1
EX-10.18
CONCESSION CONTRACT
CONCESSION CONTRACT
BETWEEN
METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
AND
WASHINGTON SHUTTLE, INC.
TO OPERATE A DOOR-TO-DOOR/SHARED RIDE CONCESSION AT
WASHINGTON NATIONAL AIRPORT AND
WASHINGTON DULLES INTERNATIONAL AIRPORT
CONTRACT NO. MWAA-C3-96-O1
2
INDEX
Article Page
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I. Operating Period 1
II. Facilities and Premises 2
III. Scope of Services 3
IV. Operational Requirements 5
V. Obligations of the Authority 15
VI. Financial Consideration 16
VII. Performance Guarantee 19
VIII. Indemnification and Insurance 20
IX. Quality of Performance and Liquidated Damages 21
X. Notices 22
XI. Trademarks, Service Marks, and Logos 23
XII. Scrip Reimbursement 24
XIII. Standard Provisions 24
EXHIBITS
A Premises Exhibits
B Sections of Contractor's Proposal
C Vehicle Markings
D Money Transfer Agreement
E Certified Statement
F Trademarks
G List of Hotels
ATTACHMENTS
1 Standard Provisions for Concession Contracts
3
METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
CONTRACT NO. MWAA-C3-96-O1
TO OPERATE A DOOR-TO-DOOR/SHARED RIDE CONCESSION AT
WASHINGTON NATIONAL AIRPORT AND
WASHINGTON DULLES INTERNATIONAL AIRPORT
THIS CONCESSION CONTRACT (hereinafter referred to as "Contract"), made and
entered into this second day of February 1996, by and between Washington
Shuttle, Inc., whose address is 3251 Washington Blvd., Arlington, Virginia,
22201, a corporation organized and existing under and by virtue of the laws of
Virginia, (hereinafter referred to as the "Contractor") and THE METROPOLITAN
WASHINGTON AIRPORTS AUTHORITY, 44 Canal Center Plaza, Alexandria, Virginia
22314, (hereinafter referred to as the "Authority")
W I T N E S S E T H :
WHEREAS, the Authority operates Washington National Airport and Washington
Dulles International Airport (hereinafter referred to collectively as "the
Airports") under the "Metropolitan Washington Airports Act of 1986"; and,
WHEREAS, the Authority has determined that the conduct of an exclusive
Door-to-Door/Shared Ride service operated under the Washington Flyer trademark
from, to, and on the Airports is essential and appropriate to the effective
operation of the Airports; and,
WHEREAS, the Authority wishes to assure that a safe, efficient service of
high quality is available at the Airports at all times for the benefit and
convenience of airline passengers and other visitors; and,
WHEREAS, the Contractor has submitted a proposal in response to the
Authority's public solicitation, Request for Proposals No. MWAA-R3-95-03, and
the Operations Committee of the Board of Directors of the Authority has approved
the selection of the Contractor's proposal and directed the General Manager to
enter into a contract with the Contractor on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, the Parties hereto, for and in consideration of the fees
and covenants, agree as follows:
ARTICLE I. OPERATING PERIOD
A. Period of Contract: The Initial Period of this Contract shall commence as
of 12:01 AM on February 1, 1996, and end at 12:00 Midnight on April 30,
1996. The Operating Period of this Contract shall commence the date the
Contractor's equipment is available and operating authority has been
granted by the Virginia Department of Motor Vehicles,
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the Interstate Commerce Commission and the Washington Metropolitan Area
Transit Commission, or May 1, 1996, whichever shall first occur; provided,
however, that if the Contractor is unable to secure the appropriate
approvals prior to May 1, 1996 for reasons beyond the control of the
Contractor, the Authority and the Contractor shall agree upon a new start
date of the Operating Period. The Contract shall expire on April 30, 2001.
B. Contract Year: For the purpose of this Contract, "Contract Year" shall mean
the period of time beginning on the first day of the month in which the
Operating Period begins and ending on the last day of the month twelve
months later throughout the term of the Contract.
C. Option Years: The Authority, at its sole discretion, may extend the
Operating Period of this Contract by granting the Contractor one (1)
five-year option. The Authority shall notify the Contractor whether or not
it will grant an extension not later than one (1) year before the end of
the fifth Contract Year. The Authority may condition any extension upon
reaching a mutually acceptable agreement on changes to the terms and
conditions of this Contract, including payment to the Authority.
ARTICLE II. FACILITIES AND PREMISES
The Contractor shall be assigned the following premises on the Airports as shown
in Exhibit A in "as is" condition for the conduct of the Shared
Ride/Door-to-Door van service (hereafter referred to as "Shared Ride Service").
The Authority reserves the right to relocate the Contractor during the term of
the Contract to alternative facilities and premises upon thirty (30) days
advance written notice from the Authority to the Contractor. The Authority will
make best efforts to locate alternative facilities and premises that are
comparable to those being vacated by the Contractor. The Authority reserves the
right to expand or reduce the assigned facilities and premises upon thirty (30)
days advance written notice.
A. Premises
The Contractor will be granted the right to load and unload passengers
within specific areas at the Airports as identified in Exhibit A.
1. Future Premises:
a. Washington National Airport, Future Boarding Area: The Airport
shall provide boarding locations at the new North Terminal to be
designated prior to the opening of the terminal.
b. Washington Dulles International Airport, Future Boarding Area:
The Final Commercial Vehicle roadway will replace the Temporary
roadway
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during the summer of 1997. The Shared Ride service has been
tentatively assigned two boarding locations along the first
curbside, adjacent to the Main Terminal, between the two Ground
Transportation Centers. This assignment is subject to approval by
the Airport Manager.
c. Washington Dulles International Airport, Future Holding Area: The
Authority is currently reviewing vacant space along the West
Service Road for potential development of a commercial vehicle
holding area. If the Authority, at its sole option, chooses to
develop this area, it will accommodate Shared Ride vans, charter
buses, and other commercial vehicles.
2. Exclusive Use of Curbside: It is understood that the curbside space
assigned to the Contractor is for the exclusive use of the Contractor.
3. Fueling Station: An area immediately adjacent to the holding area at
Washington National Airport, as shown in Exhibit A, has been
identified for potential future development of a environmentally-
friendly fuel fueling station. In the event the Authority proceeds
with the development of an environmentally-friendly fuel fueling
station on this site, there may be some reduction of the Contractor's
holding area. The Authority will advise the Contractor in writing
thirty (30) days prior to any construction on this site. The Authority
is not obligated to provide the Contractor with substitute holding
area.
ARTICLE III. SCOPE OF SERVICES
A. This Contract grants the Contractor the exclusive right to operate a Shared
Ride service, (defined in Section IV (A) herein) from the Airports to
points within the Washington Metropolitan Area, according to the following
schedule. During the first Contract Year, the Contractor shall operate the
Shared Ride service, at a minimum, between Washington National Airport, the
Authority's Downtown Airports Terminal located at 1517 K Street, N.W,
Washington, D.C., and approximately seventy-five (75) hotels in the
Downtown Washington area, listed in Exhibit G. No later than the first day
of the second Contract Year, the Contractor shall provide the service from
Washington National Airport to all residential, business and government
addresses in the Washington Metropolitan Area. The Contractor may also
implement Shared Ride service from Washington Dulles International Airport
on the first day of the second Contract Year, and must provide this service
from Dulles Airport to all residential, business and government addresses
in the Washington Metropolitan area by the last day of the second Contract
Year. The Washington Metropolitan Area is defined as the District of
Columbia; the Maryland counties of Montgomery, Prince George's and Charles;
the Virginia counties of Arlington, Fairfax, Loudoun and Prince William;
and the Virginia independent cities of Alexandria, Fairfax,
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Falls Church, Herndon, Manassas and Manassas Park. Shared Ride service is
to be provided to patrons upon demand by the patron. Service is to be
provided, in a timely manner, in vans to patrons travelling to the same or
similar destinations. This exclusive right is subject to the following
limitations:
1. Shared Ride service may be provided to and from the Airports by
persons or entities other than the Contractor to the extent such
service is permitted by the Metropolitan Washington Airports
Regulations, as may be amended from time to time. The Authority's
regulations allow passengers to be dropped off at the Airport by
vehicles other than the Contractor's, but prohibit passenger pick-up
by non-Contractor vehicles unless such service has been prearranged by
the passenger and the operator of the non-Contractor vehicle, and the
operator of the non-Contractor service has a record of the name of the
person to be picked up, the point of pick-up and the time the request
was made. The Authority agrees to use its best efforts to enforce
these regulations.
2. Motels, hotels, rental car companies, parking operators and similar
establishments may provide "courtesy" transportation to and from the
Airports for their patrons.
3. The Authority shall have the right to provide or to enter into
contracts with others for the right to provide ground transportation
services other than Shared Ride services, such as, but not restricted
to: limousine and executive sedan services, taxicab service, and motor
coach service on a scheduled, unscheduled, regular route or irregular
route basis. For example, the Authority has granted a third party the
exclusive right to manage and dispatch taxi service at Washington
Dulles International Airport.
B. The Contractor may, at its discretion, provide Shared Ride service to the
Airports from points in the Metropolitan Washington Area for persons in
need of such service, subject to all laws and regulations enacted by the
governmental authorities with jurisdiction over such service. The Authority
will use its best efforts to assist the Contractor in obtaining rights from
other jurisdictions to pick up passengers for transport to the Airports.
C. In the event that the Contractor is unable to provide the level of service
required herein because of the general non-availability of fuel supplies,
the failure to provide the service required by this Contract shall not be
considered a default under Article IX., of the Standard Provisions attached
hereto. Under such circumstances, the Authority reserves the right to
contract with others to provide temporary transportation service to and
from the Airports throughout the term of the Contract, until such time as
the Contractor notifies the Authority of its ability to resume service in
accordance with the provisions of the Contract.
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ARTICLE IV. OPERATIONAL REQUIREMENTS
A. Service.
1. The Contractor shall establish and operate at Washington National and
Washington Dulles International Airports an exclusive Shared Ride
service, affiliated with the Washington Flyer transportation system,
to transport passengers to and from the Airports, the Downtown
Airports Terminal, and other points within the Washington Metropolitan
Area, as defined in Article III.A. This service shall be operated in a
manner consistent with the provisions of this Contract, and that will
meet the transportation needs of all passengers and accompanying
baggage at the Airports terminal buildings and the Airport's fixed
base operator facilities.
Shared ride service is defined as a service in which passengers will
share vans with other passengers travelling between the Airports and
the same or proximate locations. Each van operated in the Shared Ride
service may make up to three stops when travelling to or from the
Airports, unless one of the following three circumstances, as
described in the Contractor's proposal (Exhibit B), applies,
permitting more than three stops to be made:
a. A travel emergency may only be declared by the Contractor's
Operations Manager and is defined to include such occurrences as
a natural disaster or extremely inclement weather conditions that
result in extraordinary travel conditions, or a special event
that results in road restrictions and closures (e.g.,
Presidential Inaugurations).
b. Holiday restrictions are defined as those holiday periods of
extraordinarily high transportation demand (e.g. Thanksgiving and
Christmas) that necessitate the addition of extra stops to
accommodate an increased number of service requests.
c. Express Areas are defined as clearly delineated, published areas
in which the Contractor has determined that customary passenger
density is so high that the occurrence of more than three stops
within close proximity would not likely increase the average
amount of time the passenger would spend in the van, as compared
to a Shared Ride van making three stops outside the Express Area.
The Contractor shall provide the Authority with a detailed
description of its proposed Express Areas as part of its
Operations and Procedures Manual.
2. The Contractor shall conduct its activities under the Contract in a
manner which is at all times consistent with the laws and regulations
enacted by any
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governmental authority having jurisdiction over its operations and
shall possess all required permits and licenses. Copies of said
permits and licenses shall be provided by the Contractor to the
Authority upon request.
3. To ensure a high level of customer service, the Contractor shall,
during the term of the Contract, at its own cost and expense:
a. Establish and operate an automated Shared Ride dispatch and
control system using personnel who are thoroughly trained to
provide for the effective and efficient movement and utilization
of vehicles and personnel. Within thirty (30) days after the
commencement date of the Initial Period of the Contract, the
Contractor must provide to the Authority a full and complete
Operations and Procedures Manual for the central automated
dispatch and control system, describing current capabilities and
limitations and potential for growth. Backup systems and
emergency procedures to be followed in the event of primary
system failure must also be described. The system must provide
for rapid reservations and ticketing from all non-Airport points
of origin including, but not limited to, hotels, convention
centers, and residences within the Washington Metropolitan Area.
The Operations and Procedures Manual may be updated by the
Contractor as necessary. Any updates to this Manual shall be
provided to the Authority prior to their implementation.
b. Acquire, install and operate a dedicated frequency by which to
maintain radio contact between the Contractor's central dispatch
system, its (curbside) Guest Coordinators and all of its van
operators in the Washington Metropolitan Area. The Contractor's
telephone reservation and dispatching location shall be operated
twenty-four (24) hours daily.
c. Equip Guest Coordinators with communications equipment
specifically allowing them to maintain radio contact with the
vehicle holding area and thereby provide an efficient flow of
vehicles between the holding areas and the loading areas.
d. Guest Coordinators shall assist all passengers as needed,
including the physically disabled, assign passengers to vehicles,
and coordinate the vehicle flow between the holding and loading
areas. The guest coordinators shall be courteous and helpful and
shall at all times conduct themselves in a manner which reflects
positively upon the Contractor and the Authority.
e. Require that the operators of all vans used to provide passenger
service to
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and from the Airports load and unload passenger baggage at curb
side promptly, carefully, courteously and efficiently, exercising
reasonable control over baggage to prevent its theft or loss.
Require that the operators of all vehicles conduct themselves in
a courteous manner to passengers during each trip.
f. Provide, throughout the term of this Contract, the full-time and
part-time staffing as shown in Exhibit B of this Contract. The
Contractor's staffing may be reduced only after the Contractor
receives written approval of such reduction from the Authority.
The names of all management staff shall be provided to the
Authority. The Contractor shall notify the Authority in writing
of any changes in management personnel and schedules. The
Operations Manager(s) shall maintain office hours at least eight
hours daily, Monday through Friday, excluding holidays. The
Contractor shall provide the Authority with the name and phone
number of the Operations Manager or other supervisory employee
who can be contacted by the Authority in the event of an
emergency.
g. Promptly and courteously respond to, and resolve to the extent
possible, customer complaints made directly to the Contractor by
the customer or made to the Authority and referred by the
Authority to the Contractor. A record of all such complaints
shall be maintained by the Contractor throughout the term of this
Contract. The Contractor shall within three (3) calendar days of
the date in which a written complaint is first received, either
as a passenger complaint referred by the Authority or as a
complaint made directly to the Contractor, make an appropriate
written response to the customer. If further action on the
complaint is required, the initial response may consist of an
acknowledgment of the complaint and a statement of further action
or investigation to be taken by the Contractor. When such further
action or investigation is complete, a follow-up response will be
sent to the customer. Customer complaints which are received by
telephone are to be responded to immediately by telephone and, if
appropriate, in writing. The Contractor shall submit to the
Authority a copy of each complaint report prepared by the
Contractor and the Contractor's written response to or record of
telephone discussions with the customer to resolve such
complaints. The Contractor shall also provide a copy of its
procedures for handling customer complaints to the Authority for
approval within thirty (30) days after the commencement of the
Contract.
h. Implement the process contained in the Contractor's proposal,
Exhibit B, to inspect all vans prior to their departure to (he
loading areas. The
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Contractor shall, daily: 1) perform such inspections in
accordance with the inspection procedures outlined in Exhibit B,
2) record in writing vehicle and driver deficiencies and
establish a reasonable period of time for the resolution of said
deficiencies, 3) remove from service any van not meeting the
minimum standards required in this Contract, and 4) require that
the operators of all vehicles maintain a neat and clean
appearance at all times while on duty.
i. Establish a notification form which will list all Authority rules
and regulations applicable to operating vehicles on the Airports.
The purpose of this form is to ensure formal notification to each
driver of the applicable rules and regulations governing the
right to operate a vehicle on the Airports. The Contractor shall
provide a copy of the form to the Authority. Copies of all
Authority regulations will be provided to the Contractor prior to
commencement of operations.
j. Ensure that all drivers have a current, valid operator's permit
or license authorizing the operation of a "for hire" vehicle at
all times while providing service under the terms of the
Contract.
k. Assure that all of its drivers obtain and at all times carry in
their vehicles comprehensive road maps of the following areas:
the District of Columbia; the Maryland counties of Montgomery,
Prince George's and Charles; the Virginia counties of Arlington,
Fairfax, Loudoun and Prince William; the Cities of Alexandria,
Fairfax, Manassas, Falls Church, Herndon and Manassas Park; the
State of Maryland and the Commonwealth of Virginia.
1. Establish and implement a training program, as described in
Exhibit B, for all drivers which will assure that the drivers
are:
(1) Familiar with locations of streets, hotels/motels and other
locations within the Washington Metropolitan Area.
(2) Capable of, and have demonstrated to the Contractor, an
ability to read and find locations within the Washington
Metropolitan Area on maps of these areas and that the
drivers readily comprehend and can follow oral directions to
a destination.
(3) Thoroughly versed in the Contractor's policies regarding
service standards, handling of customer complaints,
ticketing procedures and other areas of daily operation.
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m. Be responsible for all matters of personnel and contract
administration necessary to conduct said Shared Ride service in
an efficient manner.
n. Provide an itemized monthly report showing the actual number of
outbound and inbound trips and passengers for each day during the
month. This report shall be forwarded to the Airport Managers,
with a copy provided to the Manager, Commercial Programs, within
fifteen (15) days after the end of each calendar month. The
Authority reserves the right to require the Contractor to submit
any additional reports or data on the Shared Ride service as the
Authority shall specify from time to time. The Contractor shall
also cooperate fully with any survey of Shared Ride service
conducted by the Authority.
4. The Contractor shall develop a written procedure to suspend a driver
for failure to obey the orders of the guest coordinator or for a
serious violation of the motor vehicle laws and regulations of any
jurisdiction, including the Authority, while transporting passengers
to or from the Airports. This procedure shall be detailed in the
Contractor's Operations and Procedures Manual. The Contractor shall
further advise the drivers that the Authority may suspend a driver's
right to operate on the Airports or take other action against a driver
for violation of the Metropolitan Washington Airports Regulations.
5. The Authority shall have the right to inspect all operating and
financial records relating to the Shared Ride service and such records
shall be made available to the Authority upon the request of the
Authority during normal hours of business operation.
6. The Contractor shall not engage in any other business activities at
the Airports without the specific written approval of the Authority.
7. The Contractor shall provide the Authority with its proposed schedule
of fares within thirty (30) days of the commencement of the Initial
Period of this contract. The Contractor shall obtain all necessary
approvals for the said fares from State and local governmental
entities having jurisdiction over the fares. The fares proposed by the
Contractor, and any changes thereto, shall be mutually agreeable to
the Contractor and the Authority. Any proposed changes to the schedule
of fares shall first be approved by the Authority prior to seeking
approval from the applicable governmental entities. The Authority's
approval of fare changes shall not be unreasonably withheld or delayed
for more than thirty (30) days.
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B. Frequency and Type of Service from Airports.
The Contractor must provide Shared Ride service to and from the Airports on
an "on demand" basis seven (7) days per week as follows:
1. Between the hours of 6:00 a.m. and 12 midnight, and for any regularly
scheduled flights arriving between 12 midnight and 6:00 a.m., "on
demand" service shall be defined as service not to exceed ten (10)
minutes waiting time of a passenger's request for transportation
service, regardless of the number of other persons requiring the same
service to the designated locations at the same time and shall be
subject to fleet availability in accordance with the Contractor's
proposal as shown in Exhibit B. Reasonable allowances will be made for
unanticipated traffic conditions and weather problems beyond the
control of the Contractor.
2. Except as provided in the preceding paragraph, between the hours of 12
midnight and 6:00 a.m. each day seven (7) days per week, the
Contractor shall provide service from the Airports on an "on demand"
basis within thirty (30) minutes of a passenger's request for
transportation service and shall be subject to fleet availability in
accordance with the Contractor's proposal as shown in Exhibit B.
Reasonable allowances will be made for unanticipated traffic
conditions and weather problems beyond the control of the Contractor.
3. The Contractor's service response time shall be defined as the time
elapsing between the time of the initial passenger demand to the
Contractor for service to the time the van departs the Airport
curbside. Dispatch personnel shall maintain a daily liaison with the
Airports' Operations Offices and the airlines regarding schedule
changes, late flight operations, diversions, or other changes which
shall require additional transportation services. Trips departing the
Airports must leave the curbside upon loading within the service
response time, and may not re-cycle through the Airports before
proceeding with their outbound trips.
4. The Contractor shall assume responsibility for providing shared ride
service that is currently operated by the Washington Flyer Express bus
between National Airport, the Downtown Airports Terminal and hotels
downtown. The Contractor shall operate this service on a demand basis.
Washington Flyer Express bus service from National Airport to points
other than Washington Dulles International Airport shall be
discontinued as Shared Ride service begins.
C. Passenger Information.
The Contractor shall place in each van in a location where they may be
easily and clearly read by passengers: 1) a description of the rates, 2)
the approximate fares to the most
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frequently requested locations, and 3) the driver's name and photo. The
Authority reserves the right to direct the Contractor to alter the display
of such information within each vehicle.
D. Equipment.
1. The Contractor shall furnish the type, quantity, and quality of vans
necessary to provide a high quality service capable of meeting the
requirements of all airline passengers and their accompanying baggage,
maintained in proper working order at all times to adequately provide
for the safety and comfort of passengers. Vans shall be obtained by
the Contractor directly through lease or purchase, or indirectly
through subcontract or other arrangements with van owner/operators, or
through a combination of lease, purchase, or subcontract arrangements.
Upon commencement of the Operating Period, the Contractor shall
provide, at a minimum, the number of full-size vans projected in its
proposal, as shown in Exhibit B.
2. The Contractor is required to operate vehicles which utilize
environmentally-friendly, clean-burning fuels (such as, compressed
natural gas, propane, bio-fuels, electricity, etc.). In the event that
the Contractor chooses to utilize vans which operate on compressed
natural gas, it shall have the option of utilizing bi-fueled vehicles
until such time as compressed natural gas fueling is made available on
or adjacent to the Airports.
3. All vans acquired at the outset of the Contract or added during the
term of the Contract shall be new, full-size vans as approved by the
Authority, and unless otherwise agreed by the Authority, shall be used
for a period not to exceed four (4) years beyond the date the vehicle
was titled new. A new vehicle shall be a vehicle that is titled new
and is i) strictly new or ii) a dealer demonstrator model having no
more than 12,000 miles. Vans shall not have been previously owned by a
federal, state or local government or by a company in the business of
leasing vehicles.
4. The Contractor shall provide a vehicle replacement plan to the
Authority prior to its first scheduled replacement of vehicles. The
Authority shall meet with the Contractor to review vehicle replacement
needs, and agrees to give reasonable consideration to the Contractor's
suggested replacement schedule.
If, at any time during the term of the Contract, the Authority, based
on its own observations of frequent and recurring public demand, or of
service response times which do not meet the minimum service
requirements as defined in Article IV.B., herein, determines that the
number of vans is inadequate, it may upon written
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notice, require the Contractor to place a reasonable number of
additional vans into service in order to meet the service standards of
the Contract. Such additional vehicles shall be placed into service by
the Contractor within sixty (60) days of the Authority's written
request, subject to market conditions and availability of vehicles.
5. Each van shall be numbered so that they begin with the number 001 and
run through the actual number of vans placed in operation by the
Contractor. Vans shall retain their existing fleet dispatch numbers
until the vehicle is retired.
6. The following vehicle records and reports shall be maintained and
provided to the Authority by the Contractor:
a. In order to adhere to the replacement schedule, the Contractor
shall maintain accurate records on all vans in service as to
mileage, and the day, month, and year each van was titled new.
Such documentation shall be made available to the Authority
within ten (10) business days from date of request
b. The Contractor shall submit a list to the Authority of vans which
are initially proposed to be put into service. This list shall be
submitted within thirty (30) days after the commencement date of
the Operating Period of the Contract and shall include the
vehicle make and model, mileage and the day, month and year each
vehicle was titled new, fleet dispatch number assigned each
vehicle, and the vehicle license number. The Contractor shall
update this list as necessary and provide a copy to the
Authority.
c. On February 1, June 1, and October 1 of each year, and at other
times upon request by the Authority, the Contractor shall submit
to the Authority a list of the vans in service. This inventory
shall include the make, model, and manufacturer's model year,
year titled new, fleet dispatch number assigned, and the vehicle
license number. A vehicle mileage report shall be provided on
October 1 of each year.
7. The Contractor shall clearly mark and paint Shared Ride vehicles with
manufacturer's standard paint or equal, in accordance with color and
design specifications approved in writing by the Authority. All
vehicles shall be identically painted and permanently marked as
described in Exhibit C.
8. At a minimum, all new Shared Ride vans shall be capable of carrying
eight (8) passengers, including the driver, and their baggage, and
should be equipped with the following: seat belts available for each
passenger; appropriate equipment to assist passengers in entering or
exiting the vans; a divider or restraint device
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between the last passenger seating row and the baggage area of the van
to protect passengers from shifting luggage; and factory-installed
heating and air conditioning.
9. During the term of the Contract, the Authority reserves the right, as
an additional revenue control and identification requirement, to have
each Shared Ride vehicle ouffitted with an automated vehicle tracking
device. The Authority shall be responsible for the acquisition costs
of the automated vehicle tracking devices and the Contractor shall be
responsible for any costs associated with installing the automated
vehicle tracking devices in its Shared Ride vehicles. The Authority
shall provide the Contractor with sixty (60) days written notice prior
to the date upon which the devices will be available for installation.
If such an automated vehicle tracking device is requested, the
Authority shall provide written specifications and other information
to the Contractor, sufficient to permit the Contractor to install and
operate the device. Output of the automated vehicle tracking device,
in relationship to the Shared Ride service, shall be made available to
the Contractor.
10. The Contractor shall provide for the thorough cleaning, washing and
maintenance of the interior and exterior of all Shared Ride vehicles
and equipment. Cleaning, fueling and maintenance shall be accomplished
prior to commencing service each day and as necessary throughout the
day.
11. The Contractor shall ensure that all vans and other equipment used in
the Shared Ride operation are maintained in safe and satisfactory
working condition. The interiors and exteriors of all vans shall be
maintained in good condition. If the Authority, in its sole judgment,
finds that any van is not 1) in a safe and satisfactory working
condition, or 2) is not being maintained in a neat and clean condition
throughout each day, the Contractor shall immediately remove such a
vehicle from service and correct the condition or replace it.
12. The Contractor is required to comply with the Americans with
Disabilities Act (ADA) and the federal regulations implementing ADA.
The service provided by the Contractor to disabled passengers,
including wheelchair users, shall be equivalent to that provided
non-disabled passengers with respect to: 1) response time; 2) fares;
3) geographic area of service; 4) hours and days of service; 5)
availability of information; 6) reservations capability; 7) any
constraints on capacity or service availability; and, 8) restrictions
priorities based on trip purpose.
13. The Contractor shall provide, or subcontract for, a twenty-four (24)
hour on-call tow truck service to assist any shared ride vehicle that
becomes disabled within the Metropolitan Washington SMSA.
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E. Employee Uniform Requirements:
The Contractor shall require that uniforms are to be worn by all guest
coordinators, drivers and supervisors. The Contractor's uniforms shown in
its proposal are approved. Any modification of the approved uniforms shall
be subject to approval by the Authority.
1. The Contractor shall provide each employee with a name plate
containing engraved Washington Flyer logo and employee name/title to
be affixed to the upper left pocket area of each uniform and at
approximately the same location on each outer garment as specified by
the Authority.
2. The Contractor shall establish and maintain an employee uniform
appearance standard that meets the Authority's specifications. All
employees must wear the appropriate uniforms and must maintain a neat
and clean appearance at all times while on duty as a condition to
their employment. The Contractor shall establish employee appearance
standards which include, but are not limited to: prohibiting the
wearing of headphones, the wearing of hats not part of the uniform,
the chewing of gum, or the use of tobacco products while on duty.
3. The Contractor shall provide adequate supplies of uniform clothing to
be available for new issue and reissue to employees during the period
of the Contract. The Contractor shall insure that exact color, fabric,
and style specifications remain consistent with all employees during
the operating period of this Contract.
F. Marketing Requirements:
1. The Contractor shall provide the Manager of the Washington Flyer
Ground Transportation System with an annual marketing and promotion
plan consistent with that described in its proposal, Exhibit B, in
order to coordinate marketing activities among the participants in the
System. In addition, the Contractor shall meet with the Manager of the
Washington Flyer Ground Transportation System on a quarterly basis to
summarize results of marketing activities for the previous ninety
days.
2. Any advertising upon or within the Contractor's Shared Ride vehicles
shall not be permitted without the prior written approval of the
Manager of the Washington Flyer Ground Transportation System.
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ARTICLE V OBLIGATIONS OF THE AUTHORITY
A. Collection of Shared Ride Fares.
Fare collection at the Airports and at the Downtown Airports Terminal shall
be the responsibility of the Authority and will be accomplished through the
use of a separate contract issued by the Authority for ticketing services
for the Washington Flyer Ground Transportation System. The Authority will
use its best efforts to provide a level of staffing, to be mutually agreed
upon by the Authority and the Contractor, at ticket sales locations that is
appropriate to the level of passenger traffic anticipated and that is
consistent with quality passenger service. Revenues from Shared Ride ticket
sales collected at the Airports and the Downtown Terminal, as well as
points of other origin, shall be reported to the Contractor on a periodic
basis to be mutually agreed upon by the Contractor and the Authority.
1. National Airport: Ticket sales at Washington National Airport will be
conducted initially at Washington Flyer counter locations in the
Interim Terminal (in the bag claim area), and in the Main Terminal (at
the north end in the United Terminal, and in the south end in the
Northwest Terminal). When the new North Terminal opens, ticket sales
will be conducted at two the Ground Transportation Information Centers
(GTICs) at the bag claim level, at three ticket sales podiums located
at the north, center and south ends of the bag claim level, and at a
location in the Main Terminal proximate to passenger traffic (to be
determined by the Authority after final airline space assignments have
been made).
2. Washington Dulles International Airport: Ticket sales at Washington
Dulles International Airport will be conducted at Washington Flyer
counter locations in the East and West Ground Transportation Centers
within the Main Terminal.
B. Washington Flyer Ground Transportation System Marketing: The Authority
shall include the Shared Ride service in its efforts to market the
Washington Flyer Ground Transportation system, and shall use its best
efforts to incorporate input from the Contractor in the development of the
Washington Flyer annual marketing plan. The Authority's marketing program
currently includes, but is not limited to, preparation and distribution of
promotional materials, as well as participation in tourism and travel trade
shows.
C. Interactive Video System: The Authority currently employs a program of
general passenger information presented via interactive video kiosks.
Airport users can use the interactive video kiosks to obtain information
about the Airports, the region, airport services and ground transportation
options. In addition to providing general information to passengers, the
kiosks will also offer the capability to pre-arrange services through a
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direct telephone link and credit card reader located at the kiosks.
The Authority agrees to limit the information provided on the kiosks
regarding competitors of the Shared Ride service to that typically found in
"Yellow Pages" (telephone directory-type) listings. The Authority shall
configure the interactive video kiosks such that passengers cannot use the
direct phone link or credit card reader to arrange ground transportation
services directly with Shared Ride providers other than the Contractor.
ARTICLE VI. FINANCIAL CONSIDERATION
In consideration of the rights and privileges to be granted to the Contractor by
the Authority, the Contractor shall pay to the Authority as compensation
therefor, during each Contract Year of the Contract, the following fees:
A. In addition to all other charges or costs required to be paid or borne by
the Contractor herein, the Contractor shall, during the term of the
Contract, pay the Authority the greater of the Minimum Annual Guarantee or
a Per Trip Fee, based on the number of vehicle trips departing from the
Airports. The fee shall be paid to the Authority in lawful currency of the
United States of America in the following manner:
1. Minimum Annual Guarantee: On the first day of each calendar month
during the Operating Period of this Contract, the Contractor shall pay
to the Authority, without demand or invoice by the Authority, an
amount equal to one twelfth of the Minimum Annual Guarantee due for
that Contract Year. The Minimum Annual Guarantee for each Contract
Year is as follows:
Amount Expressed Amount Expressed
Contract Year in Figures in Words
------------- ---------------- ----------------
First $150,000 One Hundred Fifty Thousand Dollars
Second $300,000 Three Hundred Thousand Dollars
Third $500,000 Five Hundred Thousand Dollars
Fourth $500,000 Five Hundred Thousand Dollars
Fifth $500,000 Five Hundred Thousand Dollars
TOTAL CONTRACT YEARS 1-5:
$1,950,000 One Million Nine Hundred Fifty Thousand Dollars
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2. Per Trio Fee: By no later than the 15th day after the beginning of
each calendar month during the Operating Period of this Contract and
the month after the expiration or termination of this Contract, the
Contractor shall pay to the Authority, without demand or invoice by
the Authority, a sum of money equivalent to the difference between the
Minimum Annual Guarantee paid for the prior month, and the Per Trip
Fee multiplied by the total number of outbound trips, from the
Airports, carrying at least one passenger, during the prior month. Per
Trip Fee payments shall be deemed delinquent if not received by the
twentieth calendar day of the month. The Per Trip Fee bid by the
Contractor is as follows:
Amount Expressed Amount Expressed
Contract Year in Figures in Words
------------- ---------------- ----------------
First $1.40 One Dollar and Forty Cents
Second $1.00 One Dollar and No Cents
Third $1.40 One Dollar and Forty Cents
Fourth $1.40 One Dollar and Forty Cents
Fifth $1.40 One Dollar and Forty Cents
The total number of outbound trips carrying at least one passenger
shall be reported by the Contractor in its monthly Certified
Statement, which shall be submitted with the Per Trip Fee payment by
the fifteenth day of each month. As a revenue control enhancement, the
Authority reserves the right to implement an Automatic Vehicle
Identification (AVI) system, as described in Article IVE.8, and to
require that the Contractor outfit each of its vehicles with an AVI
tracking device.
3. Transfer of Funds. Subject to periodic adjustment by the Authority,
the Authority or its agent shall transfer proceeds of tickets sold by
the Authority or the agent, after deductions for credit card fees, to
the Contractor's commercial bank account designated for this purpose,
at a frequency of no more than once per week. Said transfers may be
made at intervals greater than once per week if the parties mutually
agree upon a process under which the Authority would advance funds to
the Contractor and the advanced funds would subsequently be reconciled
against ticket sales proceeds. The agreement between the Authority and
the Contractor for the transfer of funds shall be detailed in Exhibit
D.
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4. Remittances. All remittances shall be made payable to the
"Metropolitan Washington Airports Authority", and be forwarded to:
Metropolitan Washington Airports Authority
P.O. Box 2143
Merrifield, Virginia 22116-2143
Attention: Accounting Branch
All payments must be accompanied by the itemized monthly statement
setting forth the purpose and period for which payment is being made.
The Authority reserves the right to implement procedures for
electronic funds transfer in place of direct remittances.
B. Itemized Certified Statement. By no later than the 15th day of the
following month, the Contractor shall provide to the Authority a monthly
statement showing its total Gross Receipts, the number of outbound and
inbound trips from the Shared Ride operation for the preceding month, and
the total number of inbound and outbound passengers, in such form and
detail which the Authority may reasonably request, including a level of
detail equivalent to the Contractor's own general ledger delineations. The
format of the Itemized Certified Statement to be submitted by the
Contractor is shown in Exhibit E attached hereto.
C. Annual Statement. Within ninety (90) days following the end of each
Contract Year, the Contractor, at its own cost and expense, shall provide
to the Authority schedules of Gross Receipts and concession fees paid for
the Contract Year. Said statement shall be prepared by an independent
certified public accountant (CPA). The statements shall also include a
statement by the independent CPA that, in his/her opinion, the schedules of
such receipts and fees have been prepared in accordance with GAAP and in
accordance with the terms and conditions of this Contract. Such statement
shall also contain a list of the vehicle trips, by month, as shown on the
books and records of the Contractor and which were used to compute the fees
paid to the Authority during the period covered by the Annual Statement.
The Authority reserves the right to approve the Contractor's selection of
the independent CPA, if the independent CPA is not an entity of national
repute. The Authority reserves the right to conduct its own audit of the
Contractor's Annual Statement, in addition to or in lieu of the CPA audit.
1. Additional Payment if Fees Underpaid. If the schedules provided by the
Contractor to the Authority pursuant to Article V.E. herein with
respect to any Contract Year indicate that the amount of Per Trip Fees
which the Contractor paid to the Authority with respect to such
Contract Year was less than the amount of Per Trip Fees due and owing
for such Contract Year under the terms of this Contract, then the
Contractor shall pay the difference to the Authority.
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2. Credit if Fees Overpaid. If the schedules provided by the Contractor
to the Authority pursuant to Article V.E., with respect to any
Contract Year indicate that the amount of Per Trip Fees which the
Contractor actually paid to the Authority with respect to such
Contract Year was greater than the amount of Per Trip Fees due and
owing for that Contract Year under the terms of this Contract, then
the amount of such excess shall be credited to the concession fees
next due and owing from the Contractor to the Authority, unless the
Contract has expired, in which event such amount shall be promptly
refunded to the Contractor by the Authority. Any such payments are
subject to final audit and reconciliation of payments due to the
Authority.
ARTICLE VII. PERFORMANCE GUARANTEE
A. The Contractor shall, at its own cost, deliver a performance guarantee to
the Authority within thirty (30) calendar days prior to the commencement of
the Operating Period of the Contract, in the amount of Seventy-Five
Thousand Dollars ($75,000). Contractor's proposal guarantee (a cashier's
check in the amount of $20,000) shall be held by the Authority as a
performance guarantee until the Authority receives the performance
guarantee specified in the preceding sentence.
B. This performance guarantee is required in order to guarantee performance of
the Contract by the Contractor and 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. The Contractor must ensure that the
performance guarantee is maintained at all times in the proper amount
throughout the term of the Contract.
C. The amount of said performance guarantee may be subject to adjustment at
the end of each Contract Year, to an amount equal to fifty percent (50%) of
the Minimum Guaranteed Rent for the next Contract Year.
D. The performance guarantee, at the option of the Contractor, may be in the
form of an irrevocable letter of credit from a bank (with a bank rating of
"B" or better by Sheshunoff Information Systems), or by a certified check,
cashier's check, or money order, acceptable to the Authority and made
payable to the Authority, which will be deposited into an Authority bank
account upon receipt. The performance guarantee may also be in the form of
a performance bond, issued by an insurance company that is acceptable to
the Authority.
E. If the Contractor fails to provide or maintain the performance guarantee in
effect at any time during the term of this Contract, the Contractor shall
be in default and the Contract may be terminated by the Authority.
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ARTICLE VIII. INDEMNIFICATION AND INSURANCE
A. The Contractor shall assume all risks incident to, or in connection with,
its operations under the Contract; shall be solely responsible for all
accidents or injuries to persons or property caused by its operations under
this Contract; and shall indemnify, defend, and save harmless the
Authority, its authorized agents and representatives, from any and all
claims, suits, losses, or damages, including attorney's fees, for injuries
to persons or property, of whatsoever kind or nature, arising from any act
or omission of the Contractor, its agents, employees, or customers.
B. Notwithstanding the above indemnification, the Contractor shall give the
Authority notice of any matter covered hereby and shall forward to the
Authority every demand, notice, summons, or other process received in any
claim or legal proceeding covered hereby. The Contractor shall provide and
maintain at its expense during the Operating Period, the following
insurance coverage from an insurance company or companies possessing a
rating of B+10 or higher from the A.M. Best Company or an equivalent
rating.
1. Workers Compensation and Employer's Liability: Virginia Statutory
Limits with All States Endorsement for Workers' Compensation and
$1,000,000 in Employers' Liability.
2. Commercial General Liability Insurance: $5,000,000 Combined Single
Limit for Bodily Injury and Property Damage per occurrence or
$3,000,000 Bodily Injury and $3,000,000 Property Damage. Coverage must
include Broad Form Contractual, Property Damage, Products-Completed
Operations, Personal Injury, Premises-Operations, Independent
Contractors and Subcontractors, and Fire Legal Liability.
3. Comprehensive Automobile Liability Insurance: $1,000,000 Combined
Single Limit for Bodily Injury and Property Damage per occurrence for
owned, non-owned, and hired vehicles.
C. Said policy or policies of insurance shall contain a provision that written
notice of cancellation, alteration, or any material change thereof shall be
delivered to the Authority not less than thirty (30) days in advance of the
effective date thereof, and in no event shall such policies be cancelled by
the Contractor without the Authority's prior written consent unless
equivalent replacement policies are then issued and available. All
policies, except Workers Compensation and Employer's Liability shall
identify the Authority, its agents, employees, and representatives and the
Contractor's leasehold mortgagee(s), if any, as additional insured in a
manner satisfactory to the Authority. Said policy shall cover only claims
arising from events addressed in the Contract.
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If, in the Authority's opinion, the minimum limits of the insurance herein
required have become inadequate during the term of the Contract, the
Contractor agrees that it will increase such minimum limits by reasonable
amounts on request of the Authority, provided that said coverage is
available at standard commercial rates.
D. The Contractor shall deliver each policy and certificate of required
coverage to the Authority for approval upon execution of the Contract.
Certificates shall be issued to:
For National Airport:
Contract Management Branch, MA-132
Metropolitan Washington Airports Authority
Washington National Airport
Washington, DC 20001
For Dulles Airport:
Contract Management Branch, MA-236
Metropolitan Washington Airports Authority
P.O. Box 17045
Washington Dulles International Airport
Washington, DC 20001
ARTICLE IX. QUALITY OF PERFORMANCE AND LIQUIDATED DAMAGES
The following provisions relate to the quality of the service that the Authority
expects to be provided to the public under the Contract. The Contractor agrees
that it is obligated to perform the following provisions, that nonperformance
denigrates the quality of the service, and therefore, is in violation of this
Contract, and that the amount of damages suffered by the Authority following
damages are a reasonable approximation of the Authority's actual damages. The
occurrence of any of the following situations may result in the imposition of
liquidated damages. The Authority will notify the Contractor within seven (7)
days following the incident if liquidated damages will be imposed for the
incident. Liquidated damages shall not be imposed for the first violation of
each type listed below observed by the Authority during each Contract Year; the
Contractor shall receive a written warning from the Authority instead. 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.
A. Guest Coordinator Performance and Shuttle Service. Between 6:00 a.m. and
Midnight, for each time that the Authority observes a passenger seeking to
board a shuttle at the dispatch area when the dispatch area is unattended,
the Contractor shall pay the Authority Fifteen Dollars ($15.00) in
liquidated damages. Each time that the Authority observes the
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frequency of shuffle service below the minimum service prescribed in
Article IV.B., herein, the Contractor shall pay the Authority a Fifteen
Dollar ($15.00) liquidated damage fee.
B. Vehicle Maintenance. Except in an emergency, the Contractor shall not allow
its drivers or its employees to perform maintenance to shuffles or private
vehicles, including washing, changing oil or filters, or making engine or
body repair on the Airports, unless specifically authorized by the
Authority. Also, overnight parking, and the storage of tires and automotive
parts, shall not be permitted. The Contractor shall take appropriate and
reasonable steps to prevent such practices from occurring. For each time in
which the Authority observes the Contractor's drivers and/or employees
performing any of the aforementioned maintenance or storage other than as
herein permitted, the Contractor shall pay the Authority One Hundred
Dollars ($100.00) in liquidated damages.
ARTICLE X. NOTICES
A. All notices, consents, and approvals required under the term 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:
For National Airport:
Airport Manager, MA-100
Metropolitan Washington Airports Authority
Washington National Airport
Washington, DC 20001
For Dulles Airport:
Airport Manager, MA-200
Metropolitan Washington Airports Authority
Washington Dulles International Airport
P.0. Box 17045
Washington, D.C. 20001
With a copy to:
Manager of Commercial Programs, MA-50
Metropolitan Washington Airports Authority
44 Canal Center Plaza
Alexandria, Virginia 22314
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or to such other address as the Authority may, from time to time,
designate in writing to the Contractor.
2. To the Contractor:
President
Washington Shuffle, Inc.
2100 Huntingdon Avenue
Baltimore, MD 21211
or other addressees as the Contractor may, from time to time,
designate by notice to the Authority.
B. The date of the notice, if mailed by certified mail, shall be the date in
which the notice is deposited in an office of the United States Postal
Service.
ARTICLE XI. TRADEMARKS, SERVICE MARKS, OR LOGOS
A. The Contractor acknowledges and agrees that the Authority is the sole and
lawful owner of certain trademarks, service marks and logos (the
"Proprietary Marks" and "Trade Dress"), including but not limited to
"Washington Flyer". The "Washington Flyer" trademark is shown in Exhibit F.
The Contractor is hereby authorized to use the mark "Washington Flyer" in
connection with its operations under the Contract. The Contractor agrees
not to infringe upon, harm or contest the rights of the Authority in and to
the use of these Proprietary Marks and Trade Dress. The Contractor further
recognizes that any and all goodwill arising from the use of the name
"Washington Flyer" inures to the benefit of the Authority and the
Contractor has no property right to said goodwill.
The Contractor further agrees that after termination or expiration of this
Contract, it will not directly or indirectly at any time or in any manner
identify any other business with the Washington Flyer Proprietary Marks or
Trade Dress; nor will it use, or attempt to influence others to use, in any
manner or for any purpose, any of the Proprietary marks or Trade Dress,
similar words or designations, or any colorable imitation thereof.
B. The Authority acknowledges and agrees that SuperShuttle International, Inc.
("SuperShuttle") is the sole and lawful owner of certain trademarks,
service marks and logos (the "Proprietary Marks" and "Trade Dress"),
including but not limited to "SuperShuttle". The "SuperShuttle" trademark
is shown in Exhibit F.
The Authority acknowledges that only SuperShuttle and its designated
licensees or franchisees shall have the right to use the SuperShuttle
Proprietary Marks and Trade Dress and that use of said Proprietary Marks
and Trade Dress is granted for only so long as the license granted to the
Contractor as a franchisee of SuperShuttle Franchise Corporation
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("License Agreement") remains in force, and only in connection with the
conduct of the SuperShuttle Transportation System. Therefore, the
Authority's non-exclusive right to use the trademark "SuperShuttle" is
derived solely from and subject to the terms and conditions of the
Contractor's License Agreement and this Contract. Such right is limited to
the Authority's operations of the Airports beginning with the effective
date of this Contract and for the Period of the Contract plus any Option
Years granted the Contractor under this Contract, unless sooner terminated
in accordance with the provisions of this Contract. The Authority agrees
not to infringe upon, harm, contest or oppose, nor to assist anyone else to
contest or oppose, directly or indirectly, the rights of the Contractor or
SuperShuttle in and to the use of these Proprietary Marks.
The Authority agrees that its usage of the Proprietary Marks and Trade
Dress and any goodwill established thereby shall inure to the exclusive
benefit of SuperShuttle. The Authority further agrees that after the
termination or expiration of this Contract, it will not directly or
indirectly at any time or in any manner identify any other business with
the SuperShuttle Proprietary Marks; nor will it use, or attempt to
influence others to use, in any manner or for any purpose, any of the
Proprietary Marks or Trade Dress, similar words or designations, or any
colorable imitation thereof.
C. Any other trademarks, service marks or logos created or developed or the
Shared Ride concession not utilizing any of the SuperShuttle Proprietary
Marks or Trade Dress shall be the property of the Authority.
ARTICLE XII. SCRIP REIMBURSEMENT
From time to time, the airlines serving the Airports may provide passengers with
Ground Transportation or Passenger Accommodation Vouchers ("scrip") for use on
Washington Flyer shuffles. The arrangements under which the Contractor receives
cash payments for scrip shall be between the Contractor and the individual
airline(s) issuing the scrip. The Contractor may stipulate reasonable terms and
conditions to the airlines serving the Airports regarding the acceptance, use
and payment of scrip including, but not limited to, the provision for
administrative handling fees and late charges for payments not received within a
thirty (30) day period.
ARTICLE XIII. STANDARD PROVISIONS FOR CONCESSION CONTRACTS
"Standard Provisions to Concession Contracts of the Metropolitan Washington
Airports Authority", dated March 1, 1994 (revised), is provided as attached,
incorporated and made a part of this Contract. In the event of a conflict
between the provisions of this Contract and the attached Standard Provisions,
the foregoing provisions of this Contract shall govern.
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IN WITNESS WHEREOF, the Parties hereto have executed this Contract in
counterparts effective February 1, 1996:
METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
WITNESS:
/s/ [ILLEGIBLE] /s/ CLYDE J. BINGMAN
- ------------------------------ --------------------------------------------
Clyde J. Bingman
Manager
Commercial Programs Division
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IN WITNESS WHEREOF, the Parties hereto have executed this Contract in
counterparts effective February 1, 1996:
WASHINGTON SHUTTLE, INC.
ATTEST:
/s/ [ILLEGIBLE] /s/ Mark L. Joseph
- ------------------------------ ------------------------------
(Name) Mark L. Joseph
[SEAL OF WASHINGTON SHUTTLE, INC.]
President
---------------------------------------------
(Title) (Seal)
SECRETARY'S CERTIFICATE
I, Neal C. Nichols, certify that I am Secretary of the corporation named as
Contractor herein, that Mark L. Joseph who signed this Contract on behalf of
said Contractor was then President of said corporation; that said Contract was
duly signed for and on behalf of said corporation by authority of its governing
body and is within the scope of its corporate powers.
[SEAL OF WASHINGTON SHUTTLE, INC.]
/s/ NEAL C. NICHOLS
------------------------------ (Corporate Seal)
(Secretary's Signature)
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