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Franchise Agreement

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Sectors: Transportation
Governing Law: Florida, View Florida State Laws
Effective Date: October 13, 1992
Related Agreement Types:
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FRANCHISE AGREEMENT
FOR EXCLUSIVE DEMAND
GROUND TRANSPORTATION SERVICES


Miami International Airport
Dade County, Florida


MIAMI SHUTTLE, INC. d/b/a SUPERSHUTTLE (TM)
Carrier


Effective Date


Agreement No.


Customer No.


Resolution No. R-1129-92


(AD-2) 2
4.08 Advertising 12
4.09 No Interference 12
4.10 Waste Disposal 12


ARTICLE 5 PERSONNEL


5.01 Manager 12
5.02 Starter Services 13
5.03 Employees 13
5.04 Employee Discipline 14


ARTICLE 6 FARES AND RATES


6.01 No Assignment 14
6.02 Fare Adjustments 14
6.03 Potting and Fares 14


ARTICLE 7 INDEMNIFICATION 15


ARTICLE 8 INSURANCE


8.01 Insurance Required 15
8.02 Insurance Certificates Required 16
8.03 Carrier Liable 16
8.04 Right to Examine 16
8.05 Special Default 16


ARTICLE 9 ASSIGNMENT AND OWNERSHIP


9.01 No Assignment 17
9.02 Ownership of Carrier 17


ARTICLE 10 LABOR ACTIVITY 17


ARTICLE 11 TERMINATION BY COUNTY


11.01 Payment Defaults 17
11.02 Revenue Control and Audit Defaults 17
11.03 Default Terminations 18
11.04 Other Terminations 18
11.05 Habitual Default 18
11.06 Automatic Termination 19


ARTICLE 12 TERMINATION BY CARRIER 19


ARTICLE 13 TERMINATION BY CONCESSIONAIRE


13.01 Employment Discrimination 19
13.02 Nondiscriminatory Access to Service 20
13.03 Breach of Nondiscrimination Covenants 20
13.04 Affirmative Action and Disadvantaged
Business Enterprise Programs 20


(AD-2) 3
ARTICLE 14 RULES, REGULATIONS AND PERMITS


14.01 Rules and Regulations 21
14.02 Violations of Rules and Regulations 21
14.03 Permits and Licenses 21
14.04 Alcohol and Drug Testing 21
14.05 Drug-Free Workplace Certification 22


ARTICLE 15 TRUST AGREEMENT AND BOND RESOLUTION


15.01 Incorporation of Trust Agreement
and Bond Resolution by Reference 24
15.02 Adjustment of Terms and Conditions 24
15.03 Carrier Right to Terminate 25


ARTICLE 16 CIVIL ACTIONS


16.01 Governing Law; Venue 25
16.02 Notice of Commencement of Civil Action 25
16.03 Registered Office/Agent; Jurisdiction 26


ARTICLE 17 OTHER PROVISIONS


17.01 Cooperation at Termination 26
17.02 Payment of Taxes 26
17.03 Rights to be Exercised by Department 26
17.04 Rights of County at Airport 26
17.05 Federal Subordination 26
17.06 Notices 27
17.07 Severability 27
17.08 No Waiver 27
17.09 Right to Regulate 28
17.10 Inspections 28
17.11 Headings 28
17.12 Binding Effect 28
17.13 Performance 28
17.14 County-Carrier Relationship 28
17.15 Entirety of Agreement 29


Signatures 30/31


EXHIBITS A, B, C, D, E


(AD-2) 4
TABLE OF CONTENTS


PAGE


ARTICLE 1 TERMS


1.01 Term 1
1.02 Extensions 1
1.03 Deleted
1.04 Bid Incorporated 2


ARTICLE 2 SERVICES


2.01 Services - General 2
2.02 Demand Services - Defined 2
2.03 Prearranged Contract Services - Defined 3
2.04 Demand Services - Service Areas 3
2.05 Demand Service Zones 3
2.06 Vehicle Storage Area 4
2.07 Service Obligations 4
2.08 Terminal Building - Curbside, Leased Space 4
2.09 Control Check Booths 5
2.10 Public Buses 5
2.11 Terminal and Ground Transportation
Improvements Programs 5
2.12 Adjustment of Minimum Guarantee Due to
Impact by Construction 5
2.13 Emergency Services 5


ARTICLE 3 PAYMENTS AND REPORTS


3.01 Minimum Annual Guarantee 6
3.02 Adjustment of Minimum Annual Guarantee 6
3.03 Percentage Fee 6
3.04 Gross Revenues 7
3.05 Late Payment Charge 7
3.06 Worthless Check or Draft 7
3.07 Address for Payments 8
3.08 Payments Security 8
3.09 Records and Reports 8
3.10 Revenue Control Procedures 9
3.11 Monthly Report and Gross Revenues 9
3.12 Annual Audit Required 9
3.13 Right To Inspect 9


ARTICLE 4 OPERATIONS


4.01 Vehicles 10
4.02 Passenger Loading 11
4.03 Substitute Service 11
4.04 Vehicle Waiting 11
4.05 Complaints 11
4.06 Lost and Found 12
4.07 No Solicitations 12


(AD-2) 5
Cust. No.
Reso. No.
Date:
Doc. Name GTFRAN.AGT


EXCLUSIVE DEMAND GROUP TRANSPORTATION
FRANCHISE AGREEMENT BETWEEN DADE COUNTY,
FLORIDA, AND MIAMI SHUTTLE, INC. d/b/a
SUPERSHUTTLE (TM)
MIAMI INTERNATIONAL AIRPORT


THIS FRANCHISE AGREEMENT ("Agreement" or "Franchise") made and entered into as of the 13 day of OCTOBER, 1992 by and between DADE COUNTY, Florida ("County") and MIAMI SHUTTLE, INC. d/b/a SUPERSHUTTLE(TM), a Florida corporation, authorized to do business in the State of Florida ("Carrier").


WITNESSETH:


NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:


Article 1
Term


1.01 Term: The County hereby grants to the Carrier for an initial term of four years, commencing January 1, 1993 and ending December 31, 1997, the exclusive right to provide demand ground transportation service from Miami International Airport ("Airport") and the nonexclusive right to provide demand ground transportation service to the Airport, as described herein, unless sooner terminated or extended as provided for herein.


1.02 Extension: The County reserves the right to extend this Agreement for four additional one-year periods upon the terms and conditions contained herein. Such right shall be exercised by the Aviation Department of the County ("Department"), acting on behalf of the County. In the event the Department elects to extend this Agreement, the Carrier shall be notified in writing at least 90 days prior to the expiration of the initial term or any previous extension(s), as applicable. In the event the Department does not give such notice, this Agreement shall terminate as provided herein. The Carrier shall within 15 days following receipt of notice from the Department, have the right to reject any such extension by written notice to the Department and, if so rejected, this Agreement shall terminate as provided for in Article 1.01 above or at the end of any previous extension period. Failure of the Carrier to respond


FA-1 (AD-3) 6 to the Department within the 15 day period shall automatically constitute acceptance of the extension.


1.03 Omitted intentionally.


1.04 Bid incorporated: The Carrier acknowledges that it has submitted to the County a bid ("Bid") that was the basis for the award of this Agreement and upon which the County has relied. The Bid of the Carrier, where not inconsistent with the terms of this Agreement, is hereby incorporated into this Agreement by reference.


If the Carrier as part of its Bid evidenced the minimum experience required in the Bid Documents through a corporate officer, the Carrier must at all times during the term of this Agreement employ a corporate officer, full-time, who shall be responsible for operations under this Agreement with equal or better qualifications as those of such corporate officer set forth in its Bid which qualified the Carrier. Failure to maintain such a corporate officer shall be a default hereunder and this Agreement shall be cancellable upon 30 calendar days notice of such default by the Department unless such default is cured within the notice period.


Article 2
Services


2.01 Services - General: The County hereby grants to the Carrier the exclusive franchise, including the attendant obligations, to provide multiple party vehicle, demand ground transportation services from designated zones in the vicinity of the Terminal Building ("Terminal") at Miami International Airport ("Airport"). The County also hereby grants the Carrier the nonexclusive right to provide demand ground transportation services to drop-off areas at the Terminal at the Airport as designated by the Department.


2.02 Demand Services - Defined: The term "Demand Services", as used herein, is defined to mean ground-transportation services provided to any person requesting same on a demand basis from the designated demand service pick-up zones at the Airport, to any and all points within service areas designated by the Carrier and from such designated service areas to designated drop-off areas at the Terminal at the Airport and for which service the charges or fares are fixed and are paid for by or on behalf of said person at the time the service is rendered in cash or by voucher. All points shall mean door to door service. Said demand service pick-up zones and service areas are defined and set forth in Article 2.05 herein. For the purposes of this Agreement, Demand


FA-2 (AD-2) 7 Services does not include ground transportation services provided by taxicabs, as defined in the Code of Metropolitan Dade County, Florida, or Prearranged Contract Service as defined herein. At all times the obligation of the Carrier to provide required Demand Services shall take precedence over any right of the Carrier to provide Prearranged Contract Services under separate Permit, in the event of any conflicts or problems with equipment or manpower availability.


2.03 Prearranged Contract Services - Defined: The term "Prearranged Contract Services," as used herein is defined to mean nonexclusive ground transportation services provided at a prearranged time, by a single vehicle or, in the case of large groups, by multiple vehicles specifically assigned for such services, from the Airport, to a predetermined specific location, which services are arranged and contracted for in advance of the arrival of the person or persons to be transported at the Airport, and for which service the charges or fares for the service are paid for either in advance by said person or persons as part of a tour, through fare, group or similar arrangement or through an after the fact billing or credit arrangement, as in the case of airline crew transportation services. The provision of Prearranged Contract Services at the Airport, by the Carrier, shall be subject to the issuance by the Department of permits separate and apart from this Agreement and uniform procedures and fees established by the Department and by Operational Directive 24.


2.04 Demand Services - Service Areas: The Carrier shall have the obligation to provide Demand Services to all of Dade County, as a minimum, and to other areas, as designated by the Carrier in the Bid submitted by the Carrier, pursuant to the award of this Agreement, and incorporated herein by reference and hereby designated Exhibit A, and any special remote passenger terminal facilities which might be established to serve the Airport ("Service Areas") using such equipment provided by the Carrier pursuant to Article 4.01. The Carrier with the Department's written concurrence may add, delete or change the Service Areas each six months during the term or any extensions of this Agreement, in order to provide services consistent with customer demand. At least 30 days in advance of any change in Service Areas, the Carrier shall publish and post notice of the Service Areas, prices, service frequencies and loading rules to be used in the following six month period.


2.05 Demand Service Zones: Exhibit B, dated May 18, 1992, attached hereto and made a part hereof, shows, for the Airport, the preferential use service zones, to be used by the providers of Prearranged Contract Services, and the 24 hour demand service zones, to be used by the Carrier, taxicabs as defined by County ordinance, authorized rent-a-cars, and other vehicles owned or


FA-3 (AD-2) 8 authorized by the Department to operate in the 24 hour demand service zones which are not transporting demand services passengers into or off the Airport ("Service Zones"). The Department, to accommodate changing patterns of ground transportation service demands, Airport operational and environmental concerns and Airport construction activities, shall have the right to change such Service Zones, upon due notice to the Carrier and other users of the Service Zones. The Department, at all times, shall have the right and duty to control, by means of operational directives, rules and regulations and other policy statements, the methods and areas of operation and number and size of vehicles, in general or by type of service provided (taxicab, rent-a-car, vehicles of the Carrier, etc.), to be allowed at any time within the Service Zones, and particularly the 24 hour Demand Service Zones. Further, the Department shall have the right to move high density Demand Services of the Carrier from the Service Zones to other designated areas when required by operational necessity.


2.06 Vehicle Storage Area: The Vehicle Storage Area, shown on Exhibit C, attached hereto and made a part hereof, shall be reserved for the use of taxicabs, other holders of Department issued permits, and temporary storage of up to ten vehicles to be used in providing Demand Services under this Agreement. The Department shall have the right to reassign use of or relocate the vehicle storage area, but in no event shall the reassigned/relocated storage area provide for less than ten vehicles of the Carrier.


2.07 Service Obligations: The Carrier shall be obligated to provide all the ground transportation services authorized herein 24 hours per day each day of the year, and shall promptly provide such transportation service to all passengers arriving at curbside at the Airport Terminal facility. Promptly shall mean within fifteen minutes of such passenger arrival at curbside. The Carrier shall adequately meet all demands for such service, including the implementation of additional services as provided for by this Agreement. The Department, in writing, may authorize the substitution of scheduled departure service to low customer demand Service Areas or the subcontracting of such service under such terms established by the Department. In the event the said services are subcontracted, the Carrier shall use its best efforts to insure that at least 10% of the service under subcontract shall be provided by disadvantaged business enterprises.


2.08 Terminal Building - Curbside Leased Space: In the event that the Carrier desires to lease, and the Department agrees to lease, vehicle dispatch facilities, counter space, office space, vehicle service or storage areas or other facilities in or about the Terminal Building and/or Terminal Building Curbside areas, not specifically provided under the terms of this Agreement, other than designated Demand Service


FA-4 (AD-2) 9 starter positions, then such facilities shall be leased at prevailing rental rates,


2.09 Control Check Booths: The Carrier shall staff, operate and maintain the control check booths assigned by the Department to the operation. All vehicles of the Carrier arriving at the Airport and all Demand Service vehicles of the Carrier departing Demand Service Zones shall, unless otherwise authorized by the Department, stop at the control check booths for the making of required internal control checks, passenger counts, and so forth. Data collected by the Carrier from such control check booths shall be made available to the Department for its internal use.


2.10 Public Buses: Nothing contained herein shall prevent the County, through the Department or another agency of the County, from providing public transportation or using public buses from and to the Airport and such shall not constitute a violation of the exclusive rights granted by this Agreement.


2.11 Terminal and Ground Transportation Improvements Programs: The Carrier acknowledges that the County is currently undertaking Terminal and Ground Transportation Improvements Programs that will include airline relocations, changes in access to the Terminal and concourses, construction of new concession spaces, construction of new parking garages, a central toll plaza, widening of the upper and lower drive lanes, realignment of Central Boulevard, a new bus loop, and other improvements that may affect various transportation operations in the Terminal Building Area. THE TERMINAL AND GROUND TRANSPORTATION IMPROVEMENTS PROGRAMS MAY OR MAY NOT AFFECT THE OPERATION OF THE CARRIER AND THE DEMAND SERVICE ZONES, AND THE COUNTY SHALL BE FREE FROM ANY AND ALL LIABILITY TO THE CARRIER FOR BUSINESS DAMAGES OCCASIONED DURING SUCH IMPROVEMENTS PROGRAMS.


2.12 Adjustment of Minimum Guarantee Due to Impact by Construction: After the first year of this Agreement, in the event that the Carrier's demand service passenger ridership leaving the Airport is adversely affected by construction impacting passenger or vehicular access to the Demand Service Zones at the Terminal, reflected by a 10 percent or more reduction in such ridership from the previous year, and the deplaning/enplaning passenger counts of the Airport for the same period have not decreased, the Department shall reduce the Minimum Monthly Guarantee payment required under Article 3.01 by the same percentage of such reduction in ridership, for the month(s) affected. The Carrier must submit a request, in writing to the Department for such reduction in the Minimum Monthly Guarantee, for each month, stating the ridership for the month affected, the previous year's ridership, and the specific cause of disruption.


2.13 Emergency Services: In the event of disruption of the employee and/or public parking shuttle service(s) at the Airport, upon the written request of the Department, the Carrier, if qualified to provide such service, shall operate said bus service


FA-5 (AD-2) 10 on an interim basis. In such event, the Carrier shall be reimbursed for all actual costs plus ten percent of such costs. The actual costs shall be documented in a form auditable and acceptable to the Department. In the event of cessation or disruption of other ground transportation services at the Airport, upon request of the Department, the Carrier shall enhance its service, during such cessation, either directly or through a subcontract to a third party, or the Department may directly provide or contract for some or all of such replacement services.


ARTICLE 3
Payment and Reports


3.01 Minimum Annual Guarantee: The Carrier, for the first year of this Agreement, shall pay to the County a Minimum Annual Guarantee of $250,000.00. This Minimum Annual Guarantee shall be prorated monthly based on the percentages as shown on Exhibit D, attached hereto and made a part hereof, and payable in twelve monthly payments in U.S. funds on the first day of every month in advance and without billing or demand ("Minimum Monthly Guarantee"), plus any State sales/use tax, as may be applicable and required by law.


3.02 Adjustment of Minimum Annual Guarantee: in the event the Carrier is operating by virtue of this Agreement on January 1, 1994, and annually thereafter, for the remaining term of this Agreement or any extension(s) thereof, the Carrier shall pay to the County the Minimum Annual Guarantee as adjusted by the County. This adjustment shall be equal to the change in the Consumer Price Index (CPI) for Miami/Fort Lauderdale, Florida, published by the U.S. Department of Labor from January 1, 1993 (base month) as compared to each subsequent January (anniversary month) of each year of the initial term or any extensions thereof. Upon the determination of the amount of the appropriate increase or decrease, this Agreement shall be administratively amended to reflect the said CPI change as of each January 1, without formal amendment, upon written notification by the County to the Carrier. In no event shall such an adjustment result in a decrease in the annual guarantee below that of the first year Minimum Annual Guarantee.


3.03 Percentage Fees: As additional consideration for the rights and privileges granted the Carrier herein, the Carrier shall pay the County the amount by which six and thirty and no hundredths percent (6.30%) of the monthly Gross Revenues as defined in Article 3.04 exceeds the Minimum Monthly Guarantee payment required by Article 3.01, and as such monthly guarantee payment may be adjusted in accordance with Article 3.02. The Carrier shall pay such amount to County by the tenth day of the month following the month in which the gross revenues were received or accrued. Any unreported revenues determined by the annual audit provided for in Article 3.12, are considered due


FA-6 (AD-3) 11 by the tenth day of the month following the month during which the gross revenues were received or accrued and late payment charges will be applied in accordance with Article 3.05.


The amount of the Percentage Fee payable hereunder by the Carrier on monthly Gross Revenues for demand service passengers, originating and transported specifically from the Seaport to the Airport, shall be reduced by the amount paid by the Carrier to the Seaport Department in fees for the privilege of transporting passengers from the Seaport to the Airport, but in no event shall such reduction be greater than the percent fee payable to the Department for such Seaport-to-Airport service under this Agreement.


3.04 Gross Revenues: The term "Gross Revenues" shall mean all monies, paid or payable for all transactions made or services rendered by the Carrier or its subcontractor pursuant to the terms of this Agreement, regardless of when paid, or when or where transactions are made or services rendered, whether paid or unpaid, whether on a cash or credit basis, including, but not limited to, monies derived from providing the Demand Services to and from the Airport and sales of advertising space; provided, however, any sales and use taxes imposed by law and directly paid by the Carrier to a taxing authority shall be excluded therefrom. For these purposes, advance or deposit receipts shall be recognized as Gross Revenues when received and billings for services rendered shall be recognized as Gross Revenues when the services are performed. Receipts from passengers (or the distributor of such coupons, tokens and vouchers) using coupons, tokens, and vouchers shall be considered part of Gross Revenues if used for Demand Services. Such coupons, tokens and vouchers may be at discounted rates. Sales Commissions paid by the Carrier to third parties shall be deducted from Gross Revenues.


3.05 Late Payment Change: In the event the Carrier fails to make any payments as required to be paid under the provisions of this Agreement within ten calendar days of the due date, interest at the rates established from time to time by the Board o
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