by this
Agreement to Concessionaire to be invalid, unenforceable, or void, the Port may
comply with any resulting judicial orders or administrative directive without being
deemed in violation of this Agreement. Further, the Port may, in its discretion,
award some or all of Concessionaire's concession rights and privileges to
additional taxi operators if the same appears necessary or advisable in order to
comply with such judicial orders or administrative directives. In the event of such
award by the Port, Concessionaire may at its option, upon not less than sixty (60)
day's prior written notice to the Port, terminate this Agreement with the Port and
discontinue On-Demand taxi operations at the Airport. Except for the aforesaid
option to terminate, the award of concession rights and privileges to additional
operators shall not entitle Concessionaire to any reduction of any fees due and
payable hereunder or to any other modifications of this Agreement.
G. F. This Agreement does not authorize Concessionaire to perform any services for
the account of the Port; all services authorized by this Agreement are to be
performed by Concessionaire for the account of itself[, the Other
Concessionaires,] or of third parties.
H. G. Concessionaire accepts the grant of concession and agrees to perform the
services and obligations described in this Agreement, including the attached
Operating Instructions.
I. The Port recognizes that Concessionaire will contract with and utilize the skills and
expertise of independent contractor licensed taxicab vehicle owners, operators,
and/or lease operators (the "Independent Contractors") in carrying out its rights and
responsibilities of the On-Demand Taxi services under this Agreement. The Port
recognizes that the Concessionaire does not have direct control over the
Independent Contractors. The Concessionaire shall by separate agreement with the
Independent Contractors require the Independent Contractors to comply with the
terms of this Agreement and the Operating Instructions that may be applicable to
them.
J. H. Concessionaire may at times of a declared emergency be required to provide
Concession Agreement - 3
emergency transportation services that are not On-Demand Taxi services, such as
rapid evacuation of personnel. In such cases, the Port shall use all reasonable
efforts to provide as much notice as possible to Concessionaire under the
circumstances and shall compensate Concessionaire for its costs, as mutually
agreed upon.
4. MINIMUM SERVICE REQUIRED OF CONCESSIONAIRE; NUMBER OF
VEHICLES REQUIRED.
A. Concessionaire shall contract with the Independent Contractors to operate itstheir
vehicles for the public via the most immediate and safest route. Concessionaire
shall, [together with the Other Concessionaires] as a minimum service
requirement, provide enough On-Demand taxis on a daily basis to ensure that a
passenger shall not wait more than five (5) minutes maximum for an On-Demand
Taxi; provided, however, Concessionaire shall be excused from meeting this
requirement prior to March 1, 2011 if such failure results from Concessionaire not
yet having committed 210 taxis to the Concession as contemplated by the
Operating Instructions attached hereto and Concessionaire provides the Port
reasonable notice of its inability to do so. Such On-Demand Taxis and drivers shall
be available and ready for service to customers in accordance with the conditions
described herein.
The minimum service requirements may be changed, so as to provide additional
service from time to time, by the MGT on fifteen (15) day's prior written notice to
Concessionaire based upon the MGT's best judgment as to the public demand for
On-Demand Taxi transportation and what is adequate to meet such demand.
Concessionaire shall, in any event, at all times use its best efforts to render adequate
service. The MGT has the discretion to determine what constitutes adequate
service under various operating conditions, however, a wait time of five minutes
shall be presumed to be adequate service at all times.
B. The Port willshall issue permits for two hundred ten (210) totalpermits for
On-Demand Taxis at the Airport. [Specify number (__) of] theseThese
On-Demand Taxi permits will be issued to Concessionaire pursuant to this
Agreement. [The remainder shall be issued to the Other Concessionaires.]
Concessionaire may petition the Port to issue additional permits that will have
limited access to Airport facilities in order to comply with or improve upon its
deadheading reduction plan (as set forth in Section 3.F. below) or to comply with or
improve upon its revenue obligations (as set forth in Section 7 below), and the Port
agrees not to unreasonably delay, condition or deny its approval of such requests.
The Port shall have the option to issue more permits if, in its sole discretion,
additional On-Demand taxis are necessary to provide an acceptable level of
customer service at the Airport. The Concessionaire may also, at any time, petition
the Port to issue permits for additional "unlimited" permits for On-Demand Taxis
in the event that the existing number of permitted On-Demand Taxis is not
sufficient to adhere to the requirements of Section 4A. Any additional
permitpermits shall be subject to all of the requirements set forth in the attached
operating instructionsOperating Instructions.
Concession Agreement - 4
C. [In the event that the Port awards this Concession to Concessionaire together with
Other Concessionaires, Concessionaire and the Other Concessionaires shall
within forty five days of execution of this Agreement organize themselves so as to
provide a management structure, and single point of contact for the Port, related to
the operation, management, and enforcement of this Concession. The form of
organization, management structure and point of contact shall all be subject to the
reasonable approval of the Port.]
C. D. The ground transportation information offices shall be staffed and operated
solely by Port personnel. Hours of operation, business procedures and operational
decisions shall be at the discretion of Port Management.
D. E. Concessionaire agrees that it will affix Automatic Vehicle Identification (AVI)
tags to its vehicles in a manner and location approved by the Port and to pay the
sum of $100.00 per tag for any loss or damage that may occur to the tag(s).
E. F. Concessionaire shall maintain monthly records setting forth the trips of all
On-Demand Taxis from and to the Airport and shall make such records and/or
summary reports available to the Port upon request.
F. G. In the operation of the Concession, Concessionaire shall specifically use all
reasonable efforts to minimize "deadheading" (i.e. passengerless return trips to the
Airport to obtain additional, outbound fares). Concessionaire shall specificallywill
contract with the Independent Contractors to achieve the reduction in deadheading
as set forth on Exhibit A hereto. Subject to the consideration set forth in Subsection
4.G., the chart below. The failure to do shall constituteso constitutes a material
default of this Agreement.
[Insert Chart Based on Response to RFP]
G. In determining whether an event of default has occurred for failure to meet
deadheading goals, the Port agrees to take into consideration Concessionaire's
good faith efforts to execute its deadheading goals, whether the Port has issued
such other and further permits as Concessionaire has requested to meet the goals,
the intractable and difficult nature of the deadheading problem, any changes or lack
thereof to the local regulatory approach to the granting of taxicab licenses and all
other factors affecting deadheading and shall give these factors due weight and
consideration.
5. LIQUIDATED DAMAGES FOR FAILURE TO PROVIDE MINIMUM SERVICE
REQUIRED BY CONCESSIONAIRE.
The Port, as operator of the Airport, has a responsibility to provide adequate ground
transportation services at the Airport. A failure to have adequate On-Demand Taxi service
reflects adversely on the reputation of the Airport and the long range desirability and use of
the Airport. The costs and damages which may be incurred by the Port and by members of
the public as a result of inadequate service by Concessionaire on a particular day are
difficult to estimate and prove after service is determined to be inadequate. The parties
Concession Agreement - 5
therefore agree to substitute an amount of liquidated damages as a measure of the costs and
damages, direct and indirect, suffered by the Port for failure to meet a call for service
within five (5) minutes from the feeder lines and loading zones as set forth in Subsection
4.A. Concessionaire [and the Other Concessionaires, jointly and severally,] agreeagrees
to pay to the Port Fifty Dollars ($50.00) each time the Concessionaires failConcessionaire
fails to meet such call within the required time limit not to exceed Five Hundred and
No/100 Dollars ($500.00) per day; provided, however, that failure to meet such
requirement may be excused if it is solely due to inclement weather that results in,
declaration of an airport emergency, acts of God, security measures, or extraordinary
traffic conditions that were not foreseeable or could not be anticipated, and not due to the
fault or negligence of Concessionaire; or where the service requirement is excused in
writing by the MGT as being unnecessary for a period of time.
6. COMPLIANCE WITH LAWS.
A. Concessionaire shall comply with all Federal, State, King County, City of Seattle
and other local laws, ordinances and regulations, and all Port rules, regulations, and
tariffs including without limitation, regulations and written and oral directions
issued by the MGT and by representatives of the Federal Aviation Administration.
The Concessionaire recognizes that the Port has entered into certain FAA grant
agreements for the purpose of accepting federal aid to airports and may, in the
future, enter into other such agreements with public agencies. TheAll such
agreements shall be provided to Concessionaire agrees to abide by such
agreementsin writing to the extent that they may affect Concessionaire. In
addition, any oral directions to Concessionaire shall be provided in writing within
twenty four (24) hours of issuance.
B. Concessionaire [and the Other Concessionaires] shall furnish, at its[/their] own
expense, supervisors and such other management personnel as may be necessary
for the efficient operation of the Concession activities pursuant to this Agreement.
Concessionaire shall notify the Port's Ground Transportation Office of the persons
who are authorized to act as supervisors.
C. Concessionaire's drivers shall require the Independent Contractors rendering
services at the Airport shallto conform to the dress standards specified in the
attached Operating Instructions. Authorized driversConcessionaire agrees that
Independent Contractors not adhering to the uniform dress code will not be allowed
in feeder lines or holding areas and will be asked to leave the Airport's premises
without taking a fare. Failure to comply will result in the driverIndependent
Contractor's forfeiting the right to conduct business at the Airport until authorized
driversuch Independent Contractor is in compliance with the dress code as
approved by Concessionaire and the Port.
D. Concessionaire shall obtain, maintain and comply with all permits, franchises,
licenses, certificates, insurance and authorizations necessary to operate ground
transportation for passengers and patrons of the airlines provided for in this
Agreement. The Port agrees to assist Concessionaire in obtaining such information
as may be reasonably necessary to ensure compliance with this provision.
Concession Agreement - 6
7. REVENUE TO THE PORT.
Concessionaire shall pay to the Port, for the concessionConcession rights and privileges
granted herein, the following:
A. Minimum Annual GuaranteeGuaranty. Concessionaire shall pay the Port a
minimum annual guaranteeguaranty (the "Minimum Annual Guaranty") equal to
__________________Three Million Six Hundred Seventy Thousand Seven
Hundred Seventy Eight and No/100 Dollars ($3,670,778) per year. The Minimum
Annual GuaranteeGuaranty amount shall be divided into equal monthly payments
and shall be payable in advance, on or before the first day of each and every month
during the term hereof, without notice from the Port and without setoff or
deduction. Unless the parties agree in writing on an alternative schedule for
payment of the Minimum Annual Guaranty to take account of the seasonality in the
On-Demand Taxi service, the Minimum Annual Guaranty shall be divided into
equal monthly payments.
B. Percentage Fees. Concessionaire shall also pay the Port aan annual percentage fee
(the "Percentage Fee"), to the extent the Percentage Fee is higher than the monthly
payment of the Minimum Annual GuaranteeGuaranty paid to the Port. The
Percentage Fee will be equal to ______thirteen percent (__13%) of
Concessionaire'sthe annual Gross Receipts from the Concession. On or before the
fifteenth (15th) day of each month, Concessionaire shall, not later than thirty (30)
days following the end of each quarter, submit to the Port a detailed statement
showing the extrapolated Gross Receipts generated from the Concession during the
preceding monthquarter and shall simultaneously pay to the Port theany Percentage
Fee due for that preceding monthquarter less the monthly payment of Minimum
Annual GuaranteeGuaranty already paid by the Concessionaire for that
monthquarter. The reports shall show such reasonable detail and breakdown as
may be required by the Port. In no event, however, shall the total annual
Percentage Fee be less than the total per-trip fee that Concessionaire otherwise
would pay the Port under a cost-recovery methodology. At the conclusion of each
year of this Agreement, the Port will calculate the total number of outbound trips
made by Concessionaire and multiply that number by the then-current per trip fee
otherwise charged by the Port for ground transportation services at the Airport. In
the event that the Concessionaire has not otherwise paid the amounts indicated by
this calculation, Concessionaire shall within ten (10) days following invoice by
the Port pay such additional amounts as necessary to meet this minimum
Percentage Fee amount.available to the Concessionaire from the Independent
Contractors. The quarterly payments of Percentage Fees shall be reconciled at the
end of each year and in no event shall the Percentage Fee be in excess of thirteen
percent (13%) of Concessionaire's annual Gross Receipts.
C. Gross Receipts. As used in this Agreement, the term "Gross Receipts" shall mean
and refer to the aggregate gross amount of revenue derived from the Concession,
whether cash, credit or in kind. No deduction shall be permitted for credit card
discounts or thefts, and for uncollected or uncollectible credit or charge accounts.
Concession Agreement - 7
"Gross Receipts shall also include any promotional or advertising income received
by or credited to Concessionaire on account of displays, promotions, advertising or
other activities in connection with the Concession. Any deposit not refunded shall
be included in Gross Receipts. "Gross Receipts" shall not include the following
when properly recorded and accounted for: (i) taxi drivers' tips and gratuities, (ii)
refunds allowed by Concessionaire to customers because of unacceptable or
unsatisfactory services to the extent such refund was actually granted and
adjustment actually made and (iiiii) any discounts actually granted.
The Port and Concessionaire both acknowledge that, as a result of Concessionaires'
independent contractor relationship with individual taxi cab owners and operators,
that a precise determination of Concessionaire's total Gross Receipts may be
difficult or impossible. As a result, where Concessionaire does not have, and
cannot reasonably be expected to obtain, detailed records documenting the total
Gross Receipts realized by all of the independent contractors that provide
On-Demand Taxi service under the Concession, the parties agree to utilize such
information as is reasonably available to Concessionaire to determine an average
fare for each outbound trip from the Airport. The parties shall use such information
as is available to Concessionaire including trip logs to ensure that such average fare
is representative of all outbound trips. The parties may use statistically valid
samples of the data (rather than the entire data set) in making such determination.
The extrapolated average outbound fare shall then be multiplied by the reconciled
number of outbound trips from the Airport to determine the total Gross Receipts.
D. Late Charges. Concessionaire hereby acknowledges that late payment by
Concessionaire to the Port of the Minimum Annual Guaranty or Percentage Fees,
or any other sums due hereunder will cause the Port to incur costs not otherwise
contemplated by this Agreement. Accordingly, if any sum due from
Concessionaire shallis not be received by the Port within ten (10) days after such
amount shall be due, then, without any requirement for notice to Concessionaire,
Concessionaire shall pay the Port a late charge equal to five percent (5%) of such
overdue amount. The parties agree that such late charge represents a fair and
reasonable estimate of the costs the Port will incur by reason of late payment by
Concessionaire. Acceptance of such late charge by the Port shall in no event
constitute a waiver of Concessionaire's default with respect to such overdue
amount, nor prevent the Port from exercising any of the other rights and remedies
granted hereunder. In addition to the late charges provided for in this Section,
interest shall accrue on Minimum Annual Guaranty, Percentage Fees, or any other
sums due hereunder, at the rate of eighteentwelve percent (1812%) per annum or
the maximum rate provided by law, whichever is less, from the date due until paid.
E. Independent Contractors. The Port agrees that nothing in this Agreement shall
prevent the Concessionaire from collecting, assessing or passing on any fees set
forth in this Agreement, from and to the Independent Contractors (which shall
include persons leasing a licensed On-Demand Taxi vehicle), for Concessionaire to
meet its financial obligations in this Agreement.
F. Credit for Space Rental. Concessionaire shall be entitled to a credit (the "Rent
Concession Agreement - 8
Credit") against the Minimum Annual Guaranty and Percentage Fee due to the Port
for the amount of Base Rent, including taxes (as defined in the lease agreement)
actually paid to the Port each year under that separate lease agreement between the
Port and Concessionaire for certain exclusive space located at the Dispatch Center.
Concessionaire may apply the Rent Credit against any amount of Minimum Annual
Guaranty and/or Percentage Fee owed by Concessionaire to the Port. In the event
that Concessionaire applies the Rent Credit against an amount of Minimum Annual
Guaranty, the Rent Credit shall automatically operate as a credit against the
Percentage Fee otherwise covered by payment of the Minimum Annual Guaranty.
(In other words, the Rent Credit shall be treated, under Section 7.B. of this
Agreement, as a "payment of the Minimum Annual Guaranty paid to the Port"
when determining the amount of Percentage Fee payable by Concessionaire.)
G. Surcharge Allowance. The Port will allow Concessionaire and the Independent
Contractors to pass on a portion of its fees to their passengers. The Port will allow
a maximum of One Dollar ($1.00) per outbound trip to be passed onto the
passenger and this amount must be reflected on a generated receipt. An alternative
procedure may be used with approval by the MGT.
8. RECORDS OF CONCESSIONAIRE.
A. Concessionaire covenants and agrees that it will establish and maintain current and
detailed records of all services provided under this Concession together with an
accounting system (specifically including all books of account and records
customarily used in the type of operation permitted by this Agreement) in full and
complete accordance with generally accepted accounting principles and otherwise
reasonably satisfactory to the Port for the determination of any Percentage Fees or
other computations, or both, which may be necessary or essential in carrying out
the terms of this Agreement. Concessionaire shall maintain its records relating to
the operation permitted by this Agreement for a period of at least three (3) years
after the end of each year of this Agreement (or until the close of any ongoing audit
thereof being conducted by, or on behalf of, the Port); provided, however, that the
Port may request that any such records be retained for a longer period of time, in
which case Concessionaire, at its option, may deliver such records into the custody
of the Port.
B. A representative designated by the Port shall be allowed to inspect and audit
Concessionaire's books of accounts and records with reference to the determination
of any matters relevant to this Agreement at all reasonable times. The cost of such
audit shall be borne by the Port unless the results of such audit reveal a discrepancy
of more than two percent (2%) reported in accordance with Section 7.B. above for
any twelve (12) month period. In the event of such discrepancy, the full cost of the
audit shall be borne by the Concessionaire, and Concessionaire shall promptly pay
all additional fees owing to the Port.
C. In the event that Concessionaire's books of accounts are not maintained in the
Puget Sound region, they shall be made available for audit locally within five (5)
business days of a request by the Port, or Concessionaire shall pay in full, any travel
Concession Agreement - 9
and related expenses of Port representative(s) to travel the location outside the
Puget Sound region. In addition, The Port shall have the right to conduct a
"surprise" audit not more frequently than twice every twenty four months, and, in
the event that Concessionaire's books and records are not maintained locally,
Concessionaire shall further pay in full, any travel and related expenses of the Port
representative(s) to travel the location outside the Puget Sound region for such
"surprise" audit.
9. INSPECTION.
Concessionaire shall make itscontract with and require the Independent Contractors
providing On-Demand Taxi services to make their respective vehicles available for
inspection and review by representatives of the Port, King County, City of Seattle or any
other regulatory body at any time while on Port property. On-Demand Taxis shall be
inspected for cleanliness, proper equipment, good appearance, safe operating condition
and violations of any laws, ordinances, the terms of this Agreement (including the
Operating Instructions), or Port Rules and Regulations. Concessionaire's employees shall
be reviewed shall require, as a contractual condition, that the Independent Contractors be
available to be reviewed by the Port, as requested, for cleanliness, good appearance, and
violations of any laws, ordinances, the terms of this Agreement (including the Operating
Instructions), or Port Rules and Regulations.
10. RATES AND FARES.
In the event the rates for Concessionaire's services are subject to the control of any
governmental authority, Concessionaire will charge to third parties taxi rates consistent
with the authority's regulations. If rates are not established and controlled by any
governmental authority, the rates charged shall be reasonable and fair as mutually
determined by the Port and Concessionaire. (See City Rule R-6.310.320.I)
Concession Agreement - 10
11. SECURITY.
TheWithin thirty (30) days of execution of this Agreement, the Concessionaire has already
deliveredshall deliver to the Port, as security for Concessionaire's payment of any fees or
fines and full performance of all other obligations hereunder, an amount of one quarter of
the Minimum Annual Guarantee. This sum shall be refundedirrevocable standby letter of
credit or other security in a form approved by the Port, in an amount equal to Fifty
Thousand and No/100 Dollars ($50,000.00) and prior to the Effective Date, the
Concessionaire shall deliver to the Port, as additional security for Concessionaire's
payment of any fees or fines and full performance of all other obligations hereunder,
security in a form approved by the Port, in an amount equal to Eight Hundred Sixty Seven
Thousand, Six Hundred Ninety Four and No/100 Dollars ($867,694.00) (the "Security")
(for a total amount of Nine Hundred Seventeen Thousand, Six Hundred Ninety Four and
No/100 Dollars ($917,694.00)). The Port agrees to provide five (5) days prior written
notice of its intent to draw upon the Security; provided, however, such notice shall not be
required in the event of a bankruptcy filing by Concessionaire and such notice is, or may be
deemed to be, a violation of the automatic stay by the Port. The Security shall be released
upon termination of this Agreement except to the extent any amounts are drawn upon by
the Port to satisfy any obligation of Concessionaire which is overdue at the time of
termination. If, at any other time the Port draws upon the securitySecurity to satisfy any
obligations under the Agreement, Concessionaire shall restore the security to the full
amount specified herein no later than thirty Security to an amount acceptable to the Port
within thirty (30) days following the timeafter receipt of the Port draws on said security's
written request to do so. The Port may, following Concessionaire's failure to restore the
securitySecurity deposit in the manner prescribed, suspend Concessionaire's operations or
declare Concessionaire to be in default and subject to paragraph 17 herein.Section 17
herein. If the Security is in a form that periodically requires renewal, Lessee must renew
the Security not less than 45 days before the Security is scheduled to expire.
12. INDEMNITY.
The Port, its Commissioners, officers, agents and employees (collectively, the "Port"),
shall not be liable for any injury (including death) to any persons or for damage to any
property sustained, or alleged to have been sustained, as a result of or in connection with
any present or future conditions at the Airport and/or any occurrence whatsoever related in
any way to Concessionaire's activities at the Airport. Concessionaire shall defend,
indemnify, and save the Port harmless from all liability and expense (including attorney's
fees) in connection with all claims, suits, and actions, of every name, kind and description
brought against the Port by any person or entity as a result of or on account of actual or
alleged injuries (including death), or damages to any persons (including but not limited to
all persons directly or indirectly employed by Concessionaire, its Concessionaires,
subConcessionairessub-concessionaires, or suppliers) entities and/or property received or
sustained, or alleged to have been received or sustained, in connection with or as a result of
any present or future conditions at the Airport and/or any of Concessionaire's activities,
whether or not caused by the Port's negligence, except where such injuries, death, or
damages are caused by the sole negligence of the Port. Concessionaire expressly agrees
that its duty to defend and indemnify the Port includes negligent acts that are concurrent,
contributory, or both, by the party resulting in said damage or injury. Concessionaire shall
Concession Agreement - 11
be liable to the Port for any loss, injury, or damage to the Port caused by Concessionaire or
related to its activities, and promptly reimburses the Port when requested.
13. INSURANCE.
A. Prior to commencement of this Agreement, Concessionaire shall procure and
maintain one or more lines of insurance coverage to be kept in force for the lifeterm
of this Agreement. Insurance shall be procured from insurance carriers with a
current A.M. Best's rating of no less than "A Minus VI". Concessionaire shall
submit to the Port a Certificate of Insurance which showsconfirms that it has
obtained the required coverage(s). Coverage shall not lapse or be terminated
without the Concessionaire's or Concessionaire's insurance agent or broker written
notification to the Port, no less than forty-five (45) days prior to any such lapse or
termination. Concessionaire additionally agrees to notify the Port upon any
material change of insurance coverage or reduction in limits. Concessionaire shall
submit endorsements or other supporting insurance documents, including binders
along with the Certificate of Insurance. Concessionaire shall provide evidence of
insurance annually or upon request by the Port for the duration of the Agreement.
B. Concessionaire shall procure and maintain insurance in the following minimum
form and limits. The limits shall not be construed as to relieve the Concessionaire
from liability in excess of the limits. The minimum limits indicated below do not
indicate that the Port has assessed the risks that may be applicable to the
Concessionaire under this Agreement. All deductibles or self-insurance retentions
are the responsibility of the Concessionaire. Concessionaire may meet required
insurance limits through a combination of primary and umbrella or excess
insurance. Excess and coverage insurance must include the specific components of
the underlying required coverage identified below. Any insurance the Port may
carry will apply strictly on an excess basis over any applicable insurance the
Concessionaire may carry. The Concessionaire shall provide to the Port, if
requested, a copy of any insurance policy required under this Agreement, including
a copy of the policy declarations, binder, all endorsements, and any policy
amendments.
i. Commercial General Liability insurance on ISO Form CG 00 01 10 01 (or
equivalent) for third party property damage, bodily injury, personal and
advertising injury, and medical payments in an amount which is not less
than $2,000,000 per occurrence and $2,000,000 annual aggregate. The
insurance shall cover liability arising from premises, operations,
independent Concessionaires, products completed operations, personal and
advertising injury, and liability assumed under an insured contract. The
Concessionaire's insurance shall be primary and non-contributory with
respect to any insurance the Port carries and apply separately to each
insured. The Port shall be named as an additional insured for all work
arising out of Concessionaires Workthe Concession, including "on-going"
and "completed operations" using ISO Endorsement Form CG 20 26 11 85
or an equivalent endorsement approved by the PORT. The policy shall not
contain a deductible greater than $25,000 without prior approval of the Port.
Concession Agreement - 12
ii. Automobile Liability Insurance. Automobile insurance of not less than
$1,000,000 per occurrence, combined single limit for bodily injury and
property damage using ISO Form CA 00 01 (or equivalent Concessionaire
shall require anyone performing the On-Demand Taxi services (specifically
including the Independent Contractors) to carry automobile insurance
coverage in an amount and form no less than that required by the City of
Seattle, King County, Washington or the state of Washington, whichever is
highest. Coverage shall extend to all owned, non-owned, hired, leased,
rented, or borrowed vehicles. The policy shall not contain a deductible of
greater than $25,000 without prior approval of the Port.
iii. Employers Liability Insurance (Washington Stop Gap Liability). The
Concessionaire shall provide Washington State Stop Gap employers'
liability insurance. This shall be in an amount of $ 1 million per accident
and $1 million per disease using ISO CG 04 42 11 03 or equivalent. This
coverage may be provided by endorsing the primary commercial general
liability policy.
C. Concessionaire is fully responsible for complying with the industrial insurance
laws apply to this Agreement per the Revised Code of Washington, Title 51
Industrial Insurance for Concessionaire and its employees. Concessionaire shall
submit a current employer liability certificate as issued by the Washington
Department of Labor and Industries that shows the status of Concessionaire's
worker compensation account prior to commencing any portion of the Work.
D. Other Insurance. The insurance required within this Agreement may not fully
cover the Concessionaire for any indemnity obligations the Concessionaire may
have to the Port or others. It is Concessionaire's obligation to review the scope of
this Agreement with Concessionaire's insurance agent or broker to address
coverage needs for Concessionaire. The Port reserves the right to modify and add
insurance requirements if the scope of work changes during the course of this
Agreement and/or if this Agreement is amended or extended beyond original
agreed upon termination date.
14. TAXES.
Concessionaire shall be liable for, and shall pay throughout the term of this
agreementAgreement, all license fees and all taxes payable for, on account of, or related to
its activities conducted at the Airport, City of Seattle or greater King County, whether
imposed on Concessionaire or on the Port. Concessionaire shall reimburse the Port for all
such taxes paid or payable by the Port on behalf of Concessionaire. With respect to any
such taxes payable by the Portthat the Port may have an obligation to collect and remit on
behalf of Concessionaire and which are on or measured by the fees in this Agreement,
Concessionaire shall pay to the Port with each fee payment an amount equal to the tax on,
or measured by that particular payment. All other tax amounts for which the Port is or will
be entitled to reimbursement from Concessionaire shall be payable by Concessionaire to
the Port at least fifteen (15) days prior to the due dates of the respective tax amounts
involved; provided, that Concessionaire shall be entitled to a minimum of ten (10) days'
written notice of the amounts payable by it. Absolutely nothing in this Section 14 shall,
Concession Agreement - 13
however, obligate Concessionaire to reimburse the Port for any taxes imposed upon and
payable by the Port, whether measured on the Port's gross or net income (and specifically
including any business and occupation taxes that may be payable by the Port as a result of
the operations or receipts under this Agreement).
15. DEFAULT.
Time is of the essence of this Agreement, and in the event of the failure of Concessionaire
to keep any of the covenants or agreements, the Port may elect to terminate this
Agreement; provided however, that Concessionaire shall be given thirty (30) day's notice
in writing stating the nature of the default in order to permit such default to be remedied by
Concessionaire within said thirty (30) day period. In addition to all other cancellation
rights described herein, the Port shall have the right immediately, or upon written notice to
Concessionaire, at the Port's discretion, to terminate this Agreement upon the happening of
any of the following:
A. The occurrence of any act which operates to deprive Concessionaire of the rights,
powers, and authorization necessary in connection with the furnishing of ground
transportation service at the Airport contemplated hereunder;
B. Promulgation of a court order voiding this Agreement or requiring competitive
procurement of the services herein required of Concessionaire;
C. The abandonment or discontinuance of the operation of ground transportation
services by Concessionaire for any period of time.; and
D. Failure to provide vehicles that meet Port fleet standards.
16. SIGNS.
All signs or other advertising matter at the Airport proposed by Concessionaire in
connection with Concessionaire's activities shall require the prior written approval of the
Port.
17. NONWAIVER.
The Port's acceptance of payments for any period or periods after default by
Concessionaire hereunder shall not be deemed a waiver of such default unless the Port
intends and so advises Concessionaire in writing. No waiver by the Port or any default by
Concessionaire shall be construed to be or act as a waiver of any subsequent default by
Concessionaire.
18. EXCEPTIONAL CIRCUMSTANCES.
Notwithstanding anything to the contrary contained in this Agreement, if for any reason
Concessionaire shall be delayed in, prevented from, or impeded from performing any of its
obligations under this Agreement due to causes that are unforeseeable, beyond its
reasonable control, and without its fault or negligence, including but not limited to, acts of
Concession Agreement - 14
God, Force Majeure, acts of the public enemy, fires, floods, epidemics, quarantine
restrictions, strikes, earthquake, explosion, mob violence, riot, reduction of Airport
activities arising from or related to terrorist threats or actions, airline bankruptcy or
consolidation, environmental and health factors, embargo and other similar catastrophes,
or any other condition beyond Concessionaire's reasonable control, Concessionaire shall
not be considered in breach of or in default with respect to any obligation hereunder or
progress in respect thereto.
19. 18. ATTORNEYS' FEES.
In the event either party is required to bring any action to enforce any of the provisions of
this Agreement or to defend any action brought by the other party with respect to this
Agreement, and in the further event that one party substantially prevails in such action, the
losing party shall, in addition to all other payments required, pay all of the prevailing
party's actual costs in connection with any such action, including such sums as the court or
courts may adjudge reasonable as attorney's fees in the trial court and in any appellate
courts. In the event government attorneys provide services, such attorneys' fees shall be
computed on the basis of the fees of a private attorney of comparable experience.
20. 19. ADVANCES BY PORT FOR CONCESSIONAIRE.
If Concessionaire fails to do anything required to be done by it under the terms of this
Agreement, except payment of fees, and except in cases of an emergency or any failure to
meet the service requirements set forth in Section 4, the Port shall provide Concessionaire
with fifteen (15) days prior written notice to perform the required act. Thereafter, the Port
may, at its sole option, do such act or thing on behalf of Concessionaire, and upon thirty
(30) days written notice to Concessionaire of the cost to the Port, Concessionaire shall
promptly pay the Port the amount of that cost.
21. 20. JOINT AND SEVERAL LIABILITY.
Each and every person who signs this Agreement, other than in a representative capacity,
as Concessionaire, shall be jointly and severally liable hereunder. The Port is not a partner
or joint venturer with Concessionaire.
22. 21. CAPTIONS.
The captions in this Agreement are for convenience only and do not in any way limit or
amplify the provisions of this Agreement.
23. 22. INVALIDITY OF PARTICULAR PROVISIONS.
If any term or provision of this Agreement or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement or the application of such term or provision to person or circumstances other
than those to which it is held invalid or unenforceable shall not be affected thereby and
shall continue in full force and effect.
Concession Agreement - 15
24. 23. NO ASSIGNMENT.
Concessionaire shall not assign or transfer this Agreement or any interest therein, nor shall
this Agreement or any interest there under be assignable or transferable by operation of law
or by any process or proceeding of any court, or otherwise without the advance written
consent of the Port.
25. 24. DISADVANTAGED BUSINESS ENTERPRISES.
A. It is the policy of the Port to support participation of DBEs, as defined in 49 CFR,
Part 23, in concession activities at the Airport. To the extent Concessionaire is
required to operate the Concession as a DBE, Concessionaire agrees to submit to
the Port, upon execution of this Agreement, certification from the State of
Washington that Concessionaire is a certified DBE. At all times during the term of
this Agreement, Concessionaire shall be and remain certified as a DBE in
accordance with all applicable federal, state and local laws, rules and regulations
and shall timely file any and all applications, together with all supporting
documentation, necessary to maintain such certification. In the event that
Concessionaire is certified as a DBE and that certification is necessary to satisfy the
requirements of this Section, prior to any change in ownership, control or
organization of Concessionaire, Concessionaire shall (in addition to any
requirements that may be imposed by Section 24) similarly obtain DBE
certification for Concessionaire as so changed and provide the Port with proof of
the same. If Concessionaire shall at any time cease to be so certified, the Port may,
at its sole option, terminate this Agreement on not less than ninety (90) days
advance written notice to Concessionaire.
B. It is the policy of the Port to ensure that Disadvantaged Business Enterprises
(DBEs) as defined in the Department of Transportation (DOT), 49 CFR Part 23,23
and other small businesses have an equal opportunity to receive and participate in
DOT-assisted contracts. The Port encourages Concessionaire to make every
reasonable effort to maximize the contracting opportunities for DBEs and other
small businesses in the operation of the concession at this Airport.
C. Concessionaire shall submit quarterly DBE participation reports to the Port starting
on the first day of the second month after the commencement of this Agreement.
Concessionaire shall submit such reports as may be required by the Port, for the
purpose of demonstrating compliance with 49 CFR Part 23.
26. 25. NONDISCRIMINATION.
A. Concessionaire for itself, its heirs, personal representatives, successors in interest,
and assigns, as part of the consideration hereof, does hereby covenant and agree
that in the event facilities are constructed, maintained, or otherwise operated on the
Airport for a purpose for which a DOT program or activity is extended or for
another purpose involving the provision of similar services or benefits,
Concessionaire shall maintain and operate such facilities and services in
compliance with all other requirements imposed pursuant to 49 CFR Part 21,
Concession Agreement - 16
Nondiscrimination in Federally Assisted Programs of the Department of
Transportation, and as said Regulation may be amended.
B. Concessionaire for itself, its personal representatives, successors in interest, and
assigns, as a part of the consideration hereof, does hereby covenant and agree: (a)
that 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, (b) that in the construction of any
improvements on, over, or under such land and the furnishing of services thereon,
no person on the grounds of race, color, or national origin shall be excluded from
participation in, denied benefits of, or otherwise be subjected to discrimination, (c)
that Concessionaire shall use any premises provided in compliance with all other
requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in
Federally Assisted Programs of the Department of Transportation, and as said
Regulations may be amended.
C. Concessionaire assures that it will comply with pertinent statutes, Executive Orders
and such rules as are promulgated to assure that no person shall, on the grounds of
race, creed, color, national origin, sex, age, or handicap be excluded from
participating in any activity conducted with or benefiting from Federal assistance.
This Provision obligates Concessionaire or its transferee for the period during
which Federal assistance is extended to the airport program, except where Federal
assistance is to provide, or is in the form of personal property or real property or
interest therein or structures or improvements thereon. In these cases, the Provision
obligates Concessionaire or any transferee for the longer of the following periods:
(a) the period during which the property is used by the Port or any transferee for a
purpose for which Federal assistance is extended, or for another purpose involving
the provision of similar services or benefits; or (b) the period during which the Port
or any transferee retains ownership or possession of the property. In the case of
contractors, this Provision binds the contractors from the bid solicitation period
through the completion of the contract.
D. In addition, Concessionaire agrees that, whether or not this Agreement is conducted
with, or benefits from, Federal assistance, it shall in all matters pertaining to the
performance of this Agreement conduct its business in a manner which assures fair,
equal and nondiscriminatory treatment of all persons without respect to race, sex,
age, color, creed, sexual preference, marital status, national origin, or the presence
of any sensory, mental or physical handicap.
E. Concessionaire will maintain open hiring and employment practices and will
welcome applications for employment in all positions from all qualified
individuals.
F. It is the policy of the Department of Transportation that disadvantaged business
enterprises as defined in the Airport and Airway Improvement Act, as amended,
and as implemented by Federal regulations shall have the maximum opportunity to
participate in the performance of services as defined in 49 CFR 23.5.
Consequently, this Agreement is subject to 49 CFR Part 23 as applicable.
Concession Agreement - 17
G. Concessionaire will, at the timely request of the Port, provide any information
needed in preparation of necessary reports, forms, documents, and other data
relative to equal employment.
H. Concessionaire hereby assures that it will include the above clauses in any
subcontract(s) approved by the Port and cause subcontractor(s) to similarly include
clauses in further subcontracts.
I. It is agreed that Concessionaire's noncompliance with the provisions of this clause
shall constitute a material breach of this Agreement. In the event of noncompliance
with this section, the Port may take appropriate action to enforce compliance, may
terminate this Agreement, or may pursue such other remedies as may be available.
27. 26. NON-DISCRIMINATION - EMPLOYMENT.
A. Concessionaire covenants and agrees that in all matters pertaining to the
performance of this Agreement, Concessionaire shall at all times conduct its
business in a manner which assures fair, equal and nondiscriminatory treatment of
all persons without respect to race, sex, age, color, creed, sexual preference,
physical disability, or national origin and, in particular:
B. Concessionaire will maintain open hiring and employment practices and will
welcome applications for employment in all positions from qualified individuals
who are members of racial or other minorities, and
C. Concessionaire will comply strictly with all requirements of applicable federal,
state and local laws or regulations issued relating to the establishment of
nondiscriminatory requirements in hiring and employment practices and assuring
the services of all patrons or customers without discrimination as to any person's
race, sex, age, color, creed, physical disability, or national origin.
D. Taxi Cab VehicleTo the extent required by applicable law, the taxi cab vehicle
lease procedures, as they that may apply to the owner and driver relationship, shall
be strictly adhered to per the City of Seattle Rules. (See City Rule R- 6.310.315).
28. 27. NOTICES AND PAYMENTS.
All notices and payments hereunder may be delivered or mailed. If mailed, they shall be
sent to the following respective addresses:
To Port:
Manager, Ground Transportation
Port of Seattle
Sea-Tac International Airport
P. O. Box 68727
Seattle, WA 98168-0727
Concession Agreement - 18
To Concessionaire:
_____________
_____________
_____________
Frank Dowgwilla, General Manager
Puget Sound Dispatch, L.L.C.
74 S Hudson Street
Seattle, WA 98134-2421
or to such other respective addresses as either party hereto may from time to time designate
in writing. Notices and payments sent by first class, certified or registered mail shall be
deemed to have been given when actually received, or three days after proper mailing,
whichever occurs first. The postmark affixed by the United States Postal Service shall be
conclusive evidence of the date of mailing.
29. 28. PORT'S RIGHT TO REPAIR SEA-TACAIRPORT FACILITIES.
A. Any portion of this Agreement to the contrary notwithstanding, the Port shall have
the absolute right to make any repairs, alterations and additions to the Airport
terminal buildings or any other the Airport facilities, free from any and all liability
to Concessionaire herein, for loss of business or damage of any nature whatsoever
sustained by Concessionaire during the making of such repairs, alterations and
additions. The Port will directly bill the Concessionaire for any repairs that are due
to the negligence of the Concessionaire.
B. Port shall provide janitorial services for any facility at the Airport designated by the
Port for use by Concessionaire. Such service shall be provided at least one time in
each twenty-four hour period. Concessionaire shall be responsible for keeping the
facilities clean at all other times.
30. 29. RIGHT TO DEVELOP AIRPORT.
The Port reserves the right to further develop or improve the Airport and all landing areas,
taxiways, terminal areas, and Landside areas and facilities. Lots and feeder line locations,
and any other part of the Ground Transportation operations at the Airport may be altered or
relocated at the discretion of the Port. BOTH THE PORT AND CONCESSIONAIRES
ACKNOWLEDGE THAT DURING THE TERM OF THIS AGREEMENT THERE
WILL BE SIGNIFICANT CONSTRUCTION ACTIVITY AT THE AIRPORT, WHICH
MAY REQUIRE ALTERATION OR RELOCATION OF FACILITIES AFFECTING
CONCESSIONAIRE.
31. 30. GOVERNING LAW.
The laws of the State of WashingonWashington and, as they relate to the operation of
taxicabs, the laws of the City of Seattle and King County shall govern this
agreementAgreement. Venue for any Actionaction between the Port and the
Concessionaire arising out of or in connection with this Agreement shall be in King
County, Washington.
Concession Agreement - 19
32. 31. CONTINUATION OF SERVICE.
A. If the Concessionaire shall, with the written request or consent of the MGT,
continue to render services after the expiration or sooner termination of the term of
this concessionConcession, the resulting concessionConcession shall, unless
otherwise mutually agreed, be for an indefinite period of time on a month-to-month
basis. During such month-to-month concessionConcession, the Concessionaire
shall be bound by all of the existing provisions of this Agreement insofar as they
may be pertinent, subject to any conditions imposed by the terms of the Port's
written request or consent. If the Concessionaire does not continue services after
the expiration of the term of this Agreement, Concessionaire shall promptly
remove all personal property installed by it from the Airport. If the parties do not
execute a new agreement prior to the expiration of this Agreement, this Agreement
shall remain in full force and effect on a month-to-month basis.
B. In the event of the termination of this Agreement and/or the failure of the Port to
enter into a renewal or extension of this Agreement with Concessionaire upon the
expiration of its term, Concessionaire agrees not to interfere with, and to use its best
efforts to cooperate in, the smooth transition and transfer of the performance of
such On-demand taxiDemand Taxi services to any new or replacement
concessionaire or operator. Concessionaire agrees to provide its existing level of
On-Demand Taxi service until any new company is in place, so that no break in
On-Demand Taxi service occurs.
33. 32. ENTIRE AGREEMENT--AMENDMENT.
This constitutes the entire agreement between the Port and Concessionaire, superseding all
prior negotiations and documents. There are no terms, obligations, covenants or conditions
other than those contained in this Agreement and attachments and such rights as may arise
from the attached exhibits. No modifications or amendments of either this Agreement or
attached exhibits will be binding unless evidenced by a document subsequent to the date of
this Agreement signed by authorized representatives of every party to the particular
instrument. The attached Operating Instructions may be amended at the Port's option upon
ten (10) day's written notice to Concessionaire, or as otherwise provided therein.
34. COUNTERPARTS; FACSIMILE TRANSMISSION.
This Agreement may be executed in one or more counterparts, each of which will be an
original, but all of which together will be deemed one and the same original. Facsimile
transmission of any signed original document, and retransmission of any signed facsimile
transmission, shall be the same as delivery of an original. At the request of any party, all
parties hereto will confirm facsimile transmitted signatures by signing and/or transmitting
an original document.
[Signatures appear on the following page]
Concession Agreement - 20
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
day and year first above written.
PORT OF SEATTLE PUGET SOUND DISPATCH, L.L.C.
A Municipal Corporation
By: __________________________________ By: ________________________________
Printed Name: _________________________ Printed Name: _______________________
Manager, Ground Transportation ___________________________________
(check on signature authority!)
Concession Agreement - 21
STATE OF WASHINGTON)
) ss.
COUNTY OF KING )
ON THIS ____________day of __________________________, 2009, before me personally appeared
_________________________________________________, to me known to be the
____________________________________________________________, of the PORT OF SEATTLE,
a municipal corporation, the corporation that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that (he/she was) (they were) authorized to execute said
instrument.
WITNESS my hand and official seal hereto the day and year in this certificate first above written.
Notary Public in and for the State of Washington, residing at _______________________________. My
Commission expires: _________________.
STATE OF WASHINGTON)
) ss.
COUNTY OF KING )
ON THIS day of , 2009, before me personally appeared
_________________________________________________, to me known to be the
__________________________ President and the ______________________ Secretary, respectively, of
_________________________________, the corporation that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation,
for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first
above written.
Notary Public in and for the State of Washington, residing at _______________________________. My
Commission expires: _________________.
Title: ________________________________ Title: ______________________________
Concession Agreement - 22
EXHIBIT A
Deadheading Reduction Plan
Concessionaire's performance relative to these goals shall be measured on an annual not a monthly basis.
Concession Agreement - 23
ON-DEMAND OPERATING INSTRUCTIONS
BETWEEN PORT OF SEATTLE
AND
PUGET SOUND DISPATCH, L.L.C.
The Port of Seattle and Puget Sound Dispatch, L.L.C. have entered into a Concession Agreement dated
August ______, 2010 (the "Agreement"). The terms and conditions of the Agreement are incorporated
herein by this reference. Terms not otherwise defined in this Operating Instructions shall have the
meanings attributed to such terms in the Agreement, as amended from time to time.
The following Operating Instructions apply to ______________________Puget Sound Dispatch,
L.L.C. ("Concessionaire(s)") and its employees, subcontractors and Independent Contractors when
operating at Seattle-Tacoma International Airport ("the Airport"), which is owned and operated by the
Port of Seattle (the "Port"). The Port Representative shall be the Manager of Ground Transportation
(MGT) or designee. For purposes of these Operating Instructions, Concessionaire(s) shall also include
any employees, supervisors, managers, taxi owners and drivers.
Concessionaire(s) is granted a vehicle permitpermits allowing Concessionaire(s)'s Independent
Contractors to operate vehicles to pick-up and deliver passengers at the Airport in accordance with these
Operating Instructions, applicable Port tariffs, Port Rules and Regulations, and Port Procedures and
Directives pertaining to operation of vehicles; City of Seattle, King County or other applicable
regulatory agency statutes, ordinances, and regulations and any or all amendments to the foregoing.
Current applicable Port Rules and Regulations, Port Procedures and Directives, and Port Tariffs may be
obtained by Concessionaire(s) from the Port's Ground Transportation Office located at the Airport.
The following Operating Instructions apply to Concessionaire(s) and the Independent Contractors when
operating at the Airport. As used in these Operating Instructions, the term "Driver" shall mean any
On-Demand taxi driver who is the owner or leasor of the Concessionaire and has a fully-licensed
taxiowner, operator, lessee or driver operating a Taxi under the Concession. "Taxi" shall mean any
fully-licensed On-Demand Taxitaxicab vehicle that is associated and authorized withby the
Concessionaire(s) to provide On-Demand Taxi service at the Airport pursuant to the Agreement.
1. AREAS OF OPERATION.
See Exhibits A and B.
2. PERMITS AND LEASE.
A. On-Demand Taxi service is defined as transportation service in a taxi cab that is
available and waiting at the Airport to be called to specific Port designated areas at the
Airport by passengers as they depart from the terminal.
B. The On-Demand Taxi permit ("Permit") allows driverDriver access to and from the
Airport to provide taxi passenger pick-up on an on-demand basis at the Airport. The
permitsPermits are solely associated with the privilege to operate at Seattle-Tacoma
Internationalthe Airport and shall not be transferred outside of the operation upon
termination of the agreement.
Concession Agreement - 24
C. A minimum of two hundred and ten (210) taxi permits will be issued. Permits must be
displayed while operating at the Airport. Permits are valid for one year and must be
renewed each year. OwnerA Driver shall sign a Permit Receipt (Exhibit C) and agrees to
surrender the permitPermit upon breach of the operating instructions, expiration of such
permitPermit or at the termination of this agreement. The Port may issue such other and
further permits as set forth in Section 4.B. of the Agreement.
D. The permit shallis not be transferable to any other vehicle.
E. A Driver of a Taxi may request that MGT transfer a permitPermit to a replacement
vehicle or onto a replacement windshield.
F. The original permitPermit must be returned to Ground Transportation Office before
another permitPermit will be issued. The Ground Transportation Office must be notified
of any vehicle replacements within five (5) business days of the change.
G. Driver shall sign a permit receipt for each permitPermit issued during the term of the
operating agreementAgreement. Each such permitPermit must be surrendered by
driverDriver on demand ofby MGT. Please see Exhibit C for a copy of the permit
receipt.
H. A charge of $10.00 a day will be assessed for temporary permits. Temporary permits are
available for substitute vehicles and can be obtained in the Ground Transportation
Office. Said permitsPermits shall be effective for a term as indicated by MGT. The
temporary permit is to be returned to MGT before the original permit-assigned vehicle
shall be returned to operation at the Airport. A charge of thirty dollars ($30) will be
assessed for a temporary permit that is not returned upon its expiration.
I. Upon written request by MGT, Concessionaire(s) shall provide to MGT a current written
list of the names and numbers of each Driver authorized to operate the taxiTaxi(s), in the
form attached hereto as Exhibit D. Each Driver shall comply with and be bound by these
Operating Instructions.
J. TheConcessionaire shall provide not less than one hundred seventy (170) vehicles to the
operation of the Concession. After March 1, 2011, the total number of vehicles shall not
go below two hundred and ten (210). Concessionaire(s) may deactivate any of its
vehiclesthe Taxis by giving MGT written notice of intent to deactivate. An on-demand
taxiOn-Demand Taxi may not remain deactivated for more than sixty (60) calendar days
without prior written consent of MGT.
K. Owners, it's Taxis and authorized driversDrivers shall at all times comply with and be
bound by all applicable federal, state and local laws, ordinances (including but not
limited to King County ordinances) and regulations (including but not limited to Port of
Seattle Schedules of Rules and Regulations and Tariffs) and any amendments foregoing.
Concession Agreement - 25
3. PROCEDURES FOR PICKING UP PASSENGERS.
A. The Concessionaire(s) activities at the Airport, including but not limited to,
loading/unloading passengers and baggage, will be conducted within designated areas
only.
B. Ground Transportation Plaza, 3rd Floor- Parking Garage & 160th Street Taxi Holding
Lot
i) On-demand taxiDemand Taxi staging is available in the 3rd Floor Staging Area at
the north end of the floor. ConcessionaireIndependent Contractor's vehicles, when
at the Airport, shall only wait within the designated holding areas approved by
MGT.
ii) MGT has established two On-Demand taxiTaxi pick-up areas and two
holding/staging areas. The two pick-up areas are provided in the north and south
ends of the 3rd floor of the parking garage. Both areas are curbside. The
holding/feeder areas are located at the north end of the 3rd floor of the parking
garage and off-site at 160th Street.
iii) The On-Demand Taxi services must be covered 24 hours a day.
C. Arrivals/Departure Drives
i) Taxi operations will be on the 3rd floor of the parking garage, however, at times in
which a special accommodation is required for a passenger a taxiTaxi may, with
the approval of the Ground Transportation office, pick up on the
arrivals/departures level.
ii) Passengers shall not have the right to select any taxiTaxi available.
D. MGT will designate and identify feeder lines, holding lot areas, load/unload areas/zones
and reserves the right to change, designate, locate or abolish these areas at any time.
4. UNATTENDED TAXIS.
C. A. While stationed in the feeder line, driversDrivers must notify the Ground Transportation
Office if he/she becomes necessary to leave his/her post.
D. B. On-Demand Taxis left unattended for more than ten (10) minutes may be moved to a
holding lot at Concessionaire'Driver's expense.
E. C. Drivers are not to loiter or solicit inside the terminal baggage claim areas or around the
Ground Transportation Office.
5. USE OF AIRPORT PREMISES.
Concession Agreement - 26
A. Concessionaire(s), and Authorized Drivers of Taxis may use the remote holding lot,
feeder lines, taxi areas and airport drives only at the times and for the purposes set forth
in this agreement.
B. No personal or other business (other than in connection with this Agreementagreement
and/or these Operating Instructions) shall be conducted in these areas. No persons other
than Concessionaire(s) or its Drivers shall be permitted in the above mentioned areas
except as provided in this Agreementagreement and/or these Operating Instructions.
C. Parking for business related activities of the Concessionaire(s) will be conducted at onan
off-site lot. EmployeesIndependent Contractors and employees working in the remote
lot will be monitored by Concessionaire(s).
D. Vehicles shall not restrict, block, or impede the movement of any vehicular or pedestrian
traffic at the Airport.
E. Overflow holding will be coordinated with MGT. Designated loading areas/zones,
holding areas and feeder line are to be used for On-Demand Taxi activity only.
F. Sharing of a taxiTaxi by passengers not traveling to the same destination is not allowed,
unless the airportAirport is operating under an elevated operational or security level.
Serious weather situations may be applicable.
G. Taxis shall not wait or park at the curbside on the drives unless the driverDriver is
actively loading/unloading passengers.
H. Other than taxi driversDrivers engaged in loading/unloading of passengers and a taxi
coordinator position, the Independent Contractors and Concessionaire's employees shall
not be on the Airport's drives unless authorized by MGT.
I. Drivers shall not be able to transport passengers who have solicited or requested their
service while they are loading other passengers.
J. Drivers shall not solicit or engage in any activities at the Airport intended to persuade
members of the public to utilize Concessionaire(s) vehicles and/or services except as
specifically approved by MGT. Drivers shall not wave down passengers or loiter in
walkways. Drivers shall remain in close proximity to their vehicles and stand in a
professional and orderly manner.
6. EQUIPMENT OF CONCESSIONAIRE(S) AND INSPECTION.
A. "Taxi" means a category of for hire vehicle approved to operate within an association.
A. B. It is the Port's intent that the fleet of taxisTaxis operating at Sea-Tacthe Airport be
industry leaders. All vehicles operated or offered for public service at the Airport
pursuant to this Agreement shall be in good operating order, free from mechanical
defects, and in clean, neat, safe, washed and waxed regularly, and attractive condition
both inside and outside. Such vehicles will have proper seating luggage capacity and
other amenities necessary for passenger comfort and convenience. Any minor repairs
Concession Agreement - 27
must be fixed within the time frame displayed in Exhibit F. (See City Rule
R-6.310.320.G)
B. C. Vehicles under this Concession AgreementIndependent Contractors shall be
mademake their vehicles available for inspection and review by MGT or King
County/City of Seattle Inspector at any time while on Port property. Vehicles shall be
inspected for cleanliness, proper equipment, good appearance, safe operating condition,
urethane paint, and violations of any laws, ordinances or Port Rules and Regulations or
City of Seattle Vehicle Rules (See City Rule R-6.310.320.G)
C. D. Concessionaire(s) shall act to ensure that its membersthe Independent Contractors
operate a fleet of vehicles that minimize air emissions and institute operational practices
that help protect impacts to the natural environment. Concessionaire(s) shall also
institute practices that promote the efficient movement of people to and from Sea-Tacthe
Airport.
(i) By March 1, 2011, Concessionaire shall ensure that at least fifty percent (50%) of
the Independent Contractors vehicle fleet it uses for On-Demand Taxi service
utilizes alternative fuels, as defined by the U.S. Energy Policy Act, or is
designated by the United States Environmental Protection Agency as having a
highway rating of 45 mpg or greater. Evidence of minimum mpg or alternative
fuel status will be submitted electronically to the MGT every November 1st.
Concessionaire will provide vehicle registrations or other documentation as
approved by the MGT as verification of compliance. The Department of Energy
considers the following vehicle fuels as alternatives to petroleum: Biodiesel,
Electricity, Ethanol, Hydrogen, Methanol, Natural Gas, and Propane. For more
information about alternative vehicle fuels, consult
http://www.afdc.energy.gov/afdc/fuels/index.html.
ii) i) By SeptemberMarch 1, 2010,2012, Concessionaire(s) shall ensure that at least
fifty shall ensure that one hundred percent (50100%) of itsthe Independent
Contractors vehicle fleet it uses for On-Demand Taxi service utilizes alternative
fuels, as defined by the U.S. Energy Policy Act, or is designated by the United
States Environmental Protection Agency as having an highway rating of 45 mpg
or greater. Evidence of minimum mpg, or alternative fuel status will be submitted
electronically to theMGTthe MGT every SeptemberNovember 1st.
Concessionaire(s) will provide vehicle registrations or other documentation as
approved by the MGT as verification of compliance. The Department of Energy
considers the following vehicle fuels as alternatives to petroleum: Biodiesel,
Electricity, Ethanol, Hydrogen, Methanol, Natural Gas, and Propane. For more
information about alternative vehicle fuels, consult
http://www.afdc.energy.gov/afdc/fuels/index.html
ii) By September 1, 2011, Concessionaire(s) shall ensure that one hundred percent (100%) of its
vehicle fleet utilizes alternative fuels, as defined by the U.S. Energy Policy Act, or is designated
by the United States Environmental Protection Agency as having an highway rating of 45 mpg
or greater. Evidence of minimum mpg, or alternative fuel status will be submitted electronically
to the MGT every September 1st. Concessionaire(s) will provide vehicle registrations or other
documentation as approved by the MGT as verification of compliance.
Concession Agreement - 28
iii) Notwithstanding subsections (i) and (ii) above, the Port acknowledges that
wheelchair accessible vehicles meeting the requirements of subsections (i) and (ii)
are not currently generally available at a commercially reasonable price. In
addition, as a result of recent revisions in the City of Seattle taxi regulations, the
Independent Contractors providing wheelchair accessible taxi service recently
procured new vehicles consistent with City regulations. Therefore, the
requirements set forth in subsection (i) and (ii) shall not be applicable to
wheelchair accessible taxi vehicles until such time as the parties agree that they
are generally available and conversion is appropriate.
iv) iii) By SeptemberNovember 1, 2010, Concessionaire(s) shall develop, implement,
and submit to the MGT a fleet-wide anti-idling policy. The Concessionaire(s)
anti-idling policy shall include the requirement that vehicle engines shall be
turned off when vehicles are not occupied. The Airport encourages the
Concessionaire(s) to evaluate opportunities to procure and install anti-idling
equipment.
v) iv) The Airport encourages Concessionaire('s) participation in the Evergreen
Fleet Initiative (www.evergreenfleets.org). Evergreen Fleets is a collaborative
effort between local fleet managers, the Puget Sound Clean Air Agency and the
Puget Sound Clean Cities Coalition to help develop innovative fleet standards for
the betterment of our environment.
vi) v) Concessionaire(s) shall coordinate a semi-annual meeting with Airport
environmental staff to discuss achievements and obstacles pertaining to
improving the efficient and effective movement of people to and from Sea-Tacthe
Airport via taxi service. In conjunction with the semi-annual meetings,
Concessionaire(s) will provide information regarding non-revenue mileage and
its course of action to reduce non-revenue vehicle trips.
vii) vi) By March 1st of each year of this contract, Concessionaire(s) shall
electronically submit to the MGT information regarding shall reasonably
cooperate with the Port with any efforts to calculate greenhouse gas emissions
associated with taxi operations fromunder the previous calendar year. Data shall
include, at a minimum, carbon dioxide (CO2) emissions from vehicle fuel
consumption and energy used for office and taxi business. Data can be provided
in tons of CO2 emitted, or raw fuel and energy use. Concession.
viii) vii) In the event that Concessionaire(s) fails to comply with the requirements set
forth in this ParagraphSection, the Port specifically reserves the right to issue a
notice of default under, and terminate, this Agreement.
D. E. Vehicles shall be at least a four door full-size and shall not be older than six years,
commencing on the date of this agreement, with the following exceptions:
Concession Agreement - 29
(i) Concessionaire(s) agrees that at all times during the term of this Concession
Agreement, no vehicle shall be of a model more than six year prior to the current
calendar year. For example, 2004 model year vehicles will be permitted in 2010,
but not 2011.
(ii) To encourage Concessionaire(s)' members to provide larger vehicles for special
needs patrons of the airport, the Port shall allow taxis that are vans or minivans
with appropriate features to support wheelchairs to operate for an additional one
year period, but shall not exceed seven years of age.
(iii) Concessionaire(s)comply with City of Seattle rules regarding the size and age of
the vehicle and Concessionaire will provide a total of three (3) ADA accessible
vans or minivans for every 70 vehicles within the fleet.
E. F. Drivers shall comply promptly with instructions regarding vehicle use from MGT.
F. G. Drivers shall be reviewed for cleanliness, good appearance, and violations of King
County, City of Seattle laws, ordinances or Port Rules and Regulations.
G. H. Digital Security Cameras must be installed in all taxisTaxis per City of Seattle rules.
(See City Rule R-6.310.320.S)
H. I. Silent alarms must be installed and monitored for each taxiTaxi per City of Seattle
rules (See City Rule R-6.310.320.T)
I. J. An On-Demand Taxi may be pulled out of line to be washed while in the remote
holding lot and returned to its original place in line as long as the On-Demand Taxi
immediately preceding it when it was taken out of line to be washed has not been
dispatched, in which case, the On-Demand Taxi being washed must go to the end of the
line in the remote holding lot.
J. K. No On-Demand Taxi shall display bumper stickers or unnecessary markings except
as allowed by City of Seattle rules. Concessionaire(s) logo and phone number is
permitted and must have "Airport Taxi" markings with MGT approval.
K. L. All taxisTaxis shall be repaired within the times described on attached Exhibit F.
L. M. Minor vehicle body damage or appearance defects shall be repaired within a time
frame set by MGT to repair such damage.
M. N. There will be no repairs made to taxisTaxis on PortAirport property.
N. O. Vehicle mileage should not exceed 100,000 miles unless the vehicle satisfactorily
passes a vehicle condition safety inspection at 100,000 miles and then every additional
25,000 miles's shall be inspected in accordance with City of Seattle rules. The safety
inspection must be performed by a King County/City of Seattle approved certified
manufacturer's auto mechanic at a specified location, and a garage that has an
Automotive Certificate of Excellence covering the items more fully described in Exhibit
Concession Agreement - 30
E. Drivers will adhere to any safety inspection calendar required by King County/ or
City of Seattle Inspectors.
O. P. Concessionaire(s) vehiclesTaxis shall have the necessary equipment (such as winter
tires or chains) to operate safely in snow and inclement weather conditions.
P. Q. Concessionaire(s) shall furnish, at theirits expense, identification badges for all its
drivers and ownersDrivers to display on the exterior of thetheir uniform, above the waist.
The badges shall include a photo of the driver/ownerDriver, full name and taxiTaxi
vehicle number.
7. CONDUCT OF DRIVER.
A. Only Drivers registered and on file in the Ground Transportation Office may transport
passengers at the Airport (see Exhibit D). Drivers must be successful recipients of the
King County/ or City of Seattle For Hire Licensing Program. Please see City Rules:
For-hire Driver Licensing and Requirements
6.310.400. For-hire driver's license application.
6.310.405. Criminal background check.
6.310.410. For-hire driver physician's certification.
6.310.415. For-hire driver training program.
6.310.420. For-hire driver written and oral examination.
6.310.425. For-hire driver temporary permit.
6.310.430. For-hire driver Standards for license denial.
6.310.440. For-hire driver license expiration and renewal.
6.310.450. For-hire driver operating standards.
6.310.455. For-hire driver conduct standards.
6.310.460. For-hire driver taxicab meter/rates standards.
6.310.465. For-hire driver Passenger relations standards.
6.310.470. For-hire driver soliciting and cruising standards.
6.310.475. For-hire driver taxi zone standards.
6.310.480. For-hire driver Wearing costume.
B. Drivers shall, at all times when on duty, be in proper uniform, be neatly and cleanly
dressed, conduct themselves in an exemplary manner, be courteous and polite to the
public and all Airport employees, and not engage in any questionable, obnoxious or
offensive conduct. In addition to providing exemplary service to the traveling public,
drivers shall also treat other airport employees and ground transportation operators with
the same courteous and polite behavior.
C. DriverDrivers shall discharge itstheir duties in an efficient manner in order to maintain a
high standard of service to the public. Driver's performance will be judged by MGT.
D. MGT may, in addition to any other remedies described in the Agreement, request require
that particular Drivers be removed from activities at the Airport if said Drivers are
involved in more than three (3) violations during their tenure at the airport.Airport.
Concession Agreement - 31
Should gross misconduct occur, MGT may require removal without 3 previous
violations.
E. Drivers are not to drive the taxi Taxi for longer than ten (10) hours in any twenty-four
(24) hour period.
8. ENFORCEMENT PROCEDURES.
A. Violations may result in a monetary fine against driverthe Driver and/or a suspension of
the vehicle or its driverDriver (see Exhibit G).
B. PortAirport personnel who observe a violation or investigate a reported violation shall
issue violations of operating instructions.
C. MGT may impose a fine or a temporary suspension of a driverDriver and/or vehicle. The
company will remain liable for all violations incurred by its drivers and vehicles.
D. The schedule of monetary fines shall be published in the Port's tariff, and driversDrivers
shall comply with such schedule. Until such tariff is published, a one hundred dollar and
fifty ($150.00) monetary fine for each violation shall be in force. If a fine is not paid
within ten (10) business days, the vehicle permit or all company permits will be revoked.
E. If MGT chooses to suspend a driverDriver of a vehicle, such suspensions will be carried
out pursuant to the following procedures:
Two violation notices 1 day suspension
Three violation notices 2 - 7 day suspension
Four violation notices 8 - 90 days suspension
Five violation notices 91 - 365 days suspension
Violation compilations for purposes of suspensions shall be for a rolling 12-month
period starting at the agreement commencement date.
F. A Driver has the right to appeal any fine assessed by MGT or any suspension of two days
or longer.
G. Following mailing of the notice and fine or suspension by MGT to driver, drivera Driver,
the Driver shall have ten (10) business days to deliver to MGT a notice of appeal of the
fine or suspension.
H. A hearing will be held before a panel comprising of MGT, or designee, and other Port
Management staff, or their respective designees. The driverDriver will be allowed to
present evidence or testimony to counter the facts upon which the fine(s) or suspension
is based. Following the hearing, the panel will issue a written notice.
I. If the panel decides to uphold the fine, driverthe Driver shall pay the fine within four (4)
business days following mailing of the panel's decision, or begin the suspension pursuant
to the direction of MGT.
Concession Agreement - 32
J. This provision is not intended to limit or bar any other remedies available to MGT under
this agreementthe Agreement or these Operating Instructions.
K. If driverthe Driver does not appeal within the ten (10) business day period, the
driverDriver shall pay the fine within the following four (4) business day period or begin
the suspension pursuant to the direction of MGT.
L. Failure to pay or comply within the time periods prescribed above shall constitute an
additional violation and be subject to the provisions herein.
M. Failure to correct mechanical defects within prescribed time frame will result in
monetary fines of $100.00 per day, until the repairs are completed and verified by MGT.
MGT may order that the on-demand taxiTaxi and/or driverDriver leave the Airport
immediately. In order for the on-demand taxiTaxi to return to the Airport, the condition
must be corrected and the vehicle is re-inspected and approved by MGT or King County/
or City of Seattle Inspector.
N. If, upon inspection, it is determined that the condition of any on-demand taxiTaxi or
driverDriver needs correction, the Concessionaire(s) or driverDriver may be issued a
written notice, specifying the conditions to be remedied, and the time within which they
must be remedied.
9. GROUND TRANSPORTATION OFFICE.
A. A Driver shall not utilize any Ground Transportation Office personnel for any purposes
involving driverDriver's business other than dispensing general information to the public
on thisthe On-Demand Taxi service.
B. No Concessionaire(s) or authorized driverDriver is allowed at the Ground
Transportation Offices at any time except to conduct ground transportation business.
Concessionaire(s) and authorized driversDrivers shall not loiter around the Ground
Transportation Offices.
10. NO SOLICITATION.
The Concessionaire(s) shall not solicit or engage in any activities at the Airport intended to
persuade members of the public to utilize Concessionaire(s) vehicles and/or services except as
specifically approved by MGT.
11. AMENDMENT.
The terms and conditions of these Operating Instructions may be amended by MGT upon thirty
(30) day's prior written notice to the Concessionaire(s). Emergency instructions may be issued
by MGT in writing and shall take effect immediately.
Concession Agreement - 33
Concession Agreement - 34
EXHIBIT A
MAP OF OPERATING AREA
[l Iaxi Staging
Iaxi loaning lone
SEA-TM} MRPDRT PARKING GARAGE
380 FLOOR
EXHIBIT B
SERVICE AREAS
Aberdeen Enumclaw Madigan Pullman Tulalip
Algona Everett (Downtown) Madison Park Purdy Tumwater
Anacortes Everett (North) Madrona Puyallup Twin Lakes
Arboretum U.W. Everett (South) Magnolia Puy. South Hill U. District
Arlington Evergreen St. Coll. Maple Valley Queen Anne Univ. Place (Tac)
Auburn Fairwood Maplewood Ravenna U.P.S.
Aurora Village Fall City Marysville Redmond (Downtown) Vanc. BC Airport
Vanc. BC
Ballard Fauntleroy Ferry McChord Redmond (North) (Downtown)
Bainbridge Federal Way Medina Redmond (South) Vancouver, WA
Bangor Ferndale Mercer Island Renton View Ridge
Belfair Fife Microsoft Campus Richmond Highland Walla Walla
Bellevue Fircrest Mill Creek Richmond Beach Wallingford
Bellevue (Downtown) Fort Lewis Milton Sahalee Wenatchee
Bell. Cross Road Fox Island Monroe Salish Lodge West Seattle
Bell. Eastgate Fremont Montlake Saltwater Park Windermere
Bellingham Gig Harbor Mountlake Terrace Sandpoint Woodinville
Bitter Lake Gorst Mt. Rainier Sammamish Woodland Park
Black Diamond Graham Mt. Vernon Sammamish Pl. Yakima
Blaine Green Lake Muckelshoot Casino Seattle (Downtown) Yelm
Blue Ridge Greenwood Mukilteo Seattle (North)
Bonney Lake Hoquiam Naval Air Station Seattle Pac. Univ.
Bothell Index New Castle Seattle Univ.
Brier Inglewood Newport Hills Sequim
Bridal Trails Issaquah North Beach Seward Park
Bremerton Issaquah (Downtown) North Bend Shelton
Brown's Pt. Tac. Issaquah Plateau Northgate Shilshole Bay
Buckley Juanita Oak Harbor Shoreline
Burlington Kenmore Olympia Silverdale
Capital Hill Kent Orting Snohomish
Carnation Kirkland P.L.U. Snoqualmie City
Centralia Klahanie Pug. Snd. Nav. Stn. Snoqualmie Pass
Chehalis Lacey Pacific South Bend
Clyde Hill Lake Chelan Paine Field Spanaway
Coal Creek Lake City Parkland Space Needle
Cougar Mountain Lake Forest Park Pasco Spokane
Covington Lake Stevens Point Defiance Zoo Stanwood
Crystal Mountain Lake Tapps Port Angeles Steilacoom
Dash Point Lake Union Port Ludlow Somerset
Discovery Bay Lake View Port Orchard Summet (4 Cnrs)
Dupont Lakewood Port Townsend Sumner
Duvall Laurelhurst Portage Bay Tacoma (Downtown)
Edmonds Leschi Portland Tacoma
Edmonds (North) Longview Poulsbo Tiger Mountain
Emerald Downs Lynnwood Preston Totem Lake
EXHIBIT B
SERVICE AREAS
Aberdeen Enumclaw Madigan Pullman Tulalip
Everett
Algona (Downtown) Madison Park Purdy Tumwater
Anacortes Everett (North) Madrona Puyallup Twin Lakes
Arboretum U.W. Everett (South) Magnolia Puy. South Hill U. District
Arlington Evergreen St. Coll. Maple Valley Queen Anne Univ. Place (Tac)
Auburn Fairwood Maplewood Ravenna U.P.S.
Redmond
Aurora Village Fall City Marysville (Downtown) Vanc. BC Airport
Vanc. BC
Ballard Fauntleroy Ferry McChord Redmond (North) (Downtown)
Bainbridge Federal Way Medina Redmond (South) Vancouver, WA
Bangor Ferndale Mercer Island Renton View Ridge
Belfair Fife Microsoft Campus Richmond Highland Walla Walla
Bellevue Fircrest Mill Creek Richmond Beach Wallingford
Bellevue
(Downtown) Fort Lewis Milton Sahalee Wenatchee
Bell. Cross Road Fox Island Monroe Salish Lodge West Seattle
Bell. Eastgate Fremont Montlake Saltwater Park Windermere
Bellingham Gig Harbor Mountlake Terrace Sandpoint Woodinville
Bitter Lake Gorst Mt. Rainier Sammamish Woodland Park
Black Diamond Graham Mt. Vernon Sammamish Pl. Yakima
Blaine Green Lake Muckelshoot Casino Seattle (Downtown) Yelm
Blue Ridge Greenwood Mukilteo Seattle (North)
Bonney Lake Hoquiam Naval Air Station Seattle Pac. Univ.
Bothell Index New Castle Seattle Univ.
Brier Inglewood Newport Hills Sequim
Bridal Trails Issaquah North Beach Seward Park
Issaquah
Bremerton (Downtown) North Bend Shelton
Brown's Pt. Tac. Issaquah Plateau Northgate Shilshole Bay
Buckley Juanita Oak Harbor Shoreline
Burlington Kenmore Olympia Silverdale
Capital Hill Kent Orting Snohomish
Carnation Kirkland P.L.U. Snoqualmie City
Centralia Klahanie Pug. Snd. Nav. Stn. Snoqualmie Pass
Chehalis Lacey Pacific South Bend
Clyde Hill Lake Chelan Paine Field Spanaway
Coal Creek Lake City Parkland Space Needle
Cougar Mountain Lake Forest Park Pasco Spokane
Covington Lake Stevens Point Defiance Zoo Stanwood
Crystal Mountain Lake Tapps Port Angeles Steilacoom
Dash Point Lake Union Port Ludlow Somerset
Discovery Bay Lake View Port Orchard Summet (4 Cnrs)
Dupont Lakewood Port Townsend Sumner
Tacoma
Duvall Laurelhurst Portage Bay (Downtown)
Edmonds Leshi Portland Tacoma
Edmonds (North) Longview Poulsbo Tiger Mountain
Emerald Downs Lynnwood Preston Totem Lake
EXHIBIT C
PERMIT RECEIPT
POS PERMIT #: ________________________________________________
CONCESSIONAIRE _______________________________________________
MAILING ADDRESS: ________________________________________________
________________________________________________
PHONE #: ________________________________________________
FAX #: ________________________________________________
KING COUNTY LICENSE #: ________________________________________________
CITY OF SEATTLE LIC #: ________________________________________________
VEHICLE LICENSE #: ________________________________________________
YEAR: ________________________________________________
MAKE AND MODEL: ________________________________________________
INITIAL ISSUE REPLACEMENT RENEWAL
OWNER CHANGE NAME CHANGE
PAID (cash/check) DATE: _________________________________________
INSURANCE EXPIRATION DATE: ______________________________________________
SIGNATURES: _______________________________________________
CONCESSIONAIRE
_______________________________________________
PORT REPRESENTATIVE
EXHIBIT D
AUTHORIZED DRIVER(S) LIST
CONCESSIONAIRE: ________________________________________________
DATE:__________________________
DRIVER NAME ______________________________________________________________
CELL PHONE NUMBER_______________________________________________
NUMBER _____________________ EXPIRATION DATE __________________
TAXI IDENTIFICATION _____________
DRIVER NAME ______________________________________________________________
CELL PHONE NUMBER_______________________________________________ NUMBER
_____________________ EXPIRATION DATE __________________
DRIVER NAME ______________________________________________________________
CELL PHONE NUMBER_______________________________________________
NUMBER _____________________ EXPIRATION DATE __________________
DRIVER NAME ______________________________________________________________
CELL PHONE NUMBER________________________________________________
NUMBER _____________________ EXPIRATION DATE __________________
Please use additional forms if necessary.
EXHIBIT E
VEHICLE CONDITION CHECKLIST
DATE: ________________________________________________
CONCESSIONAIRE: _______________________________________________
VIN #: ________________________________________________
VEHICLE LICENSE #: ________________________________________________
YEAR, MAKE, & MODEL: ________________________________________________
MILEAGE:
ENGINE (Electronic
Rate* MISC Rate* MISC CONT. Rate*
Scope Test)
Carburetion Lights Rear Axle Leaks
Spark Plugs Horn Tie Rod Ends
Spark Plug Cables Windshield Wipers Idler Arms
Distributor Windshield Washer Shock Absorbers
Sheet Metal Springs
UNDER HOOD Paint
Battery Heating/Air Conditioning FRONT SUSPEN.
Battery Cables Windows (Visual Inspection)
Drive Belts Tires Castor
Radiator Hoses Brake Lining Camber
Heater Hoses Brake Fluid Toe-in
Coolant Wheel Bearings
Carburetor Air Filter Exhaust Pipe OTHER
Fuel Filter Tail Pipe
Engine Oil Muffler
Power Steering
Engine Leaks
Pump
Transmission Leaks
*Rate: 1 = Satisfactory / 2 = Caution / 3 = Urgent
MECHANIC SIGNATURE & DATE: ______________________________________________
EXHIBIT F
VEHICLE/DRIVER REPAIRS TIMETABLE
AREA OF TIME ALLOWED FOR AREA OF TIME ALLOWED FOR
CONCERN REPAIRS CONCERN REPAIRS
5 business days; immediately
5 days if broken or ripped;
Windshield if problem renders vehicle
Seats before next trip if springs are
Wipers unsafe to drive or is blocking
exposed
driver's vision.
Driver's
Seat Belts Immediately Immediately
License
Windshield/ 5 business days; immediately if
Operating
Windows/ problem renders vehicle unsafe 3 business days
Instructions
Mirrors to drive
Window
3 business days For Hire License Immediately
Handles Button
Door Handles Immediately Clothing Before next trip
10 business days (or before Exhaust
Heater next trip, during periods of cold System (leak, Immediately
weather) muffler loose)
Floor
5 business days Speedometer Immediately
Mats/Carpet
3 business days; immediately,
Trunk (dirty,
Before next trip Odometer if odometer is connected to
clutter)
meter
Taximeter Immediately Hygiene Before next trip
7 days for minor damage; Immediately if worn down
Body immediately for exposed Tires to safety ridge or
sharp metal cords/threads visible
Hubcaps 7 business days Paint 7 days
Spare Tire Immediately Brake Lights Immediately
Before next trip daytime;
Headlights Turn Signals Immediately
immediately if at night
This is not an exhaustive list of possible defects. Additional reasonable requirements and reasonable
penalties may be added to this list upon 10 days written notice to Concessionaire. The term, "business
days," shall not include Saturdays, Sundays or national holidays.
43
EXHIBIT G
VIOLATIONS AND FINES
VIOLATION FINE
Unattended Taxi/staging lot $150.00
Hauling unauthorized, non-paying passengers $150.00
Picking up wrong passenger $150.00
Unattended Taxi/feeder line $150.00
Self dispatching without proper authorization $150.00
Current permit not displayed $150.00
Operating Taxi on Port property after deadline for completing $150.00
required repairs
Not in uniform $150.00
Sleeping in vehicle/feeder line $150.00
Refusal to pay per-trip fee $150.00
Refusal of fare $150.00
Discourteous behavior to passenger/POS employee $150.00
Littering/ in feeder line or staging lot $150.00
Littering (debris/mechanical parts) remote lot $150.00
Soliciting $150.00
Overcharging passenger $150.00
Feeding birds on airport premises $150.00
Additional reasonable requirements and reasonable penalties may be added to this list upon ten (10)
days written notice to Concessionaire(s). Any physical altercations can lead to immediate
suspensions/terminations, no trespass orders or criminal charges against the Driver. MGT reserves the
right for the final say on all violations and fines/suspensions.
112955.0002/1795369.22
44
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Description Taxi Concession Agreement (final)
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Limitations of Translatable Documents
PDF files are created with text and images are placed at an exact position on a page of a fixed size.
Web pages are fluid in nature, and the exact positioning of PDF text creates presentation problems.
PDFs that are full page graphics, or scanned pages are generally unable to be made accessible, In these cases, viewing whatever plain text could be extracted is the only alternative.