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EXHIBIT 10.29
BLUE VAN
JOINT VENTURE AGREEMENT
This BLUE VAN JOINT VENTURE AGREEMENT (hereinafter the "Agreement," the
"Joint Venture" or "JV") is entered into on this 21st day of July, 1997, by and
between TAMARACK TRANSPORTATION, INC. a California corporation which is also
known as SUPER SHUTTLE LOS ANGELES (hereinafter "SSLA"), PREFERRED
TRANSPORTATION, INC., a California corporation which is also known as SUPER
SHUTTLE ORANGE COUNTY (hereinafter "SSOC"), ARCADIA TRANSIT, INC., a California
corporation which is also known as SUPER SHUTTLE BURBANK (hereinafter "SSB") and
MINI-BUS SYSTEMS, INC., a California corporation which is also known as SUPER
SHUTTLE ONTARIO (hereinafter "SSO"), hereinafter also referred to individually
as a "Joint Venturer" and collectively as the "Joint Venturers."
RECITALS
A. Each of the Joint Venturers is a common carrier licensed by the
California Public Utilities Commission that owns, controls and operates its
separate business pursuant to various franchise, and related agreements with
Super Shuttle International, a Delaware corporation (hereinafter "SSI"), and
through various cooperative and coordinating agreements between each other.
B. The Joint Venturers desire to jointly apply for a concession for a
certain allotment of shared ride van service from and to Los Angeles
International Airport (LAX"), pursuant to a Request for Proposal ("RFP") issued
by the Los Angeles Airport Commission (the "Commission") dated March 28,1997, as
amended.
C. It is the intent and purpose of each of the Joint Venturers to
jointly apply for a concession from the Commission and to conduct its business
operation under such concession that may be granted to the Joint Venture,
pursuant to this terms and conditions of this Agreement.
AGREEMENT
Now therefore, in exchange for the mutual covenants and consideration
set forth herein, the parties hereto hereby represent, warrant and agree as
follow:
1. Name of Joint Venture. The name of the Joint Venture created by this
Agreement shall be the BLUE VAN JOINT VENTURE.
2. Managing Partner of Joint Venture. In compliance with the RFP
requirement that a single party be responsible for the concession granted by the
Commission, the parties agree a Managing Partner shall be elected to manage and
direct the affairs and operation of the joint
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Venture and to be responsible and exercise all authority for the Joint Venture
with respect to applying for, receiving, administering, and operating under the
LAX concession. The concession contract shall be carried out and performed on
behalf of the Joint Venture under the direction of the Managing Partner, acting
through such of its officers, employees or agents as it may designate. The
parties hereby authorize the performance of the concession contract under the
direction of the officers, employees and agents of the Managing Partner so
designated.
a. Election and Removal of Managing Partner and Secretary. The
Joint Venturers shall annually nominate and elect one of their number to serve
as Managing Partner, and a different Joint Venturer to serve as Secretary.
Candidates for Managing Partner must meet all of the requirements for a
responsible party established by the Commission. The Managing Partner and
Secretary shall each be elected by a vote of three out of four votes of the
Joint Venturers and shall serve in the capacity of Managing Partner and
Secretary, respectively, for an indefinite term until such time as the Joint
Venturers vote, three out of four, to remove and replace the Managing Partner
and/or Secretary with other Joint Venturers.
b. Authority of Managing Partner. The Managing Partner shall have
the sole authority and discretion to deal with all matters and questions in
connection with the performance of the LAX concession contract. The Managing
Partner shall have the full and complete authority to act on behalf of the Joint
Venture in relation to any and all matters and things in connection with such
contract or arising from it, and to act for and by the Joint Venture in all
matters and things involving the performance of the LAX concession contract. The
Managing Partner shall serve without a fee or other compensation. The authority
and discretion of the Managing Partner shall be limited to the extent that the
activities of the Joint Venture shall be directed in a manner that will give as
full and complete effect as possible to the franchise and related and collateral
agreements which the Joint Venturers individually and collectively have with
SSI. The Managing Partner shall have authority to bind the Joint Venture to
contracts or transactions not exceeding an obligation of the Joint Venture of
$10,000 for any single, contract or transaction; any contract or transaction
with an obligation of the Joint Venture exceeding $10,000 shall require the
signature of both the Managing Partner and the Secretary.
c. Voting Matters. Aside from the election and removal of the
Managing Partner, the only matters on which the Joint Venturers shall be
entitled to vote shall be those related to the establishing an operating budget
for the Joint Venture and modifying the terms and conditions of this Agreement.
On these matters, a majority vote of the Joint Venturers Shall decide all
issues. In the event of a two to two tie vote, the Managing Partner shall have
the right to cast an additional tie-breaker vote in addition to its regular vote
as a Joint Venturer.
3. Allocation and Operation of Concession. Any LAX concession that may
be granted to the Joint Venture by the Commission shall be allocated, operated,
and managed by the Managing Partner and Joint Venturers in a manner entirely
consistent with the franchise and related and collateral agreements which the
Joint Venturers individually and collectively have with SSI. The SSI franchise
and collateral agreements grant rights to each Joint Venturer to operate its
business within a specifically described geographic territory, and each Joint
Venturer
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shall derive from the LAX concession the same aliquot share of business arising
from LAX that each Joint Venturer would otherwise be entitled to receive under
the existing SSI agreements, which proportion shall hereinafter be referred to
as each Joint Venturer's "JV Share."
4. Cost Sharing. The Joint Venture is formed for the sole and exclusive
purpose of the parties' jointly obtaining and participating in the LAX
concession through an allocation of passenger trips arising therefrom. Each
Joint Venturer shall be solely responsible for realizing its own revenues and
bearing its own expenses. No revenue or profit sharing by or between the Joint
Venturers is contemplated by this Agreement. Each Joint Venturer shall ratably
bear its proportionate JV Share of the aggregate amount of the costs and
expenses arising from the operation of the Joint Venture.
a. Disbursement Account. The Managing Partner shall establish a
disbursement account at a financial institution, acceptable to a majority of the
Joint Venturers, from which the Managing Partner shall make disbursements to pay
for the expenses of the Joint Venture. The Managing Partner shall make periodic
accountings of the disbursement account to the Joint Venturers and shall provide
the Joint Venturers with an annual statement of aggregate expenses.
b. Deposits to Disbursement Account. The Joint Venturers shall
agree on a quarter by quarter operating budget The budget for each forthcoming
calendar quarter shall be based upon the number of "circuit fees" for the LAX
concession operation experienced during the preceding calendar quarter. Upon
establishment of an operating budget, each Joint Venturer shall make
proportionate deposits of its JV Share of such budget twice a month.
5. Concession Guaranty. In compliance with the RFP, the Managing
Partner shall commit to a $1,000,000 minimum fee guaranty required under the
concession agreement, and shall seek and obtain a surety bond in an amount
sufficient to fulfill the requirements of the Commission. The cost of the surety
bond shall constitute an expense of the Joint Venture that shall be allocated
equally among the Joint Venturers, without regard to each party's JV Share. Each
Joint Venturer hereby agrees to an equal share of the guaranty, surety bond, and
liabilities arising therefrom, without regard to its JV Share, and hereby agrees
to indemnify the Managing Partner from and against any and all liabilities,
claims, costs, and expenses to the extent of its equal share of the guaranty.
6. Limitations of Joint Venture, The relationship between the parties
to this Agreement is limited to the performance of the LAX concession contract
in accordance with the term of this Agreement. This Agreement shall be construed
and deemed to be a joint venture for the sole purpose of carrying out the LAX
concession contract.
a. Nothing contained in this agreement shall be construed to
create a general partnership or other permanent relationship between the
parties, or to authorize either party to act as general agent for the other
party, or to permit any party to bid for or to undertake any contracts for the
other party.
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b. Nothing in this agreement is to be construed as a limitation
of the powers or rights of any party to this agreement to carry on its separate
business for its sole benefit except, however, that the parties shall cooperate
with each other according to the terms and spirit of this agreement in the
performance of the LAX concession contract.
7. Cross Indemnification. Except as may be otherwise specifically set
forth in this Agreement, each of the Joint Venturers shall be solely responsible
for its own costs, expenses, claims, damages, obligations and other liabilities
arising from the conduct of its separate business whether related or unrelated
to the Joint Venture. Accordingly, each Joint Venturer hereby agrees to defend,
indemnify and hold harmless each of the other Joint Venturers from and against
any and all costs, expenses, claims, damages, obligations and other liabilities,
including without limitation reasonable attorneys' fees, that may arise from the
conduct such Joint Venturer's business.
8. Assignments and Transfers. During the term of this Agreement, no party
may assign or transfer that party's rights or interests in the Joint Venture
without the prior written consent of each of the other Joint Venturers, which
consent shall not be unreasonably withhold. For purposes of this Agreement, the
parties hereto shall be deemed to have consented to any assignment or transfer
of a Joint Venturer's franchise rights to another party permissible under its
agreements with SSI.
9. Insolvency or Bankruptcy of a Party. If, during the term of this
Agreement, a Joint Venturer should become insolvent or bankrupt, the remaining
parties shall have the option to mutually agree to continue the Joint Venture,
excluding the insolvent or bankrupt party. If the Managing Partner should become
insolvent or bankrupt or otherwise unable or unwilling to serve or continue to
serve in that capacity, the remaining Joint Venturers shall unanimously elect
from among their number a successor to the Managing Partner, which successor
shall fulfill and comply with any and all qualifying requirements which may be
set forth by the Commission.
10. Term. The term of Agreement shall run concurrently with the term of
any LAX concession contract that may be granted to the Joint Venture by the
Commission. The Agreement shall terminate concurrently with the conclusion of
any such concession contract, or at such time as the Joint Venturers shall
otherwise agree. Upon such termination, the Managing Partner shall wind up and
dissolve the joint venture in accordance with the provisions of the Uniform
Partnership Act, except insofar as such provisions may be at variance with the
terms of this Agreement.
11. General Provisions.
a. Entire Agreement. This Agreement contains the entire agreement
and understanding between the parties respecting the subject matter hereof, and
supersedes all prior and collateral agreements and understandings, regardless of
form or nature between the parties respecting that subject matter.
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b. Extensions and Modifications. No extension, modification or
supplement to this Agreement will be effective unless made in writing and signed
by a duly authorized officer of each party, except as otherwise permitted
herein.
c. Binding Effect. Except as otherwise provided in this
agreement, this agreement shall inure to the benefit of, and be binding on the
parties, their successors, trustees, receivers, and assigns, but shall not inure
to the benefit of any other person, firm, or corporation.
d. Notices. Any notice required, permitted or contemplated by
this Agreement must be in writing, sent by telegram, telex, telecopier or
certified or registered mail, return receipt requested, prepaid, addressed to
the other party as set forth below, or to such other address as may from time to
time be substituted therefor by notice, or delivered in person to such other
party. Except as otherwise provided in this Agreement, notices sent by mail in
the aforementioned manner will be effective on the date deposited in the U.S.
mail by the party giving notice, otherwise, the notice will be effective on the
date received by the other party. For purposes of notices, the addresses of the
parties will be:
SSLA: SSOC:
Gene Hauck, President Steve Allan, President
Tamarack Transportation, Inc. Preferred Transportation, Inc.
531 Van Ness Avenue 1430 Anaheim Blvd.
Torrance, CA 90501 Anaheim, CA 92805
(310) 222-5500 (714) 517-6610
SSB: SSO:
Timmy Mardirossian, President Fazi Bostajani, General Manager
Arcadia Transit, Inc. Mini-Bus Systems, Inc.
1014 W. Burbank Blvd. 1222 E. Holt Blvd.
Burbank, CA 91506 Ontario, CA 91761
(818) 558-3177 (909) 984-0040
e. Waivers. No delay or failure by either party to enforce or
take advantage of any provision of this Agreement for non-performance or breach
of any obligation hereunder by the other party, or to exercise any right
hereunder, will constitute a waiver of the right of such party subsequently to
enforce or take advantage of such provision or any other provision hereof
(unless performance has been resumed or the breach has been cured by the other
party) or to exercise such right or any other right hereunder, unless such
waiver is in writing signed by a duly authorized officer of the party against
whom the waiver is claimed to apply, or unless the respective period for
enforcement, taking advantage or exercise, as the case may be, has expired by
the express terms of this Agreement.
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f. Governing Law. This Agreement has been entered into and will
be deemed to be made under the laws of the State of California, and for all
purposes will be governed by, enforced under and construed in accordance with
the laws of said state. Venue for any controversy arising under this Agreement
shall be the Superior Court of California for the County of Los Angeles.
g. Costs and Attorneys Fees. In the event it becomes necessary
for any party to this Agreement to bring a legal action to interpret, enforce,
or defend any provision herein, the prevailing party shall be entitled to
recover from the losing party any and all of its expenses and costs incurred in
bringing such legal action, including reasonable attorneys fees, in addition to
any other award of damages and remedies to which the prevailing party may be
entitled.
h. Severability. If any provision of this Agreement is rendered
or declared unlawful by reason of any existing or subsequently enacted law or by
decree or order of a court of last resort, the remaining provisions of this
Agreement will continue in full force and effect. The parties will promptly meet
and negotiate substitute provisions for those rendered or declared unlawful,
retaining as much of the intent of the original provisions as is practicable
without the effects which caused them to be unlawful.
i. Further Acts. Each of the parties to this Agreement agrees to
take such further acts and execute such other documents as may be necessary and
appropriate to effectuate the purposes of this Agreement.
j. Counterparts. This Agreement may be executed in multiple
counterparts, of which will constitute an original, but all of which together
will constitute one and the Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
"SSLA" "SSOC"
Tamarack Transportation, Inc. Preferred Transportation, Inc.
by /s/ G. Hauck by /s/ Steve Allan
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Gene Hauck, President Steve Allan, President
"SSB" "SS0"
Mini-Bus Systems, Inc. Arcadia Transit, Inc.
by /s/ F.D. Bostajani by /s/ Timmy Mardirossian
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Fazi Bostajani, General Manager Timmy Mardirossian, President
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