CONCESSION CONTRACT BETWEEN VIRGIN … Concession Contract.pdfREQUEST FOR PROPOSALS – PUBLIC TAXI SERVICE AT CEKA (STT) APPENDIX 1 CONCESSION CONTRACT BETWEEN VIRGIN ISLANDS PORT

REQUEST FOR PROPOSALS – PUBLIC TAXI SERVICE AT CEKA (STT) APPENDIX 1

CONCESSION CONTRACT

BETWEEN

VIRGIN ISLANDS PORT AUTHORITY

AND

[CONTRACTOR]

TO PROVIDE PUBLIC TAXI SERVICE

FROM THE

CYRIL E. KING AIRPORT

ST. THOMAS, U.S. VIRGIN ISLANDS

CONCESSION CONTRACT TO PROVIDE PUBLIC TAXI SERVICE

CYRIL E. KING AIRPORT, ST. THOMAS, VI

TABLE OF CONTENTS


ARTICLE I. - CONTRACT TERM ......................................................................................................... 1

ARTICLE II. - SCOPE OF SERVICES .................................................................................................... 2

ARTICLE III. - PREMISES AND FACILITIES ......................................................................................... 3

ARTICLE IV. - OPERATIONAL REQUIREMENTS ................................................................................ 4

A. General. ................................................................................................................................ 4

B. Quality Assurance. ............................................................................................................... 5

C. Taxicab Dispatch, Movement, and Loading. ....................................................................... 5

D. Service Standards for Service from CEKA. ....................................................................... 6

E. Staffing. ................................................................................................................................ 7

F. Uniforms and Dress Code. .................................................................................................. 8

G. Customer Service and Training. ....................................................................................... 8

H. Dispatching ....................................................................................................................... 9

I. Customer Complaints. ......................................................................................................... 9

ARTICLE V. - FINANCIAL CONSIDERATION .................................................................................... 10

A. Annual Concession Fee ...................................................................................................... 10

B. Late Payment Interest ....................................................................................................... 10

ARTICLE VI. - PERFORMANCE GUARANTEE .................................................................................. 10

ARTICLE VII. - PREMISES REPRESENTATIONS ................................................................................ 11

ARTICLE VIII. - MAINTENANCE OF PREMISES UTILITY SERVICES .................................................. 12

ARTICLE IX. - INDEMNIFICATION AND INSURANCE ...................................................................... 12

ARTICLE X. - QUALITY OF PERFORMANCE AND LIQUIDATED DAMAGES ..................................... 16

A. On-Demand Taxicab Service Standards. ........................................................................ 16

B. Customer Complaints. .................................................................................................... 16

C. Denial of Service. ............................................................................................................ 17

D. Vehicle Maintenance. .................................................................................................... 17



TABLE OF CONTENTS


E. Failure to Maintain Assigned Areas. .............................................................................. 17

ARTICLE XI. - INCORPORATION OF CONTRACTOR’S PROPOSAL .................................................. 17

ARTICLE XII. - DEFAULT AND TERMINATION ................................................................................. 18

A. Default Events. ................................................................................................................... 18

B. Consequences of a Default. ............................................................................................... 19

ARTICLE XIII. - DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION ................................... 21

A. DBE Participation. .......................................................................................................... 21

B. Qualification as a DBE. ................................................................................................... 21

ARTICLE XIV. - MISCELLANEOUS PROVISIONS .............................................................................. 23

A. Changes to the Scope of Operations. ............................................................................ 23

B. Inconveniences During Construction. ............................................................................ 23

C. Notices. ........................................................................................................................... 23

D. Capacity to Execute. ....................................................................................................... 24

E. Execution. ....................................................................................................................... 24

F. Clear Title. ...................................................................................................................... 24

G. Assignment. .................................................................................................................... 24

H. Binding Effect. ................................................................................................................ 25

I. Modifications. .................................................................................................................... 25

J. Governing Law. ............................................................................................................... 25

K. Prohibition. ..................................................................................................................... 25




THIS CONCESSION CONTRACT (herein after referred to as the "Contract"), made and entered into, by and between THE VIRGIN ISLANDS PORT AUTHORITY, P. O. Box 301707, St. Thomas, Virgin Islands, 00803-1707 ("Authority"), and the [Contractor] (name and address) (“Contractor”). The Authority and the Contractor together are referred to as the "Parties”;

W I T N E S S E T H :

WHEREAS, the Authority is a body corporate and politic constituting a public corporation and autonomous governmental instrumentality for the Government of the United States Virgin Islands; and

WHEREAS, the Authority was created for the purpose of operating and managing all airports in the territory; and

WHEREAS, the Authority wishes to assure that prompt ground transportation is available at the Cyril E. King Airport (“CEKA”) at all times for the benefit and convenience of airline passengers and other visitors; and

WHEREAS, the Authority has considered proposals submitted by interested firms pursuant to Request for Proposals/Qualifications; and

WHEREAS, Authority’s Governing Board of Directors has concurred with the Executive Director and staff's recommendation that Contractor be selected to provide three levels of grounds transportation services from the CEKA.

NOW, THEREFORE, the Parties, for and in consideration of the rights and privileges granted herein and for the fees and covenants, agree as follows:

ARTICLE I. - CONTRACT TERM

A. The Contract Term shall be for a period of three (3) years commencing __________________ and ending on ________________,

CONCESSION CONTRACT - PUBLIC TAXI SERVICE CYRIL E. KING AIRPORT, ST. THOMAS, VI VIRGIN ISLANDS PORT AUTHORITY & [CONTRACTOR] Page 2

subject to such earlier termination as provided for herein.

B. Two (2) one-year Option Periods may be exercised at the sole discretion of the Authority. The Authority shall notify the Contractor in writing whether it intends to exercise the option no later than 180 days prior to the expiration of the Contract Term or previous Option Period.

ARTICLE II. - SCOPE OF SERVICES

The Contractor shall provide prompt, on-demand, ground transportation service

from the CEKA for airline passengers and their baggage in accordance with the Contract Documents hereinafter defined. It is hereby agreed and understood that this Contract provides for the non-exclusive right and privilege to provide such ground transportation services from the CEKA. The Contractor must provide three levels of ground transportation service from CEKA:

Modified Taxi Service - (non-exclusive) service must be door-to-door without any intermittent stops;

Exclusive Vehicle Use - immediate and unshared vehicle service; and

Shuttle Service - must be to locations in proximity to each other, e.g., Sugar Bay and Sapphire, at reduced rates.

The Contract Documents consist of this Contract, Requests for

Proposal/Qualifications and all Amendments, Contractor’s Proposal, and Rules and Regulations of the Authority.

In addition, the Contractor is required, but not limited to, providing the following services:

A. Employ and train staff to assist passengers with obtaining taxicab service from the CEKA;

B. Maintain the facilities and premises at the Staging Area;


C. Provide regular activity reporting to the Authority and as otherwise requested;

D. Ensure a sufficient number of taxicabs, shuttles and exclusive use vehicles is available at the curb to meet on-demand service standards;

E. Purchase and maintain any additional equipment needed for a successful taxicab dispatch operation; and

F. Respond to customer questions, complaints, and concerns.

ARTICLE III. - PREMISES AND FACILITIES

For purposes of providing its services under this Contract, the Authority grants

the Contractor the right of ingress to and egress from the Premises and Facilities on the CEKA by the Contractor and its employees, contractors, suppliers, service personnel, licensees, guests, patrons and invitees; provided, however, that such rights of ingress and egress shall at all times be exercised in compliance with any and all reasonable regulations promulgated by lawful authority for the care, operation, maintenance, and protection of the CEKA.

The Authority reserves the right to relocate the Contractor during the Contract Term to alternative premises and facilities upon sixty (60) days advance written notice from the Authority to the Contractor. The Authority reserves the right to expand, reduce, or modify the Premises and Facilities upon sixty (60) days advance written notice. Any such reduction or modification of Premises and Facilities shall not unreasonably impair the ability of the Contractor to perform its contractual obligations.

The Contractor is assigned the use of the following Premises and Facilities at CEKA in an “as is” condition to provide ground transportation services:

1. LOADING AREA. - Nine (9) loadings spaces in front of the baggage claim area of CEKA (These spaces may be reconfigured with a Terminal Mainland Baggage Claim area redesign).


2. STAGING AREA. - Approximately 11,610 square feet of CEKA’s upper parking lot at its northern end across from the airport terminal's entrance. This is the Staging Area where excess taxicabs will be located and from where they will be summoned to the curbside to pick-up passengers.

3. WAITING AREA. - The building located at the Staging Area. This is the waiting area where drivers of excess taxicabs will be located.

ARTICLE IV. - OPERATIONAL REQUIREMENTS

The Contractor shall provide prompt, on-demand, ground transportation services

from CEKA in accordance with the regulations of the Authority, the terms of this Contract and as directed in writing by the Authority. The following minimum requirements must be adhered to: A. General.

1. The Contractor shall provide modified taxicab service, shuttle service or exclusive vehicle service to all airline passengers on demand from the CEKA.

2. Unless otherwise provided in this Contract, the Contractor shall not deny for any reason, service to any passenger requesting taxicab service within St. Thomas, United States Virgin Islands.

3. The Contractor shall equitably disperse all requests for taxicab service from CEKA.

4. The Contractor shall also cooperate fully with any review of taxicab operations conducted by the Authority.

5. The Contractor shall not engage in any other activities at the CEKA without the specific written approval of the Authority, except for activities that are expressly permitted under this Contract.


B. Quality Assurance.

1. The Contractor shall visually inspect all taxicabs awaiting disbursement at the Staging Area. The Contractor shall consistently perform such inspections, and immediately record in writing vehicle and operator deficiencies and promptly report such deficiencies to the Authority.

2. The Contractor shall monitor all taxicab operators’ adherence to established dispatching procedures. The Contractor shall also report to the Authority any taxicab operator who fails to obey the orders of the dispatcher provided by the Authority. The Contractor shall report to the Authority any violations of such procedures or orders that it observes within twenty-four hours of the violation.

C. Taxicab Dispatch, Movement, and Loading.

1. The Contractor shall immediately summon additional taxicab service from the Staging Area as required.

2. The Contractor’s taxicab drivers providing modified taxicab service as opposed to shuttle service will be allowed no more than five (5) minutes from receipt of the first passenger to load taxicabs before they must depart and travel directly to the destination, without intermittent stops or pickups.

3. The Contractor will not interfere, harass, or prevent any non-concessionaire taxicab operator from picking-up a passenger who had prearranged that transportation as evidenced by a manifest held by that taxi operator or tour operator. 4. Notwithstanding the foregoing, the Contractor may, in the event of a severe shortage of taxicabs under certain unusual circumstances (i.e., flight delays, inclement weather conditions, unusual traffic conditions), direct that more passengers be loaded per taxicab, or prescribe a different method of loading when the situation requires.


5. The Contractor shall ensure that all taxicab operators and curb personnel willingly assist passengers with loading baggage at the curb promptly, carefully, courteously and efficiently.

D. Service Standards for Service from CEKA.

The Contractor shall provide ground transportation services from CEKA seven (7) days a week, including holidays or as otherwise directed by the Authority, during all time that CEKA is opened. Taxi service is to be provided from the CEKA seven (7) days per week, including holidays, according to the following service standards:

1. Between the hours of 6:30 a.m. and 10:00 p.m., the Contractor shall ensure a sufficient number of taxicabs, shuttle service and exclusive use vehicles are available to meet an on-demand service standard defined as the receipt of taxicab service within ten (10) minutes of a passenger's request, regardless of the number of passengers requiring the same service at the Loading Area, unless unusual weather and traffic conditions temporarily prohibit achieving the standard. If an adequate number of taxicabs are not available to meet the on-demand service standard, the Contractor agrees to use and contact outside taxicabs companies to provide additional taxicabs to fulfill its on-demand requirement. It is expected that the on-demand service standard will be achieved on a consistent basis and that those conditions that cause non-compliance will be infrequent and atypical.

2. Between the hours of 6:30 a.m. and 10:00 p.m., the Contractor shall operate a taxicab dispatch service from the CEKA to meet an on-demand service standard defined as the receipt of taxicab service within ten (10) minutes of a passenger's request for taxicab service, unless unusual weather conditions temporarily prevent achieving the standard. During peak arrival periods, the Authority will assign a staff member who will join with the Contractor’s dispatcher to perform these dispatching functions jointly.


3. The Contractor's service response time shall be measured from the time the initial passenger demand for service is made to the Contractor’s and/or Authority’s dispatch personnel to the time the passenger enters a taxicab. The Contractor’s dispatch personnel shall maintain a daily liaison with the Aviation Division and the airlines regarding schedule changes, late flight operations, diversions, or other changes which require additional taxicab services.

E. Staffing.

1. The Contractor shall employ and train professional, well-trained taxicab drivers, dispatchers and other staff as needed to fulfill its obligations under this Contract. The Contractor shall ensure that there is a dedicated on-site manager delegated full authority to make operating decisions for the taxicab operation during all times that passengers are arriving at CEKA.

2. The Contractor’s taxicabs drivers and personnel shall conduct themselves in a professional, polite, helpful and efficient manner at all times while interacting with the traveling public and the Authority’s staff.

3. Every taxicab driver and employee of the Contractor shall be able to communicate verbally and in writing in clearly understandable English. Dispatching personnel must be knowledgeable of the various destinations of St. Thomas, other modes of ground transportation service from the CEKA and the taxicab regulations of the Authority.

4. In all respects, the Contractor’s taxicab drivers and personnel will exercise good judgment to assure the prompt and safe movement of persons and vehicles from CEKA.

5. The Contractor shall keep accurate and detailed records on its taxicab drivers and shall provide those records for examination by the Authority upon two (2) days written request to the Contractor. This shall include but not be limited to name, address, date of association, training


received, performance reviews and, if applicable, complaint investigation results including staff assignments.

F. Uniforms and Dress Code.

The Contractor shall require all personnel to maintain a neat and clean appearance and be appropriately dressed at all times while on duty. Shorts, cut-off pants, jeans, sleeveless shirts and sandals are not allowed.

G. Customer Service and Training.

1. The Contractor shall conduct mandatory on-going training for its personnel in accordance with the Training Plan that has been approved by the Authority. The training shall include, at a minimum:

a. customer service with the objective of providing high quality public service which is responsive to the inquiries and the needs of the traveling public and of training the taxicab operators whereby personnel are to be courteous, honest, and helpful and shall at all times conduct themselves in a manner which reflects positively on the Contractor and the Authority, and which minimizes complaints,

b. safety issues,

c. communication procedures including radio, telephone and face to face,

d. alternative ground transportation options available at the CEKA,

e. common familiarity with historical buildings, sites and areas within St. Thomas, and

f. taxicab regulations.


2. Training must be conducted for all employees not less than once per year.

3. The Contractor shall provide a written copy of its training program to the Authority for review and approval within thirty (30) days prior to the commencement of the Contract and on the first day of each subsequent Contract Year including any Option Years.

H. Dispatching

The Authority's and Contractor's staff will jointly operate the dispatching service using a Receipt system. On that Receipt shall appear the following: License Plate, Date, Number of Passengers, Time, Final Destination, Tariff Rates, Number of Luggage and cost per piece of Luggage, and Total Cost. The Receipt shall consist of an original with two copies. The original will be given to the passenger or group and a copy will be retained by the dispatcher. When the Authority’s dispatcher is not on duty during non-peak periods, the Contractor’s dispatcher must still complete this Receipt for all passengers traveling in its vehicles.

I. Customer Complaints.

1. The Contractor shall keep accurate and detailed records on all complaints and compliments, and responses thereto. This shall include but not be limited to the name and address of the complainant and the driver’s permit and/or license number, of the involved taxicab driver, or employee name, if applicable, and the nature of the complaint, findings and resolution.

2. The Contractor shall provide a written Customer Service Plan for Authority review and approval on the commencement date of the Contract to include promptly and courteously responding to customer complaints made directly to the Contractor by the customer or made to the Authority and referred by the Authority to the Contractor.

3. The Contractor shall promptly respond in writing to all


complaints in accordance with the Authority approved Customer Service Plan and all such complaints shall be maintained by the Contractor during the Contract Term.

4. The Contractor may request that complaints be submitted in writing and withhold formal response until the written complaint has been received. The Contractor shall submit to the Authority a copy of each complaint and the Contractor's written response to the customer.

ARTICLE V. - FINANCIAL CONSIDERATION

A. Annual Concession Fee

In consideration of the right and privileges to be granted to the Contractor by the Authority, the Contractor shall pay to the Authority an annual concession fee of $___________. Said fee shall be paid without demand in equal monthly installments $___________ in advance on the first day of each calendar month. All payments shall be made in lawful money of the United States of America. On the third (3rd) anniversary of this Contract, the annual concession fee shall be increased in accordance with the rise or fall of the Consumer Price Index (CPA) as established by the U.S. Department of Labor Statistics, or increased by 5% of the previous annual concession fee, whichever is greater. B. Late Payment Interest

Without waiving any other right of action available to the Authority in the event of default in payment of charges and fees hereunder, if the Contractor fails to make a payment to the Authority when due and said failure continues for a consecutive period of thirty (30) days, late charges will be assessed. Thereafter, late charges will be assessed for each 1.5% per month that the delinquency continues.

ARTICLE VI. - PERFORMANCE GUARANTEE

A. The Contractor shall, at its own cost, deliver a performance guaranty to the Authority execution of the Contract in the amount of


$_______________ equal to three times (3X) the monthly concession fee.

B. The performance guarantee shall be subject to claim in full or in part by the Authority in the event of default of the Contractor for failure to fully perform the Contract. This performance guarantee shall be used to pay liquidated damages to the Authority when the Authority imposes liquidated damages against the Contractor under Article VIII of this Contract.

C. The amount of said performance guarantee shall be adjusted at the beginning of each Contract Year to equal that year’s three (3) months concession fee payments.

D. The performance guarantee, at the option of the Contractor, may be in the form of an irrevocable letter of credit from a bank or by a certified check, cashier’s check or money order acceptable to the Authority and made payable to the Authority. The performance guarantee may also be in the form of a performance bond issued by an insurance company acceptable to the Authority.

E. Failure of the Contractor to provide or maintain th performance guarantee in effect at any time during the Contract Term shall constitute a default.

ARTICLE VII. - PREMISES REPRESENTATIONS

The Contractor acknowledges that it has not relied upon any representation or

statement of the Authority or its officers, employees or agents as to the condition of the Premises or the suitability thereof for the operations permitted on the Premises by this Contract. The Contractor, prior to the execution of this Contract, has thoroughly examined the Premises and determined them to be suitable for the Contractor's operation hereunder. Without limiting any obligation of the Contractor to commence operations hereunder at the time and in the manner stated elsewhere in this Lease, the Contractor agrees that no portion of the Premises will be used initially or at any time during the letting which is in a condition unsafe or improper for the conduct of Contractor's operations hereunder so that there is possibility of injury or damage to life


or property and the Contractor further agrees that before any use it will immediately correct any such unsafe or improper condition.

The Authority shall not be liable to the Contractor, or to any person, for injury or

death to any person or persons whomsoever, or damage to any property whatsoever at any time in the Premises or elsewhere at the Facility, including but not limited to any such injury, death or damage from falling material, water, rain or electricity, whether the same may leak into, or fall issue, or flow from any part of the Facility, or from any place or quarter, except to the extent that the injury or damage is caused by the Authority’s failure to adequately maintain the exterior structure.

ARTICLE VIII. - MAINTENANCE OF PREMISES UTILITY SERVICES

A. Maintenance of Premises

The Contractor is responsible for maintaining and keeping in good repair all Premises and Facilities assigned to it. Contractor shall pay for the removal of garbage and rubbish from said premises during the term and any Option Period of this Contract. B. Utilities.

The Contractor shall make separate arrangement and pay for utility services, including electricity, water, and telephone services, and shall cause and pay for the installation of these services. To the extent the facilities are in place, the Authority shall provide fresh water to the Contractor's premises and bill the Contractor monthly for said water; Contractor shall pay for water as charged.

ARTICLE IX. - INDEMNIFICATION AND INSURANCE

A. Indemnification.

The Contractor shall defend, indemnify, and hold the Authority and its agents, officers, and employees completely harmless from and against any and all claims, suits, demands, actions, liabilities, loses, damages, judgments, or fines arising by reason of injury or death of any person, or damage to any property, including all reasonable costs for investigation


and defense thereof (including, but not limited to, attorney fees, court costs and expert fees) of any nature whatsoever arising out of the Contractor’s activities on the CEKA under this Contract, or in its use or occupancy of the Premises and Facilities, regardless of where the injury, death, or damage may occur. The Authority shall give to the Contractor reasonable notice of, and opportunity to defend against, any such claims or actions, and the Authority shall take reasonable actions to mitigate its damages.

Notwithstanding the above indemnification, the Contractor shall notify the Authority in writing and within three (3) business days after the Contractor’s receipt of notice of litigation against the Contractor, or any of its subcontractors, that may have a material affect on the performance of this Contract. If a copy of the complaint is not available, the Contractor shall provide as much information as possible about the complaint, including, but not limited to, the identity of the plaintiffs and defendants, allegations made by the plaintiffs, relief sought by the plaintiffs, and the date the complaint was served on the Contractor or subcontractor. If the Authority is deemed to be in noncompliance with laws or regulations governing access to secure areas of the CEKA and to the areas of the airfield and said noncompliance is the result of or due to the negligence or willful act or omission of the Contractor or of any of the Contractor’s employees, agents, subcontractors, or sub lessees and such breach results in a civil penalty action against the Authority, the Contractor agrees to reimburse the Authority in full for all expenses, including reasonable attorney fees incurred by the Authority in defending against the civil penalty action and for any civil penalty action. The Authority shall give the Contractor reasonable notice of any allegation, investigation, or proposed or actual civil penalty which relates to acts or omissions of the Contractor.

The Contractor shall defend, indemnify, and hold the Authority, and its agents, officers, and employees, completely harmless from and against any claim, suit, demand, action, liability, loss, damage, judgment, fine, or civil penalty and all costs and expenses of whatever kind or nature (including, but not limited to, attorney fees, court costs and expert fees) associated therewith in any way arising from or based upon the violation


of any Federal, state, or municipal laws, statues, resolutions, or regulations by the Contractor, its agents, employees, subcontractors, or sub lessees, in conjunction with the Contractor’s use and/or occupancy of the CEKA. The Authority shall give the Contractor reasonable notice of, and opportunity to defend against, any such claims or actions, and the Authority shall take reasonable actions to mitigate its damages. The provisions of this Article shall survive the expiration, termination, or early cancellation of this Contract.

B. Insurance.

The Contractor shall maintain, in force and effect, prior to the commencement of the Contract and throughout the Operating Period of the Contract, a policy or policies of insurance, with a reputable insurance company authorized to conduct business in the territory having a rating of A or better and a financial size category of VII or better from A.M. Best Company, or an equivalent rating service. All policies shall be issued on an occurrence basis, and shall cover the entire Premises, and all activities of the Contractor on the Premises and on the CEKA and all indemnifications made in the Contract.

All Contractor’s policies shall be primary and Contractor agrees that any insurance maintained by the Authority shall be excess of and non-contributing with respect to the Contractor’s insurance. The Authority reserves the right to waive the insurance requirements for good cause. Insurance shall be provided with the policy limits thereof to be in the minimum(s) as set forth below:

1. Commercial General Liability Insurance shall be a limit of not less than One Million Dollars ($1,000,000) per occurrence. Coverage must include Broad Form Contractual, Broad Form Property Damage, and Personal Injury.

2. Commercial Automobile Liability Insurance shall be a limit of not less than the minimum coverage required by the Compulsory Automobiles Liability Insurance Statute at 20


V.I.C. Section 701 et seq., as may be amended from time to time, and shall cover liability arising out of any auto (this includes all automotive equipment, owned, operated, leased, hired or non-owned). Contractor shall not be permitted to operate any automotive equipment on the Air Operations Area, which is defined as that area of the CEKA which is located inside the perimeter security fence surrounding the airside portion of the CEKA.

3. The Contractor shall deliver each certificate of required coverage to the Authority for approval upon execution of the Contract and at least annually thereafter, and no later than five (5) days after the expiration of any then current policy. Certificates shall be issued to the Authority.

Said policies of insurance shall contain a Cancellation, Material Change, or Non-Renewal Endorsement providing the Authority with at least thirty (30) days, or ten (10) days for nonpayment of premium, advance notice, in writing, of cancellation, non-renewal, or material change. All policies shall be endorsed to identify the Authority as an additional insured in a manner satisfactory to the Authority. Said policies shall cover only claims arising from events addressed in the Contract. In the event that the Contractor shall at any time fail to provide the insurance required under this Article, the Authority may, at its option, immediately terminate this Contract. The failure of the Authority, at any time, to enforce the insurance provisions, to demand such certificate(s) or other evidence of full compliance with the insurance requirements, or to identify a deficiency from evidence that is provided shall not constitute a waiver of those provisions nor in any respect reduce the obligations of Contractor to maintain such insurance or to defend and hold the Authority harmless with respect to any items of injury or damage covered by this Contract.


ARTICLE X. - QUALITY OF PERFORMANCE AND LIQUIDATED DAMAGES

The following provisions relate to the quality of the service the Authority expects

to be provided under the Contract. The Contractor agrees that it is obligated to perform the following and that nonperformance denigrates the quality of the service, and therefore, is in violation of this Contract. The occurrence of any of the following situations may result in the imposition of liquidated damages. The Contractor agrees that the following liquidated damages are fair and reasonable and that they do not constitute a penalty. The Authority will notify the Contractor within thirty (30) days following the incident whether it intends to assess liquidated damages. Failure to impose liquidated damages for a particular violation shall not bar the Authority from imposing liquidated damages for subsequent violations of the same nature. The liquidated damages remedy is in addition to all other rights and remedies of the Authority. A. On-Demand Taxicab Service Standards.

Between 6:30 a.m. and 10:00 p.m., for each time that the Authority observes that the on-demand service standard is not being met, and taxicabs are available and have not been delayed because of unusual weather or traffic conditions, liquidated damages may be assessed at the rate of One Hundred Dollars ($100.00) for each ten (10) minutes, or fraction thereof, that the on-demand service standard is not being met.

B. Customer Complaints.

For each verifiable complaint received from passengers by the Authority concerning services provided by the Contractor under this Contract that do not meet the service standards required by this Contract, liquidated damages may be assessed at the rate of One Hundred Dollars ($100.00) for each complaint received.


C. Denial of Service. Each time that the Authority observes a passenger is denied taxicab service by a dispatcher or curb personnel unless otherwise provided in this Contract, liquidated damages may be assessed at the rate of One Hundred Dollars ($100.00) for each passenger denied service.

D. Vehicle Maintenance.

Except in an emergency, the Contractor shall not allow taxicab operators or its employees to perform maintenance to taxicabs or private vehicles, including washing, changing oil, or filters or making engine or body repair on the CEKA, unless specifically authorized by the Authority. Vehicle cleaning, however, may be permitted in the Staging Area only. The Contractor shall take appropriate and reasonable steps to prevent such practices from occurring. For each time the Authority observes taxicab operators and/or employees performing any such maintenance on the CEKA, liquidated damages may be assessed at the rate of One Hundred Dollars ($100.00) for each observation.

E. Failure to Maintain Assigned Areas.

Whenever the Authority finds the Premises and Facilities assigned herein are not being maintained in a clean and attractive manner (including, but not limited to, removal of trash and debris, degreasing of oil spills, etc.), the Authority may direct the Contractor to immediately clean the area(s). If Contractor has not corrected the problem, or made reasonable progress to correct the problem within seven (7) days from the Contractor’s receipt of the notice, liquidated damages may be assessed at the rate of One Hundred Dollars ($100.00) for each day, or fraction thereof, the problem is not corrected.

ARTICLE XI. - INCORPORATION OF CONTRACTOR’S PROPOSAL

The Contractor’s proposal is attached as an Exhibit. This Exhibit is incorporated into this Contract and the Contractor shall be obligated to meet all portions of its


proposal contained in the Exhibit, provide, however, that where an express provision of this Contract is in conflict with any provision of the Contractor’s proposal in the Exhibit, this Contract shall control. Portions of the Contractor’s proposal that contain confidential business or financial information of the Contractor, shall not be disclosed or released to persons other than those who are employed by the Authority

ARTICLE XII. - DEFAULT AND TERMINATION A. Default Events.

Each of the following events shall constitute a Default:

1. If an event of insolvency of the Contractor should occur, including, but not limited to, an assignment for the benefit of creditors.

2. The occurrence of any act which operates to deprive the Contractor of the powers and privileges necessary for the proper conduct of this Contract.

3. The abandonment of the Premises and Facilities or discontinuance of the operation of the taxicab concession.

4. If the Contractor's interest in this Contract is assigned by operation of law.

5. Contractor’s failure to make good faith efforts to achieve the Contract’s 17% DBE goal during any Contract Year.

6. If the Contractor fails to perform, keep or observe any of the other terms, covenants and obligations under the Contract.


B. Consequences of a Default.

1. If a Default occurs, the Authority may give to the Contractor a Notice of Default and an opportunity to cure. If the Contractor has not cured, or made reasonable progress to cure the Default within fifteen (15) days from the Contractor’s receipt of the notice, the Authority may immediately terminate the Contract by written notice to the Contractor. Upon termination, the Contractor shall immediately quit the Premises and Facilities and return them to the Authority’s control. If the Authority elects to terminate this Contract, every obligation contained in this Contract to be performed by the Authority shall cease.

2. When this Contract is terminated, the Contractor shall immediately vacate the Premises and Facilities and the Authority or its agents or employees may immediately or at any time thereafter, re-enter the Premises and Facilities and remove the Contractor, its agents, subcontractors, invitees and property. Re-entry and removal may be effected by summary dispossess proceedings, by any suitable action or proceeding at law, by force, or otherwise. The Authority shall be entitled to the benefits of all provisions of law respecting speedy recovery of the Premises and Facilities held over by the Contractor. Any other notice to quit or re-enter the Premises and Facilities is hereby expressly waived by the Contractor. The Authority shall not be liable in any way in connection with any action it takes pursuant to this Section. The Contractor's liability shall survive the Authority's re-entry, the institution of summary proceedings, and the issuance of any warrants with respect thereto.

3. If this Contract is terminated, the Contractor shall remain liable (in addition to accrued liabilities) to the extent legally permissible for the amounts that the Contractor would have been required to pay to the Authority had the Contract not been terminated.


4. The Authority may enter into a new contract with another contractor that will occupy the Premises and Facilities for all or any part of the unexpired portion of the Contract Term or for any longer period. The Authority has the sole and absolute discretion with respect to the selection of a new contractor and its use of the Premises and Facilities.

5. If the Contractor is in Default under this Contract, the Authority may, after providing written notice to the Contractor of the Default, cure the Default at any time through any action deemed appropriate by the Authority for the account and at the expense of the Contractor. The Contractor shall reimburse the Authority for any amounts expended by the Authority in connection with the cure. Such cure shall not constitute a waiver of the Authority's rights with respect to that or any other Default, unless otherwise expressly stated in writing by the Authority.

6. The Authority's rights and remedies set forth herein shall be in addition to any other right or remedy now and hereafter provided by law. All rights and remedies shall be cumulative and not exclusive of each other. No delay by the Authority in exercising a right or remedy shall constitute a waiver or acquiescence to the Default. No waiver of a Default shall be effective unless it is in writing. No waiver of a Default shall extend or affect any other Default or impair any right or remedy with respect thereto.

7. The Authority shall not be liable for any damage, including, but not limited to, loss of profit, and the Contractor shall not make a claim of any kind whatsoever against the Authority, its agents or representatives, by reason of any action taken pursuant to this Section.

8. To the extent that the Authority's right to terminate this Contract is determined to be unenforceable under the Bankruptcy Code, as amended from time to time (the "Code"), or under any other statute, then the Contractor and any trustee who may be


appointed agree: (1) to perform promptly every obligation of the Contractor under this Contract until this Contract is either rejected, assumed or deemed rejected under the Code; (2) to reject or assume this Contract within sixty (60) days of a filing of a petition under the Code; (3) to give the Authority at least forty-five (45) days prior written notice of any proceeding relating to assumption of this Contract; (4) to cure or provide adequate assurance of a prompt cure of any Default of the Contractor under this Contract; (5) to provide to the Authority adequate assurance of future performance under the Contract.

ARTICLE XIII. - DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION

A. DBE Participation.

The Contractor has proposed to meet the Disadvantaged Business Enterprise (DBE) goal of 17%.

B. Qualification as a DBE.

To qualify for DBE certification by the Authority, the firm must meet the certification standards as set forth in 49 CFR Parts 23 and 26 of the Federal regulations and the applicable small business size standard, defined in terms of the firm’s average annual gross receipts for the preceding three (3) fiscal years. A DBE under 49 CFR Part 23 and 26, as amended, is a for profit small business which meets the applicable size standards to be a small business (as defined by the Small Business Administration), and is: a) at least 51% owned and controlled by one or more socially and economically disadvantaged individuals, and or in the case of any publicly owned business, at least 51% of the stock is owned by one or more socially and economically disadvantaged individuals; and (b) whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individual who own it. Currently “Socially and economically disadvantaged individuals” include:


1. Women;

2. Black Americans, which includes a person having origins in any of the Black racial groups of Africa;

3. Hispanic Americans, which includes persons of Mexican, Puerto Rican, Cuban, Central, or South American, or other Spanish or Portuguese culture or origin, regardless of race;

4. Native Americans, which includes persons who are American Indians, Eskimos, Aleuts, and Native Hawaiians;

5. Asian-Pacific American, which includes persons whose origins are from Burma, Thailand, Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam. The U.S. Trust Territories of the Pacific Islands (Republic of Palau), Republic of the Marshall Islands, Federated States of Micronesia, or the Commonwealth of the Northern Mariana Islands, Macao, Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru; and 6. Asian-Indian Americans, which includes persons whose origins are from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal. Under current DBE regulations the Authority will generally assume that business owners who fall into one of these groups are socially and economically disadvantaged. Their disadvantaged status will not generally be investigated, unless a third-party challenge is made. Other individuals may be found to be socially and economically disadvantaged on a case-by case basis. For example, a disabled Vietnam veteran, an Appalachian white male, or another person may claim to be disadvantaged. If such an individual requests that his or her firm be certified as DBE, the Authority, as part of the certification process, will determine whether the individual is socially or economically disadvantaged under the criteria stated in 49 CFR Part 26. These owners must demonstrate that their disadvantaged status arose from individual circumstances, rather than by virtue of membership in a group.


C. If the Contractor is found to be in non-compliance with the DBE provisions of this Contract, the Authority may utilize all remedies authorized by the Contract, including but not limited to default and termination of the Contract.

ARTICLE XIV. - MISCELLANEOUS PROVISIONS

A. Changes to the Scope of Operations.

The Authority may, at any time by written notice after contract award, make changes within the general scope of the Contract.

B. Inconveniences During Construction.

The Contractor recognizes that from time to time during the term of the Contract, it will be necessary for the Authority to initiate and carry forward extensive programs of construction, reconstruction, expansion, relocation, maintenance and repair in order that the CEKA and its facilities may be suitable for the volume and character of air traffic and flight activity which will require accommodation, and that such construction, reconstruction, expansion, relocation, maintenance and repair may inconvenience the Contractor in its operation at said CEKA. The Contractor agrees that no liability shall attach to the Authority, its officers, agents, employees, contractors, subcontractors and representatives by way of such inconveniences and the Contractor waives any right to claim damages or other consideration therefore.

C. Notices.

All notices, consents and approvals required under the terms of this Contract shall be given by a designated representative of the party by or in whose behalf they are given and delivered either by hand or certified mail, postage prepaid, return receipt requested, and addressed as follows:


1. To the Authority:

Executive Director Virgin Islands Port Authority

P.O. Box 301707 St. Thomas, United States Virgin Islands 00803-1707

2. To the Contractor

[Name, Title Company, Address]

D. Capacity to Execute.

The individuals executing this Contract warrant that they each have full authority to execute this Agreement on behalf of the Contractor or the Authority as the case may be.

E. Execution.

The parties hereto acknowledge that they have thoroughly read this Contract, including any exhibits or attachments hereto and have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein.

F. Clear Title.

The Authority covenants that at the granting and delivery of this Contract, it has the right and authority to lease or assign the Premises to the Contractor as set forth in this Contract.

G. Assignment.

The Contractor is strictly prohibited from assigning this Contract.


H. Binding Effect.

The terms, conditions, and covenants of this Contract shall inure to the benefit of, and be binding upon, the parties hereto.

I. Modifications.

This Contract may be modified in writing by mutual agreement of the Contractor and the Authority. Modifications beyond the scope of the original Contract may require approval of the Authority’s Board of Directors.

J. Governing Law.

The Contract will be interpreted according to the laws of the United States Virgin Islands.

K. Prohibition.

Against Board or Staff Member Participation. No member of the Authority’s Governing Board or staff member shall be admitted to any share or part of this Contract or to any benefit that may arise therefrom.


IN WITNESS WHEREOF, the Parties hereto have executed this Contract as of

____________ . WITNESSES VIRGIN ISLANDS PORT AUTHORITY __________________________ _____________________________

_____________________ Executive Director

__________________________ WITNESSES CONTRACTOR ________________________ ______________________________ By: [Name] [Position} APPROVAL FOR LEGAL SUFFICIENCY: _________________________________ Dated: _________________ By: Legal Counsel Virgin Islands Port Authority APPROVED: _________________________________ Dated: _________________ By: Chairman, Governing Board Virgin Islands Port Authority


APPROVED: _________________________________ Dated: _________________

John P. deJongh, Jr. Governor of the V.I.

APPROVED: _________________________________ Dated: _________________

Ronald E. Russell President, 29th V. I. Legislature


ACKNOWLEDGMENT

On this _____ day of ________________, 2012, before me the undersigned

officer, personally came and appeared __________________, who acknowledged

himself to be the EXECUTIVE DIRECTOR of the VIRGIN ISLANDS PORT AUTHORITY, and

as such, being authorized so to do, executed the foregoing instrument for the purposes

therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

_________________________________ NOTARY PUBLIC My Commission Expires _____________________

ACKNOWLEDGMENT On this _____ day of ________________, 2012, before me the undersigned

officer, personally came and appeared _________________, who acknowledged

____self to be the _______________ (position) of [CONTRACTOR], and as such, being

authorized so to do, executed the foregoing instrument for the purposes therein

contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

_________________________________ NOTARY PUBLIC My Commission Expires _____________________


CORPORATE RESOLUTIONS & CERTIFICATE OF INCUMBENCY

[CONTRACTOR]

I, ______________________, Secretary of [Contractor] (hereinafter called the

“Company”), a U.S. Virgin Islands corporation, do hereby certify that the following is a

true and correct copy of resolutions duly adopted by the Board of Directors of the

Company at a meeting thereof duly called and held on __________________________,

at which a quorum was present and acting throughout:

RESOLVED, that this Company enter into a Concession Contract

with the Virgin Islands Port Authority, respecting the premises at the Cyril

E. King Airport, Estate Lindbergh Bay, St. Thomas, VI, which premises are

more particularly described in the aforesaid lease; and be it further

RESOLVED, that the form of the aforementioned Lease Amendment

as submitted to this meeting be and the same hereby is approved and that

the president of the Company be and he hereby is authorized and directed

to execute and deliver to the Virgin Islands Port Authority the Lease

Agreement substantially in the form presented to and approved at this

meeting, with such changes therein as may be approved by the officer of

this Company executing the same, his execution thereof to be conclusive

evidence of such approval; and be it further

RESOLVED, that the president of this Company be and he hereby is

authorized and directed to do and perform all such acts and things and to


sign all such documents and certificates and to take all such other steps as

may be necessary or advisable and convenient and proper to carry out the

intent of the foregoing resolutions and fully to perform the provisions of

said Lease Amendment.

And I do further certify that said resolutions have not been in anywise revoked,

amended, annulled or rescinded and that the same are in full force and effect and that

the instrument annexed hereto is a true and correct copy of the form of the Lease

Amendment submitted to and approved at said meeting,

And I do further certify that the officers of the Company as of the date of these

presents following:

President __________________________________

Vice President __________________________________

Secretary __________________________________

Treasurer __________________________________

WITNESS my hand and seal of the Company this ________ day of

___________________ 2012.

__________________________ Secretary (Corporate Seal)