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EXHIBIT 10.24
NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN
THE CITY OF LOS ANGELES AND
TAMARACK TRANSPORTATION, INC.
COVERING CHARTER PARTY CARRIER
TRANSPORTATION SERVICES TO AND FROM LOS
ANGELES INTERNATIONAL AIRPORT
THIS LICENSE AGREEMENT, made and entered into this 23rd day of October,
1995 by and between the CITY OF LOS ANGELES, a municipal corporation
(hereinafter referred to as "City"), acting by order of and through its Board
of Airport Commissioners (hereinafter referred to as "Board"), and Tamarack
Transportation, Inc. (hereinafter referred to as "Licensee"),
W I T N E S S E T H
WHEREAS, City owns and operates Los Angeles International Airport
(hereinafter referred to as "Airport"), in the City of Los Angeles, State of
California; and
WHEREAS, Licensee is the holder of a Charter Party Carrier Permit issued
by the Public Utilities Commission of the State of California (hereinafter
referred to as "P.U.C."), authorizing Licensee to transport passengers to and
from Airport on a pre-arranged charter basis with charges assessed on a vehicle
mileage or time of use basis, or a combination of the two or the holder of
authority granted by the Interstate Commerce Commission (hereinafter referred
to as "I.C.C.") to conduct similar transportation activities; or the holder of
an auto-for-hire permit issued by the City Department of Transportation; and
WHEREAS, Licensee, desires to operate the previously described bus, van,
or limousine transportation service at Airport and to enter this License
Agreement with City in order to conduct such operations; and
WHEREAS, it is in the best interests of City and the traveling public to
make such services available;
NOW, THEREFORE, in consideration of the premises and of the covenants and
conditions hereinafter contained to be kept and performed by the parties
hereto, IT IS MUTUALLY AGREED AS FOLLOWS:
Sec. 1. Section Headings. The section headings appearing herein shall
not be deemed to govern, limit, modify or in any manner affect the scope,
meaning or intent of the provisions of this License Agreement.
Sec. 2. License. City gives Licensee, for the term and under the
conditions herein set forth, a non-exclusive license to transport passengers
and baggage by approved motor vehicles into and out of Airport in accordance
with Licensee's rights and duties under its P.U.C. Charter Party Carrier Permit.
Similar ?????
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federal authority or City Department of Transportation authority. This License
Agreement, however, shall not entitle Licensee to operate a package express
service at Airport by either picking up or delivering packages at terminals, or
to operate any vehicle at Airport with a driver or agent carrying a firearm on
the person or within said vehicle.
Licensee shall not pick up passengers at Airport without first obtaining a
valid trip ticket from the charter holding lot when said lot is open.
Sec. 3. Term. The term of this License Agreement shall be on a
month-to-month basis commencing October 31, 1995; subject however, to earlier
termination, or suspension, as provided herein.
Sec. 4. Compensation to City.
(a) License Fees. As consideration for City entering into this License
Agreement, Licensee shall pay to City a per trip fee from the transportation of
passengers from and/or originating from Airport, or the offering of same.
Vehicles will be divided into two size categories as follows: Class 1 vehicles,
those seating less than 25 passengers, will pay $1.50 per trip. Class 2
vehicles, those seating 25 or more passengers, will pay $2.25 per trip. City
reserves the right to adjust the amounts of the per-trip fee up to two times per
year. Crew transportation pickups for signatory air carriers are excluded from
paying the fee.
(b) "Trip" Defined. "Trip" shall, subject to exceptions hereinafter
stated, be defined as any scheduled or unscheduled departure from Airport by a
vehicle of Licensee, with or without passengers. "Trip" shall also be defined
to include each occasion that a vehicle of Licensee circles the Central
Terminal Area, or a part thereof, after two complete or partial circuits of
World Way. (Note: One upper level passenger drop off operation shall not be
considered in calculating the number of circuits.)
(c) Other Fees. In addition to the fees mentioned above, Licensee shall
also pay all other charges, penalties or fees occasioned by its operations or
activities on or about Airport.
(d) Monthly Reports. City reserves the right to require Licensee, on forms
designated or approved by City, to account to City's Landside Operations Bureau
on or before the tenth (10) day of each month of the term hereof for all trips
operated and passengers carried both into and out of Airport during the prior
calendar month. Licensee understands that said report forms may from time to
time be modified by City and hereby agrees to use the latest report forms made
available for reporting its trips and passengers.
Upon request of the Executive Director, Licensee shall furnish City with a
detailed income statement prepared at the close of Licensee's fiscal or calendar
year reflecting all business transacted by Licensee from the transportation of
passengers and/or baggage to or from Airport. If requested, said
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income statement shall be certified by Licensee's independent certified public
accountant.
(e) Los Angeles Business Office, Records Retention, Right to Inspect.
Licensee shall at all times during the term for this License Agreement maintain
and keep permanent books, ledgers, journals and other records wherein are kept
entries accurately reflecting all gross revenue derived from the charter party
carrier business transacted to or from Airport. In addition, Licensee shall
keep and maintain a daily record of all "trips" and the passenger counts and
fares collected from each trip both to and from Airport with supporting
verifiable document showing the driver's name, actual arrival and departure
trip times, registration number of vehicle, and reservation numbers.
Such books and records must be maintained and kept in a location within
Los Angeles, Orange, Ventura or San Bernardino County by Licensee. Licensee may
elect to maintain the required records at a location outside said counties,
however, in doing so, Licensee accepts responsibility for reimbursing City for
all travel and incidental expenses incurred in connection with each audit.
It is agreed that examinations of the books, ledgers, journals and
accounts of Licensee will be conducted in accordance with generally accepted
auditing standards applicable in such circumstances and that such, said
examinations do not require a detailed audit of all transactions. Testing and
sampling methods may be used by City to verify reports submitted by Licensee.
Deficiencies ascertained by the use of such testing and sampling methods, by
applying the percentage of error obtained from such testing and sampling to the
entire period of reporting under examination will be binding upon Licensee and
to that end shall be admissable in court to prove any amounts due City from
Licensee.
Sec. 5. Right of Ingress and Egress. City hereby grants full and free
right of ingress to and egress from Airport to Licensee, its employees,
passengers, guests, invitees, suppliers of materials and furnishers of service,
without charge, subject to the provisions of Section 8(b) hereinafter and
City's operating rules and regulations.
Sec. 6. Loading Area. Licensee shall have the right to pick up and
unload its passengers at Airport only at those locations allocated to Licensee
for such purpose. All loading and unloading zones and waiting areas are subject
to the approval of Executive Director. Licensee shall not park its vehicles on
any road in Airport except for such period of time as may be necessary for the
immediate loading and unloading of its passengers and their baggage.
Sec. 7. Use of Airport and Demised Premises. Licensee shall use Airport
only in connection with its transport business of operating passenger bus, van,
or limousine, or auto-for-hire services between Airport and such points as the
P.U.C., I.C.C., or D.O.I. whichever is applicable, shall only and
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regularly designate through the issuance of Certificates of Convenience and
Necessity or other approvals.
Licensee shall file with the Airport a copy of its current P.U.C., I.C.C.
or D.O.T. authority, whichever is applicable.
Licensee shall not use sound amplifying or public address equipment at
Airport unless such use and equipment are approved in writing by the Executive
Director.
Sec. 8. Authorized Vehicles. Licensee shall report to the Executive
Director, on forms provided for that purpose, the Vehicle Identification Number
("VIN"), license plate number, company identification number, vehicle type,
passenger capacity and proof of commercial registration for each of Licensee's
vehicles used in its operation at Airport. Upon receipt of the requisite
information and performance of all other conditions precedent contained in this
License Agreement, Executive Director may issue identification stickers or
decals which shall be attached to each authorized vehicle.
Except for luxury-type, sedan style limousines, all of Licensee's vehicles
operated at the Airport shall possess identical color schemes and markings, so
as to be readily identifiable as belonging to Licensee; shall display the name
of Licensee, or its "d.b.a.", on the front, rear and sides of each vehicle, in a
type style and size so as to be readily identifiable; shall possess Licensee's
company fleet vehicle identification number; and shall possess a vehicle
identification City sticker or decal permanently affixed as instructed by
Executive Director. Limousines shall have front and rear TCP numbers affixed per
P.U.C. rules.
Licensee shall file with City a description (either photographic or
otherwise) adequate to identify the color scheme and markings common to
Licensee's vehicles and distinguish them visually from vehicles used by another
operator.
Sec. 9. Restrictions and Regulations.
(a) Licensee agrees to abide by any and all: (1) applicable rules,
regulations, orders and restrictions which are not in force or which may be
hereafter adopted by city with respect to the operations of Airport; (2) orders,
directives or conditions issued, given or imposed by Executive Director with
respect to the use of roadways, driveways, curbs, sidewalks and parking areas in
and about said Airport; (3) applicable laws, ordinances, statutes, rules,
regulations or orders of any ordinances, statutes, rules, regulations or orders
of any governmental authority, federal, state or municipal, lawfully exercising
jurisdiction over the Airport or Licensee's occupation or use of Airport; and
(4) applicable rules and regulations of City related to commercial passenger
vehicles operating at airport referred to in Section 13 hereinafter.
Nothing herein contained shall be deemed to impair Licensee's right to
contest any such rules, regulations, orders, restrictions, directives or
conditions or the reasonableness thereof. City shall not be liable to Licensee
for any damage to or for any diminution or ???? of Licensee's rights.
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hereunder on account of the exercise of any such authority, or as may arise from
Airport development of operation during the term of this License, unless the
exercise thereof shall so interfere with Licensee's operations herein created as
to constitute a termination, in whole or in part, of this License Agreement by
operation of law.
(b) Subject to (d) below, Licensee, its employees, agents and
representatives shall not in any manner pay, extend or give any type of
consideration, compensation, gratuity or reward to any Airport skycap, porter,
starter, ticket or information booth person at Airport, or other curbside or
terminal person at Airport, unless the latter be a uniformed employee of
Licensee for which Worker's Compensation benefits are paid by Licensee and whose
presence and activities on Airport property are approved by Executive Director.
(c) City reserves the right to require Licensee's vehicles to stop at
designated locations or use designated entry or departure routes so that City
may inspect or count said vehicles and determine passenger loads.
The Executive Director is also authorized to establish and construct a
staging area for commercial vehicles providing ground transportation services.
The Executive Director is authorized to require that all vehicles not actively
loading or unloading passengers shall be parked in a City staging area and the
right to charge a fee for use of such staging area is hereby reserved. Use of
the staging area shall be limited to such times as the Executive Director may
allow.
(d) Nothing in this License Agreement shall be construed as authorizing
Licensee to place starters, skycaps, porters, booth personnel, agents, or other
personnel on the curbs, or sidewalks or in the terminals at Airport without
first having obtained the written consent of Executive Director or his
authorized representative.
(e) Licensee agrees to operate its vehicles at Airport only when a current
and valid Airport decal or sticker has been permanently affixed to the vehicle
in the appropriate location. Failure to have a current and valid decal affixed
on a vehicle while operating on Airport premises shall mean that Licensee does
not have City approval to operate said vehicle on Airport. Licensee understands
that under said circumstances the driver of the vehicle is subject to citation,
the vehicle is subject to impound, and Licensee may receive a suspension or
termination of operating rights on Airport. City reserves the right to
determine the frequency of and occasions when new or replacement decals or
stickers may be issued.
Sec. 10. ASSIGNMENTS. Licensee shall not in any manner, directly or
indirectly, by operation of law or otherwise, assign, hypothecate, transfer or
encumber this License Agreement, in whole or in part, without the prior written
consent of Board. Consent to one assignment, transfer or encumbrance shall not
be deemed to be a consent to any subsequent assignment, transfer or encumbrance.
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When the proper consent has been received, this License Agreement shall be
binding upon and shall inure to the benefit of the heirs, successors,
executors, administrators and assigns of the parties hereto.
Sec. 11. City Held Harmless. In addition to the provisions of Section 12
herein, Licensee shall defend and keep and hold City, including its Board,
officers, agents, servants and employees, harmless from any and all costs,
liability, damage or expense (including costs of suit and fees and reasonable
expenses of legal services) claimed by anyone by reason of injury to or death
of persons, or damage to or destruction of property, including property of
Licensee, sustained in, on or about the Airport arising out of Licensee's use
or occupancy thereof, as a proximate result of the acts or omissions of
Licensee, its agents, servants or employees.
Sec. 12. Insurance.
(a) Licensee shall procure at its expense, and keep in effect at all times
during the term of this License Agreement, the types and amounts of insurance
specified on the Required Insurance page, attached hereto, marked "Exhibit A",
and made a part hereof. The specified insurance (except for Workers'
Compensation and Employers' Liability and fire and extended coverages) shall
also, either by provisions in the policies, by City's own endorsement form or
by other endorsement attached to such policies, include and insure City, its
Department of Airports, its Board, and all of its officers, employees and
agents, their successors and assigns, as insureds, against the areas of risk
described in "Exhibit A" hereof as respect Licensee's acts or omissions in its
operations, use and occupancy of the premises hereunder or other related
functions performed by or on behalf of Licensee at Airport.
(b) Each specified insurance policy (other than Workers' Compensation and
Employers' Liability and fire and extended coverages) shall contain a
Severability of Interest (Cross Liability) clause which states, "It is agreed
that the insurance afforded by this policy shall apply separately to each
insured against whom claim is made or suit is brought except with respect to
the limits of the company's liability," and a Contractual Endorsement which
shall state, "Such insurance as is afforded by this policy shall also apply to
liability assumed by the insured under insured's License Agreement with the
City of Los Angeles."
All such insurance shall be primary and noncontributing with any other
insurance held by City's Department of Airports where liability arises out of
or results from the acts or omissions of Licensee, its agents, employees,
officers, assigns, or any person or entity acting for or on behalf of Licensee.
Such policies may provide for reasonable deductibles and/or retentions
acceptable to the Executive Director based upon the nature of Licensee's
operations and the type insurance involved.
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(c) City shall have no liability for any premiums charged for such
coverage(s). The inclusion of the City, its Department of Airports, its Board,
and all of its officers, employees and agents, and their agents and assigns, as
insureds is not intended to, and shall not, make them, or any of them, a
partner or joint venturer with Licensee in Licensee's operations at Airport.
Upon failure of Licensee to provide and maintain the insurance required herein
after ten (10) days prior written notice to comply, City may (but shall not be
required to) procure such insurance at Licensee's expense.
City and Licensee agree that the insurance policy limits specified in
this Section and "Exhibit A" shall be reviewed for adequacy annually throughout
the term of this Licensee by Executive Director, who may thereafter require
Licensee to adjust the amounts of insurance coverage to whatever amount the
Executive Director deems to be adequate.
(d) Licensee shall provide proof of all specified insurance and related
requirements to City either by production of the actual insurance policy(ies),
by use of City's own endorsement form(s), by broker's letter acceptable to
Executive Director in both form and content in the case of foreign insurance
syndicates, or by other written evidence of insurance acceptable to the
Executive Director. The documents evidencing all specified coverages shall be
filed with city prior to Licensee occupying the demised premises. They shall
contain the applicable policy number, the inclusive dates of policy coverages
and the insurance carrier's name, shall bear an original signature of an
authorized representative of said carrier, and shall provide that such
insurance shall not be subject to cancellation, reduction in coverage or
nonrenewal except after written notice by certified mail, return receipt
requested, to the City Attorney of the City of Los Angeles at least thirty
(30) days prior to the effective date thereof. City reserves the right to have
submitted to it, upon request, all pertinent information about the agent and
carrier providing such insurance.
Sec. 13. Suspensions, Default, and Rights of Termination.
(a) Default and Termination. If either party shall fail to perform, keep
or observe any of the terms, covenants or conditions herein contained on its
part to be performed, kept or observed, the other party may give written notice
to correct such condition or to cure such default. If such condition or default
shall continue for ten (10) days after service of such notice, the party not in
default may give written notice of its election to terminate this License
Agreement and this License Agreement shall cease and terminate on the date
stated in the termination notice. Such election to terminate by either party
shall not be construed as a waiver of any claim it may have against the other
party, consistent with such termination; provided, however, that in the event
Licensee's Charter Party Carrier Permit or similar federal or City D.O.T.
authority, is suspended, cancelled or terminated, then this License Agreement
and all rights of Licences hereunder shall ????? cease and terminate.
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Licensee specifically covenants to immediately cease to operate on Airport
property if its state, federal and/or City D.O.T. authorization is suspended,
cancelled or terminated.
The foregoing provisions, however, shall not affect any rights of City if
there should be any default in the payment by Licensee of the rent, fees and
charges provided herein. If there be such default, City may give Licensee a ten
(10) day notice to pay all sums due, owing and unpaid, and if such payment be
not made within such ten (10) day period, this License Agreement and Licensee's
rights hereunder shall, at the election of City stated in such notice,
forthwith terminate.
(b) Suspension. Attached to this License Agreement as "Exhibit B" and by
this reference incorporated herein and made a part hereof is a copy of the
"Rules and Regulations of the City of Los Angeles, Department of Airports
Governing the Permit Program for the Operation of Commercial Vehicles
Transporting Passengers at Los Angeles International Airport" ("Rules and
Regulations").
The Rules and Regulations govern Licensee's operations at Airport and
Licensee agrees to strictly abide by and comply with said Rules and Regulations
and to ensure that Licensees' officers, employees, agents, drivers and vehicles
do also.
Violations by Licensee, its officers, employees, agents, drivers or
vehicles of said Rules and Regulations are subject to the imposition by City of
any or all of the following: oral or written warnings, suspensions of the
Licensee's right to operate on Airport property, and/or termination of this
License Agreement and all of Licensee's rights to operate to and from Airport.
Said Rules and Regulations provide for a progressive type of discipline
and suspension/termination system based upon the type, nature and number of
violations
Licensee agrees to abide by City's Rules and Regulations, and any future
amendments thereto, and further agrees to obey any suspension orders imposed by
City. City agrees to afford Licensee the right to contest any suspension orders
before an impartial hearing officer prior to imposing any suspensions. City
shall not be required to use a hearing officer or procedure if it intends to
terminate this License Agreement under the provision (a) above.
Licensee further covenants and agrees to only operate vehicles on Airport
which have affixed to the vehicle a valid and current City decal or sticker. In
addition to City's termination rights under (a) above, City may withhold
issuance of current decals or stickers if Licensee fails to file monthly
operating reports, pay the appropriate fees on time or keep insurance current.
Sec. 14. Attorney's Fees. If City shall, without any fault, be made a
party to any litigation commenced by or against Licensee arising out of
Licensee's operations and as a result of which Licensee is finally adjudicated
to be liable, then Licensee shall pay all costs and reasonable attorney's fees
incurred by or imposed upon City in connection with such litigation. In any
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action by City or Licensee for recovery of any sum due under this License
Agreement, or to enforce any of the terms, covenants or conditions contained
herein, the prevailing party shall be entitled to reasonable attorney's fees in
addition to costs and necessary disbursements incurred in such action. Each
party shall give prompt notice to the other of any claim or suit instituted
against it that may affect the other party.
Sec. 15. Waiver. The waiver by either party of any breach of any term,
covenant or condition herein contained shall not be deemed to be a waiver of
any other term, covenant or condition, or of any subsequent breach of the same
term, covenant or condition. The subsequent acceptance of payments hereunder by
City shall not be deemed to be a waiver of any preceding breach by Licensee of
any term, covenant or condition of this License Agreement other than the
failure of Licensee to pay the particular payment so accepted, regardless of
City's knowledge of such preceding breach at the time of acceptance of such
payment.
Sec. 16. Nondiscrimination and Equal Employment Practices/Affirmative
Action Program.
(a) Licensee, in its operations at Airport, for itself, its personal
representatives, successors in interest and assigns, as part of the
consideration hereof, does hereby covenant and agree that: (1) no person on the
grounds of race, color or national origin shall be excluded from participation,
denied the benefits of or be otherwise subjected to discrimination in the use
of the facilities covered by this License Agreement; (2) that in the furnishing
of services and operations, no person on the grounds of race, color or national
origin shall be excluded from participation in, denied the benefits of or
otherwise be subjected to discrimination; and (3) that Licensee shall use
premises of Airport in compliance with all other requirements imposed by or
pursuant to Title 49, Code of Federal Regulations, Department of
Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination
in Federally-Assisted Programs of the Department of Transportation-Effectuation
of Title VI of the Civil Rights Act of 1964, and as said Regulations may be
amended.
(b) Licensee agrees that in the event of breach of any of the above
non-discrimination covenants, City shall have the right to terminate this
License Agreement and to reenter and repossess said land and the facilities
thereon, and hold the same as if said License Agreement had never been made or
issued. This provision does not become effective until the procedures of 49
CFR, Part 21, are followed and completed including expiration of appeal rights.
(c) Licensee assures that it will undertake an affirmative action program
as required by 14 CFR, Part 152, Subpart E, to ensure that no person shall on
the grounds of race, creed, color, national origin or sex be excluded from
participating in any employment activities covered in 14 CFR, Part 152, Subpart
B. Licensee assures that no person shall be excluded on these grounds from
participating in or receiving the
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services or benefits of any program or activity covered by this subpart.
Licensee assures that it will require that its covered suborganizations provide
assurances to Licensee that they similarly will undertake affirmative action
programs and that they will require assurances from their suborganizations, as
required by 14 CFR, Part 152, Subpart E, to the same effect.
(d) In addition, Licensee, during the term of this License Agreement,
agrees not to discriminate in its employment practices against any employee or
applicant for employment because of the employee's or applicant's race,
religion, national origin, ancestry, sex, age or physical handicap. Licensee
further agrees to abide by the provisions of Section 10.8.3 of City's
Administrative Code, a copy of which is printed on the CERTIFICATION FOR
CONTRACTS OF MORE THAN $500 BUT NOT IN EXCESS OF $5,000, which Certification
City acknowledges Licensee has previously submitted and which shall remain
valid for one (1) year from the date thereof.
(e) If applicable, Licensee also agrees to abide by the provisions of
Section 10.8.4 of City's Administrative Code, a copy of which is printed on the
CERTIFICATION FOR CONTRACTS OF MORE THAN $5,000, which Certification City
acknowledges Licensee has previously submitted along with a copy of its
Affirmative Action Plan. Said Plan, having been approved by City, shall remain
valid for one (1) year from the date of approval and, with said Certification,
shall be incorporated by reference in and become part of this License. Licensee
agrees that prior to the expiration of said Plan, Licensee will again submit to
City its revised and/or updated Affirmative Action Plan for approval as well as
another completed Certification.
(f) Licensee shall furnish its accommodations and/or services on a fair,
equal and not unjustly discriminatory basis to all users thereof and it shall
charge fair, reasonable and not unjustly discriminatory prices for each unit or
service; provided that Licensee may be allowed to make reasonable and
non-discriminatory discounts, rebates or other similar type of price reductions
to volume purchasers.
(g) Noncompliance with paragraph (f) above shall constitute a material
breach thereof, and in the event of such noncompliance, City shall have the
right to terminate this License Agreement without liability therefor, or at the
election of City or the United States, either or both said governments shall
have the right to judicially enforce the provisions in paragraphs (a) and (f)
above.
Sec. 17. Taxes and Licenses. Licensee shall pay all taxes of whatever
character that may be levied or charged upon Licensee's operations at Airport,
or upon Licensee's improvements, fixtures, equipment or other property thereon
or upon Licensee's use thereof. Licensee shall also pay all license or permit
fees necessary or required by law or regulation for the conduct of Licensee's
business or use of Airport. This obligation, however, shall not prevent
Licensee from contesting the validity and/or applicability of any of the above
charges and during the period of any such lawful contest, Licensee may
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refrain from making, or direct the withholding of, any such payment without
being in breach of the above provisions. Upon a final determination in which
Licensee is held responsible for such taxes and/or fees, Licensee shall promptly
pay the required amount plus all legally imposed interest, penalties and
surcharges.
In addition, by executing this License Agreement and accepting the benefits
thereof, a property interest may be created known as a "possessory interest." If
such possessory interest is created, Licensee, as the party in whom the
possessory interest is vested, shall be subject to the payment of the property
taxes levied upon such interest.
Sec. 18. NOTICES. Written notices to City hereunder and to the City
Attorney of the City of Los Angeles shall be given by registered or certified
mail, postage prepaid, and addressed to said parties at Department of Airports,
Post Office Box 92216, Los Angeles, California 90009, or to such other address
as these parties may designate by written notice to Licensee.
Written notices to Licensee hereunder shall be given by registered or
certified mail, postage prepaid, and addressed to Gene Hauck, Tamarack
Transportation, Inc. 531 Van Ness Ave, Torrance, CA 90501, or to such other
address as Licensee may designate by written notice to City.
The execution of any such notice by Executive Director shall be as
effective as to Licensee as if it were executed by Board or by Resolution or
Order of said Board, and Licensee shall not question the authority of Executive
Director to execute any such notice.
All such notices shall be delivered personally to Executive Director or to
the Office of the City Attorney, Airports Division, in the one case, or to
Licensee in the other case, or shall be deposited in the United States mail,
properly addressed as aforesaid with postage fully prepaid by certified or
registered mail, and shall be effective upon receipt.
Sec. 19. INTERPRETATION.
(a) FAIR MEANING. The language of this License Agreement shall be construed
according to its fair meaning, and not strictly for or against either City or
Licensee.
(b) VOID PROVISIONS. If any provision of this License Agreement is
determined to be void by any court of competent jurisdiction, then such
determination shall not affect any other provision of this License Agreement,
and all such other provisions shall remain in full force and effect.
(c) TWO CONSTRUCTIONS. It is the intention of the parties hereto that if
any provision of this License Agreement is capable of two constructions, one of
which would render the provision void and the other of which would render the
provision valid, then the provision shall have the meaning which renders it
valid.
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(d) Laws of California. This License Agreement shall be construed and
enforced in accordance with the laws of the State of California.
(e) Executive Director's Approval. In each instance herein where City's,
Board's or Executive Director's approval or consent is required before Licensee
may act, such approval or consent shall not be unreasonably withheld.
(f) Gender. The use of any gender herein shall include all genders, and the
use of any number shall be construed as the singular or the plural, all as the
context may require.
(g) Section 308. It is understood and agreed that nothing herein contained
shall be construed to grant or authorize the granting of an exclusive right
within the meaning of Section 308 of the Federal Aviation Act (49 USC Section
1349a).
(h) Rights of U.S. Government. This License Agreement shall be subordinate
to the provisions and requirements of any existing or future agreement between
City and the United States relative to the development, operation or maintenance
of Airport.
(i) War and National Emergency. This License Agreement and all the
provisions hereof shall be subject to whatever right the United States
Government now has or in the future may have or acquire affecting the control,
operation, regulation and taking over of Airport or the exclusive or
non-exclusive use of Airport by United States during the time of war or national
emergency.
IN WITNESS WHEREOF, City has caused this License Agreement to be executed
by Executive Director and Licensee has caused the same to be executed by its
duly authorized officers and its corporate seal to be hereunto affixed, all as
of the day and year first hereinabove written.
[STAMP]
APPROVED AS TO FORM CITY OF LOS ANGELES
JAMES K. HAHN
CITY ATTORNEY
OCT 23 1995
By Illegible Signature By Illegible Signature
-------------------- --------------------
ASSISTANT DEPUTY Executive Director
Department of Airports
ATTEST:
By V. Hauck By G. Hauck
- --------------------------- ----------------------------
Secretary (Signature) (Signature)
Violetta Hauck GENE HAUCK
- --------------------------- ----------------------------
(Print Name) (Print Name)
PRESIDENT
----------------------------
(Print Title)
[SEAL]
ARTICLES OF INCORPORATION ATTACHED
If Licensee is a partnership, a general partner should sign. If Licensee is
a sole proprietorship or non-corporate business, an owner should sign.
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[CITY OF LOS ANGELES DEPARTMENT OF AIRPORTS LOGO]
[CITY OF LOS ANGELES DEPARTMENT OF AIRPORTS LETTERHEAD]
RESOLUTION NO. 15959
WHEREAS, on recommendation of Management, there was presented for approval,
Blanket Resolution approving a ground transportation permit program, adopting
rules and regulations governing this program, and authorization for the
Executive Director to execute Non-exclusive License Agreements and to issue
vehicle permit decals to operators of commercial vehicles transporting
passengers to and from Los Angeles International Airport (LAX), and
authorization to amend Resolutions No. 15173, No. 15651, and Resolution No.
15958 to delete their application to LAX upon implementation of this program;
and
WHEREAS, the License Agreements shall be on a month-to-month basis. The fees
payable by each segment of the ground transportation industry will be effective
on the following schedule:
November 1 Charter Party Carriers (TCP)
December 1 Passenger Stage Corporations (PSC)
January 1 Courtesy Vehicle Operators; and
WHEREAS, Licensees will pay to City a per trip fee for the transportation of
passengers from and/or originating from Airport or for the offering of same.
Each segment of the ground transportation industry will be granted a license
agreement tailored to its specific operational requirements. Each segment of
the industry will pay fees based on the facilities and services it uses at the
Airport. Vehicles will be divided into two (2) size categories for fee
assessment:
Class 1 - Those seating less than 25 passengers
Class 2 - Those seating 25 or more passengers; and
WHEREAS, fees will be set at a cost recovery level and City reserves the right
to redetermine the appropriate per trip fee under each license agreement and
adjust said fee no more than twice annually. Notwithstanding the foregoing, the
Board reserves the right to impose additional fee assessment programs at a
future date. Initial fees will be paid in accordance with the following
schedule:
Passenger Stage Corporations (PSC)
Licensees shall have a Passenger Stage Certificate issued by the California
Public Utilities Commission or a similar authority
14
Resolution No. 15959 -2-
granted by the Interstate Commerce Commission to serve LAX. Licensees will be
required to submit reports and fees on a monthly basis.
Class 1 $2.25 per trip
Class 2 $3.35 per trip
Charter Party Carriers (TCP)
Licensees shall have a Charter Party Carrier authority issued by the
California Public Utilities Commission or Auto-for-Hire authority
issued by the City of Los Angeles, Department of Transportation.
Licensees will be required to utilize a charter holding lot system
and pay the per trip fee at a booth before entering the central
terminal area of the Airport. Crew transportation pickups for signatory
air carriers are excluded from this per trip fee.
Class 1 $1.50 per trip
Class 2 $2.25 per trip
Courtesy Vehicle Operators
Licensees shall be operators of courtesy vehicles by or on behalf of a
hotel, motel, rent-a-car, travel agency, private parking lot company or
similar business. Licensees will be required to submit reports and fees
on a monthly basis. On-airport rental car operators will be excluded from
paying the fees.
Class 1 $.32 per trip
Class 2 $.48 per trip; and
WHEREAS, these rates and charges include the costs of providing and staffing
the Ground Transportation Information Booths and the Charter Party Carrier Fee
Collection Booths. It is anticipated that the Board will be requested to approve
a contract to operate these booths in the not too distant future; and
WHEREAS, in addition to the above mentioned fees, each Licensee except charter
party carriers and autos-for-hire will be assessed an administrative fee of $120
per year, payable at the rate of $10 per month. In instances where a Licensee
fails to make a fee payment within the required time frame provided in the
agreement, the Licensee shall also be required to pay interest charges at rates
which are in accordance with the laws of the State of California; and
15
Resolution No. 15959
-3-
WHEREAS, Licensees except charter party carriers and autos-for-hire shall
maintain with the Department of Airports a security deposit in a form
acceptable to the Executive Director and in the amount of two months' payment
or $750, whichever is greater, against which the Department may deduct any
delinquent fees or interest charges; and
WHEREAS, the License Agreements shall be issued subject to such rules,
regulations and operating policies as the Executive Director shall specify; and
WHEREAS, the Non-exclusive License Agreements are categorically exempt from the
requirements of the California Environmental Quality Act as provided by Article
VII, Class 1 (14) of the Los Angeles City CEQA Guidelines;
NOW, THEREFORE, BE IT RESOLVED that the Board of Airport Commissioners
determined that this action is exempt from CEQA requirements, approved the
Ground Transportation Permit Program, further approved Adoption of the rules
and regulations governing this program, authorized the Executive Director to
execute the Non-exclusive License Agreements upon approval as to form by the
City Attorney and to issue vehicle permit decals, and further approved amending
Resolutions No. 15173, No. 15651 and No. 15958.
I hereby certify that the foregoing is a true
and correct copy of Resolution No. 15959
adopted by the Board of Airport Commissioners
at a regular meeting held Wednesday, September
2, 1987.
/s/ Sandra J. Miller
Acting Secretary
Elaine E. Staniec - Secretary
BOARD OF AIRPORT COMMISSIONERS
16
[CITY OF LOS ANGELES DEPARTMENT OF AIRPORTS LETTERHEAD]
RESOLUTION NO. 17041
WHEREAS, at its meeting of September 2, 1987, the Board of Airport Commissioners
adopted Resolution No. 15959 approving a ground transportation permit program,
authorizing the Executive Director to execute non-exclusive license agreements
and to issue vehicle permit decals to operators of commercial vehicles
transporting passengers to and from Los Angeles International Airport (LAX),
and establishing a per trip fee for the transportation of passengers from
and/or originating from Airport; and
WHEREAS, Resolution No. 15959 established trip fees for Passenger Stage
Corporation (PSC) carriers according to two categories of vehicle size;
Class 1 - Those seating less than 25 passengers
Class 2 - Those seating 25 or more passengers; and
WHEREAS, Resolution No. 15959 established the following fees for vehicles
operated by licensees with Passenger Stage Certificates issued by the
California Public Utilities Commission, or a similar authority, granted by the
Interstate Commerce Commission to serve LAX:
Class 1 - $2.25 per trip
Class 2 - $3.35 per trip; and
WHEREAS, Management recommended charging fees to PSC licensees, on a per
circuit basis, for trips from and/or originating from the Airport, effective
May 1, 1990. A "circuit" is defined as a complete loop of the LAX central
terminal area, or any partial loop thereof, as designated by the Executive
Director. Circuit fees for PSC vehicles shall be as follows:
Class 1: $1.00
Class 2: $1.50; and
WHEREAS, this fee structure shall be subject to analysis by Management and
possible adjustment by the Board on or after July 1, 1990 and up to three times
each year; and
WHEREAS, the per trip fee structure set by Resolution No. 15959 for all other
ground transportation carriers shall remain in effect; and
17
Resolution No. 1704]
-2-
WHEREAS, Resolution No. 17017 authorized the formation and operation of LAX
Shared-Ride Management, Inc. ("SRM") to operate a holding lot for Passenger
Stage Corporation (PSC) van operations at Los Angeles International Airport
(LAX) and to supervise activities at curbs; and
WHEREAS, each PSC van operator, while having the option to refuse to participate
as a member of SRM, shall cooperate and facilitate with SRM in the holding lot
and general operation at Airport. All PSC van operators shall obey the rules and
regulations of the Department of Airports for the operation of commercial ground
transportation vehicles at Airport; and
WHEREAS, this action, as a continuing administrative activity, is exempt from
the requirements of the California Environmental Quality Act as provided by
Article III, Section 2.f. of the Los Angeles City CEQA Guidelines;
NOW, THEREFORE, BE IT RESOLVED that the Board of Airport Commissioners
determined that this action is exempt from CEQA requirements, approved an
amendment to Resolution No. 15959 to change the basis for charging fees for PSC
licensee operations at LAX to per circuit fees of $1.00 for Class 1 vehicles and
$1.50 for Class 2 vehicles, effective May 1, 1990; and
BE IT FURTHER RESOLVED that the Executive Director is authorized to execute
amendments to the non-exclusive license agreements pursuant to the terms of this
Resolution.
I hereby certify that the foregoing is
a true and correct copy of Resolution
No. 17041 adopted by the Board of
Airport Commissioners at a regular
meeting held Wednesday, March 7, 1990.
/s/ Elaine E. Staniec
Elaine E. Staniec - Secretary
BOARD OF AIRPORT COMMISSIONERS