SHARED RIDE and LIMOUSINE SERVICE CONCESSION Web viewConstruction General ... a firm to provide...

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Broward County Aviation Department

100 Aviation BoulevardFort Lauderdale, FL 33315

E-mail: [email protected]; Phone: (954) 359-1278FAX (954) 359-6198

Request for Proposal (RFP)

RFP #20110614-0-AV-01SHARED RIDE and LIMOUSINE SERVICE CONCESSION

FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT

Procurement Authority Pursuant to the Broward County Administrative Code, Chapter 26, Operational Policy, Aviation, the

Broward County Commission invites qualified firms to submit Letters of Proposal for consideration to provide services on the following project:

Shared Ride and Limousine Service Concession at the Fort Lauderdale-Hollywood International Airport

Unchecked boxes do not apply to this solicitation.

Standard Request for Proposal pursuant to Broward County Administrative Code, Chapter 26.

Construction General Contractor: Two-Step Process - (Step 1) Issue RFI to Short list firms - (Step 2) Issue Invitation for Bids to Shortlisted firms to obtain bids

Establish Library of Firms for Services

Pursuant to the Broward County Procurement Code, the Broward County Commission invites qualified firms to submit Letters of Proposal for consideration to provide Construction Manager at Risk Services on the following project.

Standard Construction Manager at Risk

Construction Manager at Risk (Modified): Two Step Process - (Step 1) Issue RFI to Short list firms (Step 2) Issue Invitation for Bids to Shortlisted firms to obtain bids

Pursuant to Florida Statutes, Chapter 287.055 (Consultants Competitive Negotiations Act), the Broward County Commission invites qualified firms to submit Letters of Proposal for consideration to provide Professional Consulting Services on the following project.

Non-Continuing Contract: (Check only one box)

Professional services needed for a construction project where the construction costs exceed $ 325,000

Professional services needed for a planning or study activity where the fee for the professional services exceed $ 35,000

Continuing Contract :( Check only one box)

Professional services needed for projects in which construction costs do not to exceed $2 million

Professional services needed for study activities when the fee for such professional service does not exceed $ 200,000

Professional services needed for work of a specified nature

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Design-Build: (Check only one box)

Qualification - Based with a Guaranteed Maximum Price and a Guaranteed Completion Date

Two-Step process - (Step 1) Issue RFI to Short list firms - (Step 2) Issue Request for Proposals to Shortlisted firms to obtain proposals

The scope of services shall include, but not be limited to, the following:

The selected Share Ride and Limousine Service Concessionaire (Concessionaire) shall have the non-exclusive right to operate a limousine common carriage and shared ride service for the purpose of transporting airline passengers to and from the Terminals at the Fort Lauderdale-Hollywood International Airport (Airport) and such other points at the Airport as may be subsequently designated by the Aviation Department, to all points in Broward, Miami-Dade and Palm Beach Counties for a term of five (5) years. During the term of the Agreement, it is anticipated that the form of privilege fee will change from a privilege fee based on the greater of a per capita charge versus a Minimum Annual Guarantee to a privilege fee based on the greater of a per-trip fee versus a Minimum Annual Guarantee. When and if the County determines that such a change will be undertaken, the Concessionaire shall be given the chance to opt out of the Agreement with one (1) year notice to the County. The selected Concessionaire shall be responsible for providing sufficient service vehicles to meet arriving passengers at all Terminals at the Airport on a 24-hour basis and shall be capable of obtaining any required licenses or authorizations to do business in the State of Florida and Broward, Miami-Dade and Palm Beach Counties. The County will install kiosks in designated areas within the Airport terminals for the purpose of handling customer transactions and providing information regarding the service, and the Concessionaire will be expected to operate from these kiosks.

The Broward County Aviation Department (BCAD) is in a separate competitive process to select a firm to provide ground transportation management (GTM) services which will be responsible for managing commercial vehicle dispatching at the Airport. The Concessionaire will be required to adjust its operation to conform to the new form of curbside operations pursuant to the implemented Ground Transportation Program (GTP), once the GTM is selected and is operating. The following table presents the differences anticipated between the operations at the commencement of the Agreement and the projected operations under the GTP, subject to the award of the GTM agreement. Please note that these are anticipated changes to operations and the differences will be more completely defined upon the approval of the GTP provided by the GTM.

Upon Commencement of the Agreement Under GTPConcessionaire will operate from a County-supplied kiosk within each terminal, selling tickets and organizing trips for potential passengers. The Concessionaire will be required to provide point of sale equipment for each kiosk location.

No change

Concessionaire operates with starters on the curb, calling its own vans and/or limousines and assist with the loading process on the curb.

When Concessionaire is ready to have a vehicle be loaded on the curb, it will notify the GTM which will summon the van and/or limousine from the holding area.

Vehicles must wait in the assigned staging area until summoned by the Concessionaire’s starter on the curb.

Vehicles must wait in the assigned staging area until summoned by the GTM.

Concessionaire must purchase AVI transponders No change

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for all vehicles, allow for their installation, and must maintain their functionality.

Concessionaire pays a Privilege Fee based on the greater of a Minimum Annual Guarantee (MAG) or a ”Per Capita Charge” (fee per deplaned passenger).

Privilege Fee will be based on the greater of a “Per Trip Fee” or a MAG.

The selected Concessionaire must comply with the requirements of the Airport Concession Disadvantaged Business Enterprise (ACDBE) Program. The selected Concessionaire shall be required to submit quarterly reports of ACDBE participation on a form to be supplied by the County’s Office of Economic and Small Business Development (OESBD).

The Evaluation Committee (EC) will either negotiate with the selected Concessionaire or delegate that responsibility to staff members. The Concession Agreement (the proposed form of which is attached to this RFP) will be subject for approval by the Board of County Commissioners (Commission).

Submittal InstructionsUnchecked boxes do not apply to this solicitation.

Only interested firms from the Sheltered Market may respond to this solicitation.

This solicitation is open to the general marketplace.

Interested firms may supply requested information in the “Evaluation Criteria” section by typing right into the document using Microsoft Word. Firms may also prepare responses and any requested ancillary forms using other means but following the same order as presented herein.

Submit nine (9) CDs containing the following files:

1. A single PDF file that contains your entire response with each page of the response in the order as presented in the RFP document, including any attachments.

2. Responses to the Evaluation Criteria questions are to be provided in the following formats: a. Microsoft Word for any typed responses. b. Microsoft Excel for any spreadsheets. c. Pictures, drawings and illustrations in portable document (.pdf) format.

CD or DVD discs included in the submittal must be finalized or closed so that no changes can be made to the contents of the discs.

IT IS IMPORTANT THAT EACH CD BE LABELED WITH THE COMPANY NAME, RFP NUMBER AND TITLE, AND THEN PLACED IN AN INDIVIDUAL DISC ENVELOPE.

Additionally, submit one original hard copy (1) of your response (with all original required signatures, marked as “ORIGINAL” on the front cover), as well as nine (9) printed copies of your response.

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It is the responsibility of each firm to assure that the information submitted in both its written response and CDs are consistent and accurate. If there is a discrepancy, the information provided in the written response shall govern. This is of particular importance in the implementation of the County's tiebreaker criteria. As set forth in Section 21.31.d of the Procurement Code, the tiebreaker criteria shall be applied based upon the information provided in the firm's response to the solicitation. Therefore, in order to receive credit for any tiebreaker criterion, complete and accurate information must be contained in the written submittal.

Send all requested materials to:

Broward County Aviation DepartmentAttention: Desmond Wilson100 Aviation BoulevardFort Lauderdale, FL 33315RE: RFP #20110614-0-AV-01

PROPOSALS MUST BE DELIVERED TO THE ABOVE ADDRESS. PROPOSALS SENT OR DELIVERED TO THE AIRPORT WILL BE RETURNED UNOPENED AND WILL NOT BE CONSIDERED.

The Aviation Department must receive submittals no later than 5:00 pm on Monday, December 19, 2011. Purchasing will not accept electronically transmitted, late, or misdirected submittals. If fewer than three interested firms respond to this solicitation, the Director of Purchasing may extend the deadline for submittal by up to four (4) weeks. Submittals will only be opened following the final submittal due date.

Pre-Response Conference:

A Pre-Response Conference, will be held on Tuesday, November 22, 2011 at 1:00 p.m. at Fort Lauderdale-Hollywood International Airport in the Broward County Aviation Department's Training Room at the Aviation Department Administrative Offices, 100 Aviation Boulevard, Fort Lauderdale, FL 33315, telephone number (954) 359-1278. The pre-response conference is not mandatory, but it is strongly encouraged that respondents attend to have a full understanding of the services being requested.

Inquiry Period:

All inquiries regarding this RFP shall be made in writing, either through mail, e-mail or facsimile and must be submitted by no later than 5:00 p.m. on Monday December 12, 2011. Oral or telephonic inquiries will not be responded to, except for requests for ADA accommodations, as discussed below. No personal responses to queries will be provided, but all pertinent questions will be responded to in an Addendum to the RFP which will be made available to all potential respondents by being posted on the County’s website (www.broward.org/purchasing/)

In accordance with the Americans with Disabilities Act of 1990, all persons who are disabled and who need special accommodations to participate in any proceeding concerning this RFP because of that disability shall contact John O’Hara, not later than five (5) days prior to the proceeding. John O’Hara may be reached at the Aviation Department, 100 Aviation Boulevard, Fort Lauderdale, FL 33315, telephone number (954) 359-1278; (954) 336-2785 via Florida Relay Service for TTY Service.

FOR ADDITIONAL PROJECT INFORMATION CONTACT:Project Manager: John O’HaraPhone: (954) 359-1278

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http://www.broward.org/purchasing/bids/bids.htm




Facsimile: (954) 359-6198Address: 100 Aviation Boulevard, Fort Lauderdale, FL 33315E-mail: [email protected]

Evaluation ProcessAn Evaluation Committee (EC) will be responsible for recommending the most qualified firms and rating them for negotiation. The process for this procurement may proceed in the following manner:

Review ResponsesThe Aviation Department delivers the submittals to agency staff for summarization for the EC members. The Office of Economic and Small Business Development (OESBD) staff evaluates submittals to determine compliance with the Airport Concession Disadvantaged Business Enterprise (ACDBE) program requirements, if applicable. Agency staff will prepare an analysis report which includes a matrix of responses submitted by the firms.

Staff will also identify any incomplete responses. Broward County Aviation Department staff will review the information provided in the matrix and will make a recommendation to the Evaluation Committee as to each firm’s responsiveness to the requirements of the RFP. The final determination of responsiveness rests solely on the decision of the Evaluation Committee.

At any time prior to award, the awarding authority may find that an offeror is not responsible to receive a particular award. The awarding authority may consider the following factors, without limitation: debarment or removal from the authorized vendors list or a final decree, declaration or order by a court or administrative hearing officer or tribunal of competent jurisdiction that the offeror has breached or failed to perform an agreement, claims history of the offeror, performance history on a County agreement(s), an unresolved concern, or any other cause under this code and Florida law for evaluating the responsibility

Short ListingThe EC will meet to create a short list of the most qualified firms. The matrix and staff analysis report is a tool that the EC may use in its decision-making process. The County will not consider oral or written communications, prior to the conclusion of short-listing the firms, which may vary the terms of the submittals.

Evaluation Criteria

In accordance with responses requested in Attachment 2, Evaluation Criteria, Shared Ride and Limousine Service Request for Proposals (RFP) , the following information is provided in an effort to clearly outline the evaluation criteria that have been established in determining which Company will best contribute to the overall goals of this RFP.

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The following list of Evaluation Criteria total 100 points. Subsequent pages will further detail and define the Evaluation Criteria which are summarized with their numerical point ranges.

Criteria Evaluation Points AvailableCompany’s Profile & Performance: The focus is the past performance of the company at other airports or similar types of operation that will be operating the concession. Higher scores will be awarded for performance that is current, relevant and closely related to the scope of service outlined in this RFP.

15

Management Qualifications, Experience & References: The focus is on the overall experience of the concession manager and supervisory team that will be operating the concession at FLL. Higher scores will be awarded for managers and supervisors that have previous experience operating a twenty-four (24) hours per day, seven (7) days per week shared ride and/or limousine operation at a large transportation facility.

20

Proposed Operation Plan: The focus is on quality control measures, level of service, management of drivers (employee, franchisee, contractor) fare structure, proposed types/mix of vehicles and procedures for handling disabled passengers. Higher scores will be awarded for a detailed operational plan which is specific to the proposed operation at FLL and meet the scope of services for this RFP. The proposed operational plan must address how the concession will be operated initially, as well as subsequent to the commencement of the GTP operation.

35

Proposed Minimum Annual Guarantee: The highest proposed MAG will receive twenty (20) points. All others will receive points calculated as follows: 20 x (proposed minimum annual guarantee)/highest proposed minimum annual guarantee.

20

Presentation Meeting: If the Respondent is shortlisted, the shortlisted firms will be asked to provide an oral presentation of no more that fifteen (15) minutes, followed by a question and answer session to the EC. The presentation topic will be based on the proposed operation at FLL. The EC will evaluate the presentation and assign a numerical value to each presentation with the company providing the best presentation receiving

10

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Criteria Evaluation Points Availablea numerical score of ten (10) and all other companies receiving a numerical score of nine (9) or below.

Cone of SilenceAt the time of the Evaluation Committee appointment (which is typically prior to the advertisement of the solicitation document) in this RFP process, a Cone of Silence will be imposed. Section 1-266, Broward County Code of Ordinances as revised, provides that after Evaluation Committee appointment, potential vendors and their representatives are substantially restricted from communicating regarding this RFP with the County Administrator, Deputy and Assistants to the County Administrator and their respective support staff, or any person appointed to evaluate or recommend selection in this RFP process. For communication with County Commissioners and Commission staff, the Cone of Silence allows communication until the Shortlist Meeting of the Evaluation Committee. After the application of the Cone of Silence, inquiries regarding this RFP should be directed to the Director of Purchasing or designee.

The Cone of Silence terminates when the County Commission or other awarding authority takes action which ends the solicitation.

Demonstrations

If this box is checked, then this project may lend itself to an additional step where firms demonstrate the nature of their offered solution. In those cases, staff, and sometimes members of the EC, may request a representative display or demonstration. If the EC decides that demonstrations are necessary, qualified firms will receive a description of, and arrangements for, the desired demonstration.

Miminum Annual Gaurantee & Proposed Fare Structure Unchecked boxes do not apply to this solicitation.

The proposed Minimum Annual Gaurantee will be considered in the final evaluation and ranking of the Respondents.

The proposed Minimum Annual Gaurantee will not be a factor in evaluating or rating the interested firms.

The Respondent must complete the Proposed Fare Structure-Shared Ride by Vans and Proposed Fare Structure-Limousine Service forms that are provided in the Evaluation Criteria, Section 6, of the solicitation. The completed forms are required to be submitted as part of this solicitation response and will be provided to the EC for review. Additionally, County staff and the top ranked firm may negotiate the Proposed Fare Structure-Shared Ride by Vans and Proposed Fare Structure-Limousine Service charged to passengers during the Negotiation Phase of this process.

Public Art and Design ProgramUnchecked boxes do not apply to this solicitation.

Section 1-88, as amended, of the Broward County Code (of Ordinances) contains the requirements for the Broward County’s Public Art and Design Program. It is the intent of Broward County to functionally integrate art, when applicable, into capital projects and integrate artists’ design concepts into this improvement project. The bidder may be required to collaborate with

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the artist(s) on design development within the scope of this request. Artist(s) shall be selected by Broward County through an independent process. (For additional information contact Mary Becht at (954) 357-7456).

Presentations/Interviews/Ranking Each of the short-listed firms will have an opportunity to make an oral presentation to the EC on the firm’s approach to this project and the firm’s ability to perform. The EC may provide a list of subject matter for the discussion. The firms will have equal time to present but the question-and-answer time may vary. The EC will rank the firms and post its recommendation for three days as a “Proposed Recommendation of Ranking”. Following this three-day period, if no objections to the proposed ranking have been received in writing by the Director of Purchasing, a Final Recommendation of Ranking will be posted and presented to the Board for approval. At the discretion of the Board, presentations to the Board of County Commissioners by the ranked firms may be required.

State and Local PreferencesIf the solicitation involves a federally funded project where the fund requirements prohibit the use of state and/or local preferences, such preferences contained in the County's Local Preference Ordinance, Domestic Partnership Ordinance and Procurement Code will not be applied in the procurement process.

Negotiation and AwardThe Purchasing Negotiator, assisted by County staff, will attempt to negotiate an agreement with the first ranked firm. If an impasse occurs, the County ceases negotiation with the firm and begins negotiations with the next-ranked firm. The final negotiated agreement will be forwarded by the Purchasing Negotiator to the Evaluation Committee for approval, if required by the committee, or to the awarding authority for approval.

Posting of Solicitation and Proposed Agreement AwardsThe Broward County County's website is the official location for the County's posting of all solicitations and Agreement award results. It is the obligation of each vendor to monitor the website in order to obtain complete and timely information. The website is located athttp://www.broward.org/Purchasing/Pages/SolicitationResult.aspx

Vendor Protest

Sections 21.118 and 21.119 of the Broward County Procurement Code set forth procedural requirements that apply if a vendor intends to protest a solicitation or proposed award of a Agreement and state in part the following:

(a) Any protest concerning the bid or other solicitation specifications or requirements must be made and received by the County within seven (7) business days from the posting of the solicitation or addendum on the County’s website. Such protest must be made in writing to the Director of Purchasing. Failure to timely protest bid specifications or requirements is a waiver of the ability to protest the specifications or requirements.

(b) Any protest concerning a solicitation or proposed award above the award authority of the Director of Purchasing, after the bid opening, shall be submitted in writing and received by the County within five (5) business days from the posting of the recommendation of award on the County's website.

(c) Any actual or prospective bidder or offeror who has a substantial interest in and is aggrieved in

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http://www.broward.org/Purchasing/Pages/SolicitationResult.aspx




connection with the proposed award of a Agreement which does not exceed the amount of the award authority of the Director of Purchasing, may protest to the Director of Purchasing. The protest shall be submitted in writing and received within three (3) business days from the posting of the recommendation of award on the County's website.

(d) For purposes of this section, a business day is defined as Monday through Friday between 8:30 a.m. and 5:00 p.m. Failure to timely file a protest within the time prescribed for a solicitation or proposed Agreement award shall be a waiver of the vendor's right to protest.

(e) Protests arising from the decisions and votes of a Evaluation Committee or Evaluation Committee shall be limited to protests based upon the alleged deviations from established Committee procedures set forth in the Broward County Procurement Code and existing written Guidelines. Any allegations of misconduct or misrepresentation on the part of a competing vendor shall not be considered a protest.

(f) As a condition of initiating any RFP protest, the protestor shall present the Director of Purchasing a nonrefundable filing fee in accordance with the table below.

Estimated Agreement Amount Filing Fee$30,000 - $250,000 $ 500$250,001 - $500,000 $1,000$500,001 - $5 million $3,000Over $5 million $5,000

If no Agreement bid amount was submitted, the estimated Agreement amount shall be the County’s estimated Agreement price for the project. The County may accept cash, money order, certified check, or cashier’s check, payable to Broward County Board of Commissioners.

Employment Verification Program (E-Verify)Unchecked boxes do not apply to this solicitation.

If this service is funded by the State of Florida, complete and return Attachment “___”, Employment Eligibility Verification Program Contractor Certification”.

Rejection of ResponsesThe Evaluation Committee may recommend to the Director of Purchasing the rejection of all responses to this solicitation.

Public Records and Exemptions

Upon receipt, all response submittals become "public records" and shall be subject to public disclosure consistent with Chapter 119, Florida Statutes. Any firm that intends to assert any materials to be exempted from public disclosure under Chapter 119, Florida Statutes must submit the document(s) in a separate bound document labeled "Name of Firm, Attachment to Proposal Package, RFP# - Confidential Matter". The firm must identify the specific statute that authorizes the exemption from the Public Records Law.

Failure to provide this information at the time of submittal may result in a recommendation by the Director of Purchasing that the response is non-responsive.

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Any claim of confidentiality on materials that the firm asserts to be exempt and placed elsewhere in the submittal will be considered waived by the firm upon submission, effective after opening.Please be aware that submitting confidential material may impact full discussion of your submittal by the Selection/Evaluation Committee because the Selection/Evaluation Committee will be unable to talk about the details of the confidential material(s) at the public Selection/Evaluation Committee meeting. Please note that the financial statement exemption provided for in Section 119.071(1) c, Florida Statutes only applies to submittals in response to a solicitation for a "public works" project.

Copyrighted Materials

Copyrighted material will be accepted as part of a submittal only if accompanied by a waiver that will allow the County to make paper and electronic copies necessary for the use of County staff and agents. It is noted that copyrighted material is not exempt from the Public Records Law, Chapter 119, Florida Statutes. Therefore, such material will be subject to viewing by the public, but copies of the material will not be provided to the public.

Domestic Partner

This solicitation may include preference for county contractors providing for nondiscrimination of benefits for domestic partners. (Reference Ordinance No. 1999-18, as amended)

In accordance with Broward County Code, Chapter 16 ½ , section 16 ½ -157 and the Broward County Administrative Code, Subsections 21.31.a.,6.,7.,8., the Broward County Board of County Commissioners reserves the right to apply a preference in the award of a Agreement to those Contractors providing for nondiscrimination of benefits for domestic partners.

This preference may be applied to all awards of $250,000 per annum or more. The determination to apply this preference shall be made by the Board of County Commissioners.

To be eligible for the domestic partnership preference, a contractor’s program eligibility criteria must be substantially equivalent to those established in Section 16 ½ -153 (b), Broward County Code. A contractor will be deemed ineligible for the domestic partnership preference if its benefits program discriminates against employees in violation of the Broward County Human Rights Act.

Local Preference

In accordance with Broward County Ordinance No. 2004-29, the Broward County Board of County Commissioners provides a local preference. This preference includes any county with which the Broward County Board of County Commissioners has entered into an inter-local agreement of reciprocity. Except where otherwise provided by federal or state law or other funding source restrictions, a local proposer whose submittal is within 5% of the highest total ranked proposer outside of the preference area will become the firm with whom the County will proceed with negotiations for a final Agreement.

Local business means the vendor has a valid occupational license issued by the county within which the vendor conducts their business at least one year prior to bid or proposal opening, that authorizes the business to provide the goods, services or construction to be purchased and a physical address located within the limits of said county, in an area zoned for the conduct of such business, from which the vendor operates or performs business on a day-to-day basis that is a substantial component of the goods or

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services being offered. Post Office Boxes are not verifiable and shall not be used for the purpose of establishing a physical address.

***NOTICE TO PROPOSERS***

Proposers are invited to pay strict attention to the following requirements of this RFP. The information being requested in this section is going to be used by the Evaluation Committee during the selection/evaluation process and further consideration for Agreement award. Please be aware that proposers have a continuing obligation to provide the County with any material changes to the information being requested in this RFP.

A. Definition of a Responsive Bidder:

In accordance with Broward County Procurement Code Section 21.8.b.66, a Responsive Bidder means a person who has submitted a bid which conforms in all material respects to a solicitation. A bid or proposal of a Responsive Bidder must be submitted on the required forms, which contain all required information, signatures, notarizations, insurance, bonding, security, or other mandated requirements required by the bid documents to be submitted at the time of bid opening.

Responsiveness CriteriaFailure to provide the information required below, at the time of submittal opening may result in a recommendation of non-responsive by the Director of Purchasing. The EC will determine whether the firm is responsive to the requirements specified herein. The County reserves the right to waive minor technicalities or irregularities as is in the best interest of the County in accordance with Section 21.30.f.1(c) of the Broward County Procurement Code.

1. Office of Economic and Small Business Development Program Requirements

The Broward County Business Opportunity Act of 2004 and the County Business Enterprise (CBE) Act of 2009 establish the County’s policies for participation by small business enterprises, county business enterprises, and federal disadvantaged business enterprises in all County contracts and in other selected activities.

The Office of Economic and Small Business Development has established an Airport Concession Disadvantaged Business Enterprise (ACDBE) participation goal of fourteen percent (14%) for this business opportunity. Responding firms are advised that ACDBE goals for this project are calculated as a percentage of the total anticipated gross receipts for the concession activity. This goal may be met through any means approved pursuant to 49 CFR Part 23.

Please see Section 9 of the Evaluation Criteria for more specific information about compliance and submittals.

2. Financial Information

Although the review of a vendor's financial information is an issue of responsibility, the failure to either provide the financial documentation or correctly assert a confidentiality claim pursuant the Florida Public Records Law and the solicitation requirements as stated in the Evaluation Criteria and Public Record and Exemptions sections may result in a recommendation of non-responsive by the EC.

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3. Litigation History

Although the review of a vendor's litigation history is an issue of responsibility, the failure to provide litigation history as required in the Evaluation Criteria may result in a recommendation of non-responsive by the EC.

4. Thoroughness of Response

(a) In order to be deemed Responsive, the Respondent must respond to EVERY item in the Evaluation Criteria. If a specific item does not apply to Respondent, then the Respondent must reply with “N/A” or “No” or “None” (or some similar wording). Ignoring any one or more item may result in the Response being removed from further consideration.

(b) All pages of the response must be consecutively numbered.

5. Joint Venture Required Submittal

A Joint Venture is required to provide evidence with its response that the Joint Venture, or at least one of the Joint Venture partners, holds a Certificate of Authority from the Florida Department of State, Division of Corporations to transact business in the State of Florida. Failure to provide such evidence may result in the Respondent being found non-responsive.

6. Minimum Financial Offer

In order to be deemed Responsive, the Respondent must propose a Minimum Annual Guarantee for the first year of the Agreement of no less than five hundred thousand dollars ($500,000.00).

Responsibility Criteria

In accordance with Broward County Procurement Code Section 21.8.b.65, a Responsible Bidder or Offeror means an offeror who has the capability in all respects to perform the Agreement requirements, and the integrity and reliability which will assure good faith performance.

Responsibility Criteria include, but are not limited to:

1. Respondent must be capable of obtaining all licenses necessary to conduct the business that it proposes in its response.

2. Respondent must be financially capable of performing the work and making the investment required under the Agreement contemplated under this RFP.

3. Respondent shall have sufficient service vehicles to meet all arriving passengers at all Terminals at the Airport on a 24-hour basis.

4. Respondent, or a principal of the Respondent, must meet and have demonstrated experience in the successful operation of a shared ride and/or limousine service at a large transportation hub or a large airport for the last three (3) consecutive years.

Additionally, the awarding authority may consider the following factors, without limitation: debarment or removal from the authorized vendors list or a final decree, declaration or order by a court or administrative hearing officer or tribunal of competent jurisdiction that the offeror has breached or failed to perform an

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agreement, claims history of the offeror, performance history on a County agreement(s), an unresolved concern, or any other cause under this code and Florida law for evaluating the responsibility of an offeror.

Right of AppealPursuant to Section 21.83 of the Broward County Procurement Code, any vendor that has a substantial interest in the matter and is dissatisfied or aggrieved in connection with the Evaluation Committee's determination of responsiveness may appeal the determination pursuant to Section 21.120 of the Code. The appeal must be in writing and sent to the Director of Purchasing within ten (10) calendar days of the determination by the Evaluation Committee to be deemed timely.

As required by Section 21.120, the appeal must be accompanied by an appeal bond by a person having standing to protest and must comply with all other requirements of this section. The institution and filing of an appeal is an administrative remedy to be employed prior to the institution and filing of any civil action against the County concerning the subject matter of the appeal.

EVALUATION CRITERIA

Evaluation Criteria

With regard to the Evaluation criteria, each firm has a continuing obligation to provide the County with any material changes to the information requested. The County reserves the right to obtain additional information from interested firms.

The Respondent shall submit the following documentation and information for evaluation by the EC. All information shall be presented in the same order and submitted on “Evaluation Criteria” as listed below.

Evaluation Criteria –

Company Profile & Performance

Provide answers below. When an entire response cannot be entered, a summary, followed with a page number reference where a complete response can be found is acceptable.

1. Supply legal firm name, headquarters address, local office addresses, state of incorporation, and key firm contact names with their phone numbers and e-mail addresses.

2. Supply the interested firm’s federal ID number and Dun and Bradstreet number.

3. Is the interested firm legally registered, pursuant to the requirements of the Florida Statutes, to do business in the State of Florida?

4. All firms are required to provide Broward County the firm's financial statements at the time of submittal in order to demonstrate the firm's financial capabilities. Failure to provide this information at the time of submittal may result in a recommendation by the EC or the Director of

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Purchasing that the response is non-responsive.

Each firm shall submit its most recent two (2) years of financial statements (including, at minimum Balance Sheets, Statements of Earnings, and Statements of Cash Flow) for review. The financial statements are not required to be audited financial statements. With respect to the number of years of financial statements required by this RFP, the firm must fully disclose the information for all years available; provided, however, that if the firm has been in business for less than the required number of years, then the firm must disclose for all years of the required period that the firm has been in business, including any partial year-to-date financial statements. The County may consider the unavailability of the most recent year’s financial statements and whether the firm acted in good faith in disclosing the financial documents in its evaluation.Any claim of confidentiality on financial statements should be asserted at the time of submittal. If the Respondent is putting forth a claim of confidentiality, the financial statements should be submitted in a separate bound document labeled "Name of Firm, Attachment to Proposal Package, RFP #20110614-0-AV-01-Confidential Matter". The firm must identify the specific statute that authorizes the exemption from the Public Records Law.Failure to provide this information at the time of submittal may result in a recommendation by the Director of Purchasing or the EC that the response is non-responsive.Please note that the financial statement exemption provided for in Section 119.071(1) c, Florida Statutes only applies to submittals in response to a solicitation for a "public works" project.

5. List and describe all bankruptcy petitions (voluntary or involuntary) and liens which have been filed by or against the interested firm, its parent or subsidiaries, predecessor organization(s), or any wholly-owned subsidiary during the past three (3) years. Include in the description the disposition of

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each such bankruptcy petition and lien.

6. List all business related claims, arbitrations, administrative hearings, and lawsuits that are pending or were filed during the last three (3) years brought by or against the firm, its predecessor organization(s), or any wholly-owned subsidiary including but not limited to those claims, arbitrations, administrative hearings and lawsuits that allege negligence, error, or omission, or default, termination, suspension, failure to perform, or improper performance of an obligation of an agreement or a legal duty related to an agreement. The list should include all case names; case, arbitration, or hearing identification numbers; identification of the project involved in the dispute; a description of the subject matter of the dispute; and the final outcome or current status if the matter has not become final.

7. List and describe all criminal proceedings or hearings concerning business related offenses in which the interested firm, its principals, officers, predecessor organization(s), or wholly owned subsidiaries were defendants.

8. Has the interested firm, its principals, officers, or predecessor organization(s) been debarred or suspended from bidding by any government during the last three (3) years? If yes, provide details.

9. Has your company ever failed to complete any work awarded to you? If so, where and why?

10. Has your company ever been terminated from an agreement? If so, where and why?

11. Insurance Requirements: Attached is a sample Certificate of Insurance. It reflects the insurance requirements deemed necessary for this project. It is not necessary to have this level of insurance in effect at the time of submittal but it is necessary to submit certificates indicating that the firm currently carries the insurance or to submit a letter from the carrier indicating upgrade availability.

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Legal Requirements


1. Standard Agreement Language:

Attached to this solicitation is a Draft Concession Agreement. The County proposes to utilize these terms and conditions in developing an agreement pursuant to this RFP. Submittals in response to this RFP shall identify and disclose each term or condition the Respondent cannot agree to as a agreement provision, if any, and shall clearly and concisely state the reason or reasons the Respondent cannot agree. The disclosure required by this paragraph is intended to be utilized during the selection process in evaluating the timeliness, the difficulty, and the ability of the County to successfully negotiate an agreement with Respondent. A Respondent that fails to disclose this required information shall not be automatically eliminated from consideration under this RFP; however, such failure may be considered in evaluating the Respondent. In addition, the County may terminate negotiations with the Respondent if the Respondent does not agree to include, in the concession agreement, any term or condition that it did not object to pursuant to this provision.

2. Cone of Silence: This County’s ordinance prohibits certain communications among vendors, county staff, and Evaluation Committee members. Identify any violations of this ordinance by any members of the responding firm or its joint venturers. The firm(s) submitting is expected to sign and notarize the Cone of Silence Certification included in this solicitation.

3. Public Entity Crimes Statement: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit an offer to perform work as a consultant or agreement with a public entity, and may not transact business with Broward County for a period of 36 months from the date of being placed on the convicted vendor list. Submit a statement fully describing any violations of this statute by members of the interested firm or its joint venturers.

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Legal Requirements


4. No Contingency Fees: By responding to this solicitation, each firm warrants that it has not and will not pay a contingency fee to any company or person, other than a bona fide employee working solely for the firm, to secure an agreement pursuant to this solicitation. For Breach or violation of this provision, County shall have the right to reject the firm’s response or terminate any agreement awarded without liability at its discretion, or to deduct from the agreement price or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration.

Submit an attesting statement warranting that the Responder has not and will not pay a contingency fee to any company or person, other than a bona fide employee working solely for the firm, to secure an agreement pursuant to this solicitation.

5. DRUG FREE WORKPLACE:

Do you have a drug free workplace policy?(a) If so, please provide a copy of your drug free

workplace policy in your proposal.(b) Does your drug free workplace policy comply

with Section 287.087 of the Florida Statutes?(c) If your drug free workplace policy complies with

Section 287.087 of the Florida Statutes, please complete the attached Drug Free Workplace Policy Certification Form.

(d) If your drug free workplace policy does not comply with Section 287.087of the Florida Statutes, does it comply with the drug free workplace requirements pursuant to Section 21.31.a.2 of the Broward County Procurement Code?

(e) If so, please complete the attached Drug Free Workplace Policy Certification Form.

(f) If your drug free workplace policy does not comply with Section 21.31.a.2 of the Broward County Procurement Code, are you willing to comply with the requirements Section 21.31.a.2 of the Broward County Procurement Code?

(g) If so, please complete the attached Drug Free Workplace Policy Certification Form.

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Legal Requirements


Failure to provide a notarized Certification Form in your proposal indicating your compliance or willingness to comply with Broward County's Drug Free Workplace requirements as stated in Section 21.31.a.2 of the Broward County Procurement Code may result in your firm being ineligible to be awarded an agreement pursuant to Broward County's Drug Free Workplace Ordinance and Procurement Code

6. Non-Collusion Statement: By responding to this solicitation, the vendor certifies that this offer is made independently and free from collusion. Vendor shall disclose on the attached Non-Collusion Statement Form to their best knowledge, any Broward County officer or employee, or any relative of any such officer or employee as defined in Section 112.3135(1) (c), Florida Statutes (1989), who is an officer or director of, or had a material interest in, the vendor’s business, who is in a position to influence this procurement. Any Broward County officer or employee who has any input into the writing of specifications or requirements, solicitation of offers, decision to award, evaluation of offers, or any other activity pertinent to this procurement is presumed, for purposes hereof, a person has a material interest if they directly or indirectly own more than 5 percent of the total assets or capital stock of any business entity, or if they otherwise stand to personally gain if the agreement is awarded to this vendor. Failure of a vendor to disclose any relationship described herein shall be reason for debarment in accordance with the provisions of the Broward County Procurement Code. Respondent shall complete and submit the Non-Collusion Statement included in this RFP.

7. Scrutinized Companies List Certification: Any company, principals, or owners on the Scrutinized Companies with Activities in Sudan List or on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List is prohibited from submitting a bid, proposal or response to a Broward County solicitation for goods or services in an amount equal to or greater than $1 million.

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Legal Requirements


Therefore, if applicable, each company submitting a bid, proposal or response to a solicitation must certify to the County that it is not on either list at the time of submitting a bid, proposal or response. The certification form is referenced as Scrutinized Companies List Certification on page 23 and must be completed and submitted prior to award. Failure to submit the certification form as instructed shall deem the submittal non-responsive.

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CONE OF SILENCE CERTIFICATION

The undersigned vendor hereby certifies that (initial each section):

1. _____ the vendor has read Broward County's Cone of Silence Ordinance, Section 1-266, Article xiii, Chapter 1 as revised of the Broward County Code; and

2. _____ the vendor understands that the Cone of Silence for this competitive solicitation shall be in effect beginning upon the appointment of the Evaluation Committee (for Requests for Proposals - RFPs) or Evaluation Committee (for Request for Letters of Interest - RFPs) for communication regarding this RFP/RLI with the County Administrator, Deputy and Assistants to the County Administrator and their respective support staff or any person, including Evaluation or Evaluation Committee members, appointed to evaluate or recommend selection in this RFP/RLI process. For Communication with County Commissioners and Commission staff, the Cone of Silence allows communication until the initial Evaluation or Evaluation Committee Meeting.

3.______ the vendor agrees to comply with the requirements of the Cone of Silence Ordinance.

_____________________________________ ___________________________________(Vendor Signature) (Print Vendor Name)

STATE OF __________________

COUNTY OF ________________

The foregoing instrument was acknowledged before me this ____day of ________________, 20___, by

_________________________________________________ as _________________________ of (Name of person who's signature is being notarized) (Title)

____________________________________________ known to me to be the person described herein, (Name of Corporation/Company)

or who produced ____________________________________________ as identification, and who (Type of Identification)

did/did not take an oath.

NOTARY PUBLIC:

_______________________________________ ____________________________________(Signature) (Print Name)

My commission expires: _______________________

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Drug Free Workplace Policy Certification

The undersigned vendor hereby certifies that (initial each section):

1. _____ the vendor has a drug free workplace policy as identified in the company policy attached to this certification.

and/or2. _____ the vendor has a drug free workplace policy that is in compliance with Section

287.087 of the Florida Statutes.and/or3. _____ the vendor has a drug free workplace policy that is in compliance with the broward

county drug free workplace ordinance # 1992-08, as amended, and outlined as follows:

(a) Publishing a statement notifying its employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the offeror's workplace, and specifying the actions that will be taken against employees for violations of such prohibition;

(b) Establishing a continuing drug-free awareness program to inform its employees about:(i) The dangers of drug abuse in the workplace;(ii) The offeror's policy of maintaining a drug-free workplace;(iii) Any available drug counseling, rehabilitation, and employee assistance programs; and (iv) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;

(c) Giving all employees engaged in performance of the Agreement a copy of the statement required by subparagraph (a);

(d) Notifying all employees, in writing, of the statement required by subparagraph (a), that as a condition of employment on a covered Agreement, the employee shall:

(i) Abide by the terms of the statement; and (ii) Notify the employer in writing of the employee's conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893, Florida Statutes, or of any controlled substance law of the United States or of any state, for a violation occurring in the workplace NO later than five (5) days after such conviction.

(e) Notifying Broward County government in writing within 10 calendar days after receiving notice under subdivision (d) (ii) above, from an employee or otherwise receiving actual notice of such conviction. The notice shall include the position title of the employee;

(f) Within 30 calendar days after receiving notice under subparagraph (d) of a conviction, taking one of the following actions with respect to an employee who is convicted of a drug abuse violation occurring in the workplace:

(i) Taking appropriate personnel action against such employee, up to and including termination; or (ii) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state, or local health, law enforcement, or other appropriate agency;

(g) Making a good faith effort to maintain a drug-free workplace program through implementation of subparagraphs (a) through (f).

OR

4.____ the vendor does not currently have a drug free workplace policy but is willing to comply with the requirements as specified in no. 3

<SIGNATURE PAGE FOLLOWS>

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<Signature Page for Drug Free Work Place Certification>

______________________________________ _______________________________________(Vendor Signature) (Print Vendor Name)

STATE OF __________________

COUNTY OF ________________



____________________________________________ known to me to be the person described herein, (Name of Corporation/Company)

or who produced ____________________________________________ as identification, and who(Type of Identification)

did/did not take an oath.

NOTARY PUBLIC:

________________________________ ________________________________(Signature) (Print Name)

My commission expires: _______________________

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Non-Collusion Statement Form

By signing this offer, the vendor certifies that this offer is made independently and free from collusion. Vendor shall disclose below, to their best knowledge, any Broward County officer or employee, or any relative of any such officer or employee as defined in Section 112.3135 (1) (c), Fla. Stat. (1989), who is an officer or director of, or has a material interest in, the vendor’s business, who is in a position to influence this procurement. Any Broward County officer or employee who has any input into the writing of specifications or requirements, solicitation of offers, decision to award, evaluation of offers, or any other activity pertinent to this procurement is presumed, for purposes hereof, to be in a position to influence this procurement. For purposes hereof, a person has a material interest if they directly or indirectly own more than 5 percent of the total assets or capital stock of any business entity, or if they otherwise stand to personally gain if the Agreement is awarded to this vendor.

Failure of a vendor to disclose any relationship described herein shall be reason for debarment in accordance with the provisions of the Broward County Procurement Code.

NAME RELATIONSHIP____________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _____________________________ ____________________________ _________________________________________________________ _____________________________ ____________________________ _____________________________

_____________________________________(Vendor Signature)

_____________________________________(Print Vendor Name)

In the event the vendor does not indicate any names, the County shall interpret this to mean that the vendor has indicated that no such relationships exist.

(Form is to be signed even if no names are listed)

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SCRUTINIZED COMPANIES LIST CERTIFICATION

THIS FORM MUST BE COMPLETED AND SUBMITTED PRIOR TO AWARD. FAILURE TO SUBMIT THIS FORM AS INSTRUCTED, SHALL DEEM YOUR SUBMITTAL NON-RESPONSIVE.

The Vendor, by virtue of the signature below, certifies that:a. The Vendor, owners, or principals are aware of the requirements of Section 287.135, Florida

Statutes, regarding Companies on the Scrutinized Companies with Activities in Sudan List or on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; and

b. The Vendor, owners, or principals, are eligible to participate in this solicitation and not listed on either the Scrutinized Companies with Activities in Sudan List or on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; and

c. If awarded the Agreement, the Vendor, owners, or principals will immediately notify the COUNTY in writing if any of its principals are placed on the Scrutinized Companies with Activities in Sudan List or on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List.

_________________________________________(Authorized Signature)

_________________________________________(Print Name and Title)

_________________________________________(Name of Firm)

STATE OF ___________________

COUNTY OF _________________

The foregoing instrument was acknowledged before me this day of ___________, 20___, by ____________________________ (name of person whose signature is being notarized) as ______________________________ (title) of ______________________ (name of corporation/entity), known to me to be the person described herein, or who produced _____________________________ (type of identification) as identification, and who did/did not take an oath.

NOTARY PUBLIC:__________________________ State of ___________________ at Large (SEAL)

(Signature)__________________________ My commission expires: _______________

(Print name)

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5. Management Qualification, Experience and References:

NOTE: In meeting the following criteria, management qualification and experience, the County will consider the experience of the Respondent or in the event of a joint venture or partnership anyone of the companies or principal of such company forming the joint venture or partnership.

The Respondent or a principal of Respondent shall have demonstrated experience in the successful operation of a shared ride and/or limousine service concession at a medium or large sized airport, or a similar type of operation with equal size and operating characteristics, for the past three (3) consecutive years.

Evaluation Criteria –Management Qualification, Experience and References


1. Has Respondent or the largest shareholder of a joint venture, or at least one member firm or a partnership, have been in operation for at least the past three (3) years operating a shared ride and/or limousine service concession at a medium or large sized airport, or a similar type of type of operation with equal size and operating characteristics?

2. Using the Agreement/Permit Table below, Respondent shall list the locations, where it, or a principal of Respondent has demonstrated experience in the successful operation of a business of a nature similar to that contemplated in this RFP. At least one (1) location must be provided, but no more than five (5) are necessary. Please supply information regarding the venues that you believe are most comparable in size, scope, and nature of operation to the one contemplated for the Airport.

a. Agreement/Permit Table:

Agreement/Permit Location

Term (start/end

date)# of Vehicles

in Fleet

Types of Service Provided (i.e. Shared Ride, Limousine,

Both)(1)(2)(3)(4)(5)

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For each venue listed in the Agreement/Permit Table, above, and in the same order, provide the company/agency name, as well as the name, title, telephone number and email address of a contact person who was responsible for managing the Respondents’ agreement with the venue. Please note that in addition to any contacts listed below, as part of its review of Respondents’ qualifications, the County may contact other venues where the Respondent provides a Shared Ride and or Limousine Services concessions.

b. Company/Agency Table:

Company/Agency with which

agreement was entered into Contact Name Title

Telephone Number Email Address

(1)(2)(3)(4)(5)

c. Identify if such experience listed in the Company/Agency Table, above, is held by Respondent or principal of Respondent. If held by principal, provide the principal’s name and the relationship of the principal to the Respondent, (i.e., majority shareholder, majority partner, corporate officer, franchisee, parent company, etc.):

d. If Respondent has not operated its business as BOTH a Shared Ride and Limousine Service Concession in the past, describe why the Respondent believes it can successfully provide such services at FLL.

e. In addition to the references listed in the Company/Agency Table above, provide the company name, contact person, title, telephone number and email address of a contact person for two (2) financial references who can speak to the financial condition of the Respondent.

Company Name Contact Name TitleTelephone Number Email Address

(1)(2)

f. Have any agreements held by Respondent or principal of Respondent or a parent or subsidiary of Respondent or principal of Respondent for the operation of an shared ride and limousine service concession or franchise ever been canceled? If yes, provide further details:

g Has the Respondent or principal of Respondent or a parent or subsidiary of Respondent ever been sued for issues pertaining to fee payment and/or performance? If yes, provide further details:

h. Has the Respondent and any principal of Respondent been the subject of any investigations of any State, Federal or local government or agency within the past 5 years? If yes, provide further details:

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6. Proposed Operation Plan

Evaluation Criteria –Proposed Operating Plan


a. Provide your proposed business name (the name under which the concession will operate) or, if the operating name will be that of a franchise, if such a name will be used to identify the shared ride and limousine service concession. For example, if you will be branding each operating van and limousine with the franchise name and color scheme, please provide those details.

b. Describe the firm’s proposed Shared Ride and Limousine Operation Plan as required in Section 8.31 of the DRAFT Shared Ride and Limousine Service Agreement. Please include details that may differentiate the firm’s operation from that of other Respondents.

c. How many shared ride vans that is being proposed to provide service at FLL?

d. How did the Respondent determine the number of shared ride vehicles required for service at FLL?

e. How many number of limousines/private cars that is being proposed to provide service at FLL?

f. How did the Respondent determine the number of limousines required for service at FLL?

g. How does the Respondent plan to address the needs of passengers with disabilities?

h. Please specify if the Concessionaire will be offering on-line reservation to potential customers and how the service will work.

i. Enter the type of vehicles proposed for use in the fleet at FLL adding more lines as needed:

Type of Vehicle Make and Model Year Seating Capacity

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Type of Vehicle Make and Model Year Seating Capacity

j. Each Respondent shall complete the Proposed Fare Structure sheets provided below for shared ride vans and limousine service for the specified locations.

PROPOSED FARE STRUCTURE - Shared Ride (Van)

Each respondent should provide the fare per passenger for shared ride service to the location specified. The fares for the “group of 3 or more” are for passengers who seek a ride to the same destination together.

A. Broward CountyFare Per Passenger

Destination One Passenger Group of 3 or moreHoliday Inn Lauderdale By the Sea4116 N. Ocean DriveFt. Lauderdale, FL 33308Holiday Inn Express Hotel1701 N. University DriveFt. Lauderdale, FL 33322Marriott Harbor Beach Resort3030 Holiday DriveFt. Lauderdale, FL 33316Westin Diplomat Resort & Spa3555 S. Ocean DriveHollywood, FL 33019Port Everglades1850 Eller DriveFort Lauderdale, FL 33316Riverside Hotel620 E Las Olas BoulevardFt. Lauderdale, FL 33301Sawgrass Mills Mall12801 W. Sunrise BoulevardSunrise, 33323Century Village Pembroke Pines1200 SW 137th AvenuePembroke Pines, FL 33021Century Village Deerfield2400 Century BoulevardDeerfield Beach, FL 33442Marriott Heron Bay11775 Heron Bay BoulevardCoral Springs, FL 33076

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Fare Per PassengerDestination One Passenger Group of 3 or more

Inverrary County Club3840 Inverrary BoulevardLauderhill, FL 33319B. Miami-Dade County

Fare Per PassengerDestination One Passenger Group of 3 or moreAventura Mall19501 Biscayne Boulevard #450Miami, FL 33180Sonesta Beach Hotel350 Ocean DriveKey Biscayne, FL 33149South Beach Miami Hotel1901 Collins AvenueMiami Beach, FL 33139Port of Miami1015 N. America Way #2Miami, FL 33132Miami International AirportMiami, FL 33166Miami Dade Community CollegeSouth CampusSW 104th StreetKendall, FL 33176

C. Palm Beach CountyFare Per Passenger

Destination One Passenger Group of 3 or morePalm Beach International Airport1000 Turnage BoulevardWest Palm Beach, FL 33406Holiday Inn Delray1111 E. Atlantic AvenueDelray Beach, FL 33483Boca Raton Hotel & Club501 E Camino RealBoca Raton, FL 33432

Mission Bay PlazaIntersection of State Road 7 & Glades RoadBoca Raton, FL 33498

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PROPOSED FARE STRUCTURE - Limousine Service

Each respondent should provide the Total Fare per Trip for limousine service to the specified location. These fares will apply regardless of the number of person on the trip.

A. Broward CountyDestination Fare Per TripHoliday Inn Lauderdale By the Sea4116 N. Ocean DriveFt. Lauderdale, FL 33308Holiday Inn Express Hotel1701 N. University DriveFt. Lauderdale, FL 33322Marriott Harbor Beach Resort3030 Holiday DriveFt. Lauderdale, FL 33316Westin Diplomat Resort & Spa3555 S. Ocean DriveHollywood, FL 33019Port Everglades1850 Eller DriveFort Lauderdale, FL 33316Riverside Hotel620 E Las Olas BoulevardFt. Lauderdale, FL 33301Sawgrass Mills Mall12801 W. Sunrise BoulevardSunrise, 33323Century Village Pembroke Pines1200 SW 137th AvenuePembroke Pines, FL 33021Century Village Deerfield2400 Century BoulevardDeerfield Beach, FL 33442Marriott Heron Bay11775 Heron Bay BoulevardCoral Springs, FL 33076Inverrary County Club3840 Inverrary BoulevardLauderhill, FL 33319

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B. Miami-Dade CountyDestination Fare Per TripAventura Mall19501 Biscayne Boulevard #450Miami, FL 33180Sonesta Beach Hotel350 Ocean DriveKey Biscayne, FL 33149

South Beach Miami Hotel1901 Collins AvenueMiami Beach, FL 33139Port of Miami1015 N. America Way #2Miami, FL 33132Miami International AirportMiami, FLMiami Dade Community CollegeSouth CampusSW 104th StreetKendall, FL

C. Palm Beach CountyDestination Fare Per TripPalm Beach International Airport1000 Turnage BoulevardWest Palm Beach, FL 33406Holiday Inn Delray1111 E. Atlantic AvenueDelray Beach, FL 33483Boca Raton Hotel & Club501 E Camino RealBoca Raton, FL 33432Mission Bay PlazaIntersection of State Road 7 & Glades RoadBoca Raton, FL 33498

For Limousine Service only, please specify the additional charge per passenger, if any, if there are multiple passengers to a single destination: _____________________________

Note: The "Proposed Fare Structure – Shared Ride (Vans)" and "Proposed Fare Structure – Limousine Service" sheets must be completed in their entirety. Each response will be scored based on the answers that are provided. If there are other fare scenarios that the Respondent requires the County to consider, they must be included on a separate sheet and titled "Alternate Fare Scenarios." The proposed Alternate Fare Scenarios must be submitted with your response to this solicitation. Broward County Staff will review the Alternate Fare Scenarios and, if selected, the proposed scenarios may be negotiated with the selected Respondent during the Negotiation Phase of this solicitation.

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7. Minimum Annual Guarantee

The Respondent is required to propose a Minimum Annual Guarantee for the first year of operation. The proposed first year MAG may not be less than five hundred thousand dollars ($500,000.00). Please specify the proposed MAG below:

Propose Minimum Annual Guarantee: $______________________

Note: Commencing with the second Contract Year, the MAG shall be annually adjusted to eighty-five percent (85%) of the total sums paid to the County as Privilege Fees during the previous year. However, the MAG shall never be less than the amount proposed by the respondent for the first year of operation.

8. Insurance Requirements for Shared Ride and Limousine Service RFP :

On the following page is a sample Certificate of Insurance. It reflects the insurance requirements deemed necessary for this project. It is not necessary to have this level of insurance in effect at the time of submittal but it is necessary to submit certificates indicating that the firm currently carries the type of insurance specified; or, if the Respondent does not currently carry the required limits, then the Respondent shall submit a letter from their carrier indicating that such coverage can be obtained and/or limits can be upgraded if such insurance is currently carried but at a lesser level. The first ranked firm will be required to have the insurance in-place prior to the initial Sunshine agreement negotiation session.

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9. Airport Concession Disadvantaged Business Enterprise Program (ACDBE) Requirements:

The Airport Concession Disadvantaged Business Enterprise (ACDBE) regulation (49CFR Part 23) establishes requirements for setting an overall goal for ACDBE participation in all concessions activities. This rule requires recipients of Federal funds to use a methodology based on demonstrable data of relevant market conditions and is designed to reach a goal the recipient would expect ACDBE’s to achieve in the absence of discrimination.

Broward County has a Federal Aviation Administration (FAA) approved non-discriminatory management agreements and corresponding County policy governing ACDBE participation in County agreements and other selected activities, which includes management agreements. The Concession Agreement package as defined in this RFP solicitation has been designated as follows:

In accordance with the Act, participation for this agreement is as follows:

Business Enterprise Category % of Participation GoalAirport Concession Disadvantaged Business Enterprise (ACDBE) 14%Overall Goal 14%

It is the policy of Broward County Office of Economic and Small Business Development Division to ensure that Airport Concession Disadvantaged Business Enterprises (ACDBE’s), as defined in 49 CFR Part 23, are afforded and can compete fairly for opportunities as subconcessionaires and/or subcontractors and suppliers on all agreements awarded by the County. Therefore, good-faith efforts must be made to provide ACDBE’s an opportunity to participate in the project in accordance with the ACDBE Program Plan.

The Respondent shall submit, as part of its proposal, a detailed ACDBE participation plan on how the ACDBE goal will be achieved or exceeded. The County uses the interested firm’s submittal to this section of the RFP to determine the firm’s “responsiveness.” The County only considers “responsive” submittals for short-listing. To be considered responsive requires the following actions. Submit the forms and documentation detailed below and attached to this RFP (Attachment 3a “ACDBE Schedule of Participation”, Attachment 3b “ACDBE Letters of Intent” and Attachment 3c “ACDBE Unavailability Report”). Forms are also available on the Internet at: www.broward.org/smallbusiness/compliance.htm. If the firm does not have access to the Internet, contact the Project Manager to receive copies by mail or fax.

Each ACDBE listed on the Schedule of ACDBE Participation must be certified prior to bid submittal as ACDBE in order to be counted towards the total level of participation.

Note: DBE firms certified under Federal Regulations CFR 49 Part 26 are eligible to participate as an ACDBE provided they meet the eligibility standards under CFR 49 Part 23.

Form Content

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http://www.broward.org/smallbusiness/compliance.htm




Form 3A- Schedule of Participation

List each of the proposed Airport Concession Disadvantaged Business Enterprise certified subcontractors or sub-consultants, the type of work each firm will perform, and the projected subcontract dollar amount and/or percentage of professional fees to be awarded, if selected.

Form 3B- Letters of Intent

For each participating Airport Concession Disadvantaged Business Enterprise certified firm, indicate the agreed subcontract amount executed with the responding firm’s signature and countersigned by the proposed subcontractor or sub-consultant listed on the Schedule of Participation form.

Form 3C- Unavailability Report

For any instances where the specific goals were not achieved, list the Airport Concession Disadvantaged Business Enterprise subcontractors or subconsultants formally contacted and the reason unavailable to perform or whose bid was not considered.

If the Responder is unable to engage sufficient firms to achieve the participation goals established for this RFP, the responder can demonstrate through accompanying documentation that it made a good-faith effort to meet the goal. The County will evaluate the weight of the evidence to determine if the Responder’s effort was made in good faith. A pro-forma submittal will be considered non-responsive. Evidence of good-faith effort on the part of the Responder should minimally include successful completion and submission of the following requirements:

Attendance at any pre-submission meeting; Timely advertisement in minority/women-owned general circulation media, trade association

publications, and minority-focus media, newspapers and articles; Efforts to assist the designated category of business enterprise subcontractors or sub-

consultants in obtaining bonding or insurance required by the RFP or the County and the extent of these efforts;

Written solicitation (work specific) to the designated business enterprise firms; and Documentation of all outreach activities relating to solicitation to designated business

enterprise firms.

The plan will be reviewed by the Office of Economic & Small Business Development

A comprehensive listing of certified DBE Directory by Florida Department of Transportation (FDOT) can be viewed at the following Unified Certification Program (UCP) Website – https://www3.dot.state.fl.us/EqualOpportunityOffice/biznet/mainmenu.asp .

It is the policy of Broward County OESBD to ensure that ACDBE’s, as defined in 49 CFR Part 23, can compete fairly for opportunities to participate as subcontractors and suppliers on all contracts awarded by the County to ensure a level playing field. Therefore, good-faith efforts must be made to provide DBE’s an opportunity to participate in the project in accordance with the ACDBE Program Plan.

Contract Assurances: The following clauses pertaining to compliance with 49 C.F.R. Part 23 shall become a part of your Contract with Broward County upon award and shall be incorporated into the terms of your solicitations, subcontracts, material supply contracts and purchase orders. In the event the following clauses conflict with any other terms or provisions of these Contract Documents, the clauses set forth in this Airport Concession Disadvantaged Business Enterprise shall control:

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https://www3.dot.state.fl.us/EqualOpportunityOffice/biznet/mainmenu.asp




(a) Nondiscrimination; Remedies - The Concessionaire or subconcessionaire shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Concessionaire shall carry out applicable requirements of 49 CFR Part 23 in the award and administration of USDOT-assisted contracts. Failure by the Concessionaire to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate.

(b) Participation by ACDBEs – It is the policy of Broward County that ACDBE firms, as defined herein, can compete fairly for opportunities as subconcessionaires, suppliers on all contracts awarded by the County to ensure a level playing field and other contracts funded in whole or in part by the FAA, FHWA, or FDOT. The Concessionaire hereby agrees to take all necessary and reasonable steps, including compliance with the matters set forth in the ACDBE Section, in accordance with 49 C.F.R. Part 23, as amended, to ensure that the ACDBE firms have fair opportunity to compete for and perform contracts.

(c) Prompt Payment - The Concessionaire hereby agrees to pay its subconcessionaires, contractors and suppliers within ten (10) days following receipt of invoice from the subconcessisonaires, contractors or suppliers. Concessionaire further agrees that if it has withheld retainage from its subconcessionaires, contractors or suppliers, then it shall release such retainage and pay same within ten (10) days following the completion of any work, services or supplies provided to Concessionaire by subconcessionaire, contractors or suppliers. Designated staff of the Broward County OESBD will conduct meetings with parties involved in prompt payment disputes to facilitate an amicable resolution.

(d) Contract Compliance Monitoring - Compliance monitoring is conducted to determine if Concessionaire, subconcessionaire and/or subcontractors are complying with the requirements of the ACDBE Program. Failure of the Concessionaire to comply with this provision may result in the County imposing penalties or sanctions pursuant to the provisions of the DBE regulation, 49 CFR Part 23 and 26 and the County’s Business Opportunity Act of 2004, Ordinance 2004-07. Contract compliance will encompass monitoring for contract dollar achievement and ACDBE concessionaire and or any DBE subcontractors utilization. The OESBD shall have the authority to audit and monitor all contract agreement and contract-related documents related to Broward County projects. The requirements of the ACDBE Program are applicable to all concessionaires, general concessionaires and subconcessionaire. Concessionaire shall be responsible for ensuring proper documentation with regard to its utilization of ACDBE sublessees and utilization and payment of DBE subcontractors.

The selected respondent will be responsible for providing a quarterly report, in the form provided by the County, of its ACDBE participation, if any. This report must be filed quarterly, regardless of the level of ACDBE participation in the Agreement. Failure to timely submit such reports to all parties may result in the assessment of Disincentive Fees.

The selected respondent will be responsible for providing a quarterly report, in the form provided by the County, of its ACDBE participation, regardless of the level of participation.

For additional information, please contact Jasmine Jones, BCAD’S Compliance Manager at [email protected] or by mail at 100 Aviation Boulevard, Fort Lauderdale, FL 33315.

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mailto:[email protected]




1.Does Respondent intend to utilize certified ACDBE or DBE subcontractors and vendors on this Agreement, if selected?

2.If the answer to the above is “yes” have you attached the required forms?

Please complete ACDBE Forms that are attached below and submit with proposal.

If you are preparing your response directly from this document, in order to complete the forms for submission, please follow these instructions:

a. Double click inside the form outline.b. Fill in the information/answers to the questionsc. Save & print the completed formd. Submit the completed forms with your response.

Alternately, you may print the forms and complete them manually.

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10. TIE BREAKER CRITERIA

Evaluation Criteria –Tiebreaker Criteria


LOCATION in BROWARD COUNTY(1) Is your firm located in Broward County?(2) Does your firm have a valid current Broward

County Local Business Tax Receipt?(3) Has your firm (a) been in existence for at least six

(6) months prior to the proposal opening (b) providing services on a day to day basis (c) at a business address physically located within the limits of Broward County (d) in an area zoned for such business and (e) the services provided from this location are substantial component of the services offered in the firm's proposal?

If so, please provide the interested firm's business address in Broward County, telephone number(s), email address, evidence of the Broward County Local Business Tax Receipt and complete the attached Local Vendor Certification Form (Tiebreaker Criteria Form 1).Failure to provide a valid Broward County Local Business Tax Receipt and a notarized Certification Form in your proposal shall prevent your firm from receiving credit under Broward County's tiebreaker criteria of Section 21.31.d of the Broward County Procurement Code and, if applicable, shall prevent your firm from receiving any preference(s) allowed under Broward County's Local Preference Ordinance.

DOMESTIC PARTNER BENEFIT(1) Do you have a domestic partnership benefit

program?(2) If so, please provide a copy of your domestic

partnership benefit program in your proposal and complete the attached Domestic Partnership Benefit Certification Form (Tiebreaker Criteria Form 2).

Failure to provide a notarized Certification Form indicating in your proposal shall prevent your firm from receiving credit for having such a program under Broward County's tiebreaker criteria of Section 21.31.d of the Broward County Procurement Code.

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(3) Does your domestic partnership benefit program provide benefits which are the same or substantially equivalent to those benefits offered to other employees in compliance with the Broward County Domestic Partnership Act of 1999, Broward County Ordinance # 1999-03, as amended?

(4) If so, please complete the attached Domestic Partnership Benefit Certification Form.

Failure to provide a notarized Certification Form in your proposal indicating that the company provides domestic partnership benefits which are the same or substantially equivalent to the requirements of the Broward County Domestic Partnership Act of 1999, Broward County Ordinance # 1999-03, as amended, shall prevent your firm from receiving any preference(s) allowed under the Act if applicable to this solicitation.

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Tiebreaker Criteria - Form 1: Local Vendor Certification

THE UNDERSIGNED VENDOR HEREBY CERTIFIES THAT:

1. _____ THE VENDOR IS A LOCAL VENDOR IN BROWARD COUNTY AND HAS A VALID BROWARD COUNTY LOCAL BUSINESS TAX RECEIPT WHICH IS ATTACHED TO THIS CERTIFICATION

AND

2. _____ THE VENDOR IS A LOCAL VENDOR IN BROWARD COUNTY AND:

(a) Has been in existence for at least six (6) months prior to the proposal opening;

(b) Provides services on a day to day basis at a business address physically located within the limits of Broward County and in an area zoned for such business; and

(c) The services provided from this location are a substantial component of the services offered in the vendor's proposal.

AND/OR

3. _____ THE VENDOR IS A LOCAL VENDOR IN BROWARD OR MIAMI-DADE COUNTY AND HAS A VALID CORRESPONDING COUNTY LOCAL BUSINESS TAX RECEIPT WHICH IS ATTACHED TO THIS CERTIFICATION AND:

(a) Has been in existence for at least ONE YEAR prior to the proposal opening;

(b) Provides services on a day to day basis at a business address physically located within the limits of Broward County and in an area zoned for such business; and

(c) The services provided from this location are a substantial component of the services offered in the vendor's proposal.

______________________________________(VENDOR SIGNATURE)

______________________________________(PRINT VENDOR NAME)

STATE OF __________________

COUNTY OF ________________



____________________________________________ known to me to be the person described herein, or who produced(Name of Corporation/Company)

____________________________________________ as identification, and who did/did not take an oath.(Type of Identification)

NOTARY PUBLIC:

________________________________(Signature)

________________________________ My commission expires: _______________________ (Print Name)

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Tiebreaker Criteria - Form 2: Domestic Partnership Benefit Certification

THE UNDERSIGNED VENDOR HEREBY CERTIFIES THAT:

1. _____ THE VENDOR HAS A DOMESTIC PARTNERSHIP PROGRAM AND THE DOMESTIC PARTNERSHIP BENEFITS ARE AS IDENTIFIED IN THE COMPANY POLICY ATTACHED TO THIS CERTIFICATION.

AND/OR

2. _____THE VENDOR HAS A DOMESTIC PARTNERSHIP PROGRAM THAT IS IN COMPLIANCE WITH THE BROWARD COUNTY DOMESTIC PARTNERSHIP ACT OF 1999, BROWARD COUNTY ORDINANCE # 1999-03, AS AMENDED, AND OUTLINED AS FOLLOWS:

A. VENDOR'S EMPLOYEE BENEFITS PROGRAM INCLUDES THE FOLLOWING MINIMUM STANDARDS:

1. Any vendor's employee who is a party to a domestic partnership relationship is entitled to elect insurance coverage for his or her domestic partner or a dependent of such domestic partner on the same basis in which any other vendor's employee may elect insurance coverage for his or her spouse or dependents. A vendor's employee's right to elect insurance coverage for his or her domestic partner, or the partner's dependent, extends to all forms of insurance provided by the vendor to the spouses and dependents of vendor's employees.

2. Any vendor's employee who is a party to a domestic partnership relationship is entitled to use all forms of leave provided by the vendor including, but not limited to sick leave and annual leave to care for his or her domestic partner or the dependent of the domestic partner as applicable.

3. All other benefits available to the spouses and dependents of vendor's employees are made available on the same basis to the domestic partner, or dependent of such domestic partner, of a vendor's employee who is party to a domestic partnership relationship.

4. It is within the vendor's discretion as to what benefits are provided to its employees and whether vendor's employees who are party to a domestic partnership relationship must be registered in accordance with Broward County Ordinance No. 1999-03, as amended, in order to be eligible for access to employee benefits.

B. VENDOR'S DOMESTIC PARTNERSHIP EILIGIBILITY CRITERIA ARE SUBSTANTIALLY EQUIVALENT TO THE FOLLOWING:

1. Each domestic partner is at least 18 years old and competent to contract.2. Neither domestic partner is married nor a partner to another domestic partnership relationship.3. The domestic partners are not related by blood.4. Consent of either domestic partner to the domestic partnership relationship has not been obtained

by force, duress, or fraud.5. Each domestic partner agrees to be jointly responsible for each other's basic food and shelter.

__________________________________(VENDOR SIGNATURE)

__________________________________(PRINT VENDOR NAME)

STATE OF __________________

COUNTY OF ________________



____________________________________________ known to me to be the person described herein, or who produced(Name of Corporation/Company)

____________________________________________ as identification, and who did/did not take an oath. (Type of Identification)

NOTARY PUBLIC:

________________________________ My commission expires: _______________________ (Signature)

________________________________ (Print Name)

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11. AIRPORT HISTORICAL PERFORMANCE INFORMATION & CONCESSION PRODUCTIVITY

The following are enplaned passenger count by Concourse for the past five (5) years and Year to Date:

Terminal 1, Concourse B:

EnplanementsJanuary 1, 2011 through

August 31, 2011 1,

377,299Calendar Year 2010 1,867,936Calendar Year 2009 2,157,425Calendar Year 2008 2,237,300Calendar Year 2007 2,113,865Calendar Year 2006 2,000,006Calendar Year 2005 1,617,751

Terminal 1, Concourse C:


August 31, 2011 901,7

80Calendar Year 2010 997,251Calendar Year 2009 1,308,848Calendar Year 2008 2,072,580Calendar Year 2007 2,179,393Calendar Year 2006 2,156,158Calendar Year 2005 2,517,409

Terminal 2, Concourse D:


August 31, 2011 1,25

1,848Calendar Year 2010 1,889,339Calendar Year 2009 1,664,751Calendar Year 2008 1,716,087Calendar Year 2007 1,637,446Calendar Year 2006 1,793,615Calendar Year 2005 2,266,376




Terminal 3, Concourse E:


August 31, 2011 867,824Calendar Year 2010 1,559,836Calendar Year 2009 1,629,521Calendar Year 2008 1,789,309Calendar Year 2007 1,988,326Calendar Year 2006 1,787,410Calendar Year 2005 1,688,500

Terminal 3, Concourse F:


August 31, 2011 1,869,4

21Calendar Year 2010 2,406,959Calendar Year 2009 1,485,862Calendar Year 2008 1,165,859Calendar Year 2007 1,272,416Calendar Year 2006 1,421,793Calendar Year 2005 1,645,982

Terminal 4, Concourse H & Commuter Terminal:

Enplanements

January 1, 2011 through August 31, 2011

1,839,666

Calendar Year 2010 2,569,368Calendar Year 2009 2,255,181Calendar Year 2008 2,341,762Calendar Year 2007 2,148,485Calendar Year 2006 1,546,113Calendar Year 2005 1,442,471

The following is the current list of airlines by Concourse that are providing services at FLL:

Terminal 1:Concourse B: Concourse C:Allegiant Air AirTran Frontier Continental/Continental ExpressMidwest Virgin AmericaSouthwest Vision Air

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Terminal 2:Concourse D:Air CanadaDelta Delta ConnectionCondor (departures)

Terminal 3:Concourse E: Concourse F:American (Proposed relocation Nov. 2011) American (moving to Concourse E Nov. 2011)Bahamas Air JetBlueCanjetSunwingUS AirwaysWestJet

Terminal 4Concourse H: Commuter TerminalAires Air SunshineAir Jamaica IBCAirtransat Sky BahamasAviancaCaribbean AirlinesCondor (arrivals)Spirit

The following is the Privilege Fee paid to the County by the Shared Ride and Limousine Service concession for the past five years:

Contract Year Privilege Fee Paid to County

May 1, 2011 to August 31, 2011 $153,159May 1, 2010 to April 30, 2011 $532,487May 1, 2009 – April 30, 2010 $463,661May 1, 2008 – April 30, 2009 $505,669May 1, 2007 – April 30, 2008 $533,927May 1, 2006 – April 30, 2007 $500,878

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12. SHARED RIDE AND LIMOUSINE SERVICE STAGING AREAS & TERMINAL KIOSK LOCATIONS

The following illustrations depict the shared ride and limousine service holding areas (Taylor Road) and the Intermediate Holding Area (east of Terminal 1) for both shared ride vans and limousines. Additionally, there are location maps that depicts the proposed kiosk locations in the terminals where the Concessionaire will be allowed to conduct its business.

The Taylor Road staging area has a capacity of approximately 20 to 25 shared ride vans and limousines, the Intermediate Staging Area has a capacity of no more than twenty (20) shared ride vans and limousines.

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15. DRAFT SHARED RIDE CONCESSION AGREEMENT

On the pages which follow is the DRAFT Shared Ride and Limousine Service Concession Agreement (Agreement). The County proposes to utilize these terms and conditions in developing an agreement pursuant to this RFP. Submittals in response to this RFP shall identify and disclose each term or condition the Respondent cannot agree to as an agreement provision, if any, and shall clearly and concisely state the reason or reasons the Respondent cannot agree in the Evaluation Criteria, Legal Requirements, Question 1 response block.

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DRAFT SHARED RIDE AND LIMOUSINE SERVICE CONCESSION AGREEMENT

BETWEEN

BROWARD COUNTY, FLORIDA

AND

_______________________________

RFP # 20110614-0-AV-01

CONTENTSARTICLES PAGE NO.

I DEFINITIONS..........................................................................................................

II TERM......................................................................................................................

III PRIVILEGES AND OBLIGATIONS OF THE CONCESSIONAIRE…………………. IV FARE AND SERVICES...........................................................................................

V IMPROVEMENTS BY COUNTY..............................................................................

VI IMPROVEMENTS BY CONCESSIONAIRE …………………………………………..

VII PRIVILEGE FEES, CHARGES AND ACCOUNTABILITY.......................................

VIII OPERATIONAL STANDARDS………………………………………………………

IX MAINTENANCE......................................................................................................

X COMPLIANCE.........................................................................................................

XI ASSIGNMENT.........................................................................................................

XII INSURANCE AND INDEMNIFICATION; PERFORMANCE BONDS; SECURITY DEPOSIT.................................................................................................................

XIII DEFAULT BY CONCESSIONAIRE.........................................................................

XIV SECURITY..............................................................................................................

XV HOLDING OVER.....................................................................................................

XVI FIRE AND OTHER DAMAGE..................................................................................

XVII RELATIONSHIP OF PARTIES................................................................................

XVIII NOTICES.................................................................................................................

XIX NONDISCRIMINATION; EQUAL OPPORTUNITY EMPLOYMENT; AMERICANS WITH DISABILITIES ACT; AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE .....................................................................................

XX GENERAL PROVISIONS .......................................................................................

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XXI MISCELLANEOUS .................................................................................................

EXHIBITS

A ASSIGNED/OPERATIONAL AREAS

B FARES

C NONDISCRIMINATION REQUIREMENTS

D PREVAILING WAGE RATES

E STATEMENT OF COMPLIANCE - PREVAILING WAGE RATE ORDINANCE

F AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE

PARTICIPATION PLAN

G FLEET OF VEHICLES

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SHARED RIDE AND LIMOUSINE SERVICE CONCESSION AT THE FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT

This Agreement ("Agreement") entered into this _____day of _________________, 20___, by and between Broward County, a political subdivision of the State of Florida (hereinafter called "County"), acting by and through its Board of County Commissioners, (hereinafter called "Board") and _____________________ a ______________ <insert company type> acting by its authorized officers pursuant to a resolution of its Board of Directors <subject to change, depending on company type>, hereinafter called "Concessionaire."

WITNESSETH:

WHEREAS, County is the owner and operator of the Fort Lauderdale-Hollywood International Airport ("Airport"), and

WHEREAS, the Concessionaire is a corporation engaged in the business of operating shared ride and limousine services similar in nature to that proposed at the Airport, and

WHEREAS, the County wishes to grant to Concessionaire the non-exclusive right to operate a Shared Ride and Limousine Service Concession at the Airport under an agreement containing mutually satisfactory terms and covenants.

NOW, THEREFORE, in consideration of the mutual covenants, terms, conditions, privileges, obligations and agreements herein contained, the County and the Concessionaire hereby mutually undertake, promise and agree, each for itself, and its successors and assigns, as follows:

ARTICLE IDEFINITION

S

The foregoing recitations are true and correct and are hereby incorporated herein by reference.

1.1 "Affiliate" is an entity which is controlled by or under common control with another entity, and "control" shall mean ownership of not less than fifty percent (50%) of all the voting stock or equitable interest in such corporation or entity.

1.2 "Agreement" shall mean this Concession Agreement, including any supplements, modifications or amendments thereof.

1.3 "Airport" or "FLL" shall mean the Fort Lauderdale-Hollywood International Airport,

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located in Broward County, Florida.

1.4 "Airport Concession Disadvantaged Business Enterprise" ("ACDBE") and "Disadvantaged Business Enterprise" ("DBE") shall have the definitions found in 49 CFR, Parts 23 and 26 of the Regulations of the Office of the Secretary of the United States Department of Transportation or as may be amended in the future.

1.5 "Airport Sticker" shall mean the Airport Sticker issued by the Broward County Consumer Protection Division for each vehicle authorized to pick-up passengers at the Airport.

1.6 "Airport Terminals" and "Terminals" shall mean the Terminal Buildings at the Airport.

1.7 "Annual Gross Revenues" shall mean the aggregate amount of all Gross Revenues

of Concessionaire during any Contract Year.

1.8 "Assigned Areas" are the areas depicted in "Exhibit A" which are the places where the business of Concessionaire may be conducted, including, but not limited to, Kiosk Locations, Operations Areas and Holding Areas.

1.9 "Automated Vehicle Identification System" or "AVI" shall mean the transponder used by the Ground Transportation Manager and/or Broward County to determine the number of trips made by Concessionaire’s vehicles.

1.10 "Aviation Department" shall mean the Broward County Aviation Department and its duly authorized representatives.

1.11 "Commencement Date" shall be the date this Agreement commences, May 1, 2012.

1.12 "Commission" or "Board" shall mean the Broward County Board of County Commissioners.

1.13 "Concession" means the non-exclusive Shared Ride and Limousine Service Concession described by this Concession Agreement.

1.14 "Concessionaire" shall mean ______ and its permitted successors in interest.

1.15 "Concessionaire's Proposal" is defined in Section 21.17 hereof.

1.16 "Contract Year" shall mean the period beginning May 1, 2012 and ending April 30, 2013 and each twelve month period thereafter, until the termination of this Agreement.

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1.17 "County" shall mean Broward County, a body corporate and a political subdivision of the state of Florida.

1.18 "Director" and "Director of Aviation" shall mean the Director of Aviation of the Broward County Aviation Department.

1.19 "Disincentive Fees" shall mean the fees, established pursuant to Section 8.17.

1.20 "Driver" shall mean the operator of a vehicle under this Agreement, and shall include employees, contractors, and franchisees of the Concessionaire.

1.21 "Duty Manager" shall mean the employee of the Concessionaire who is responsible for the management of the Concession operation in the absence of the assigned Manager.

1.22 "Effective Date" and the date this Agreement shall be effective, shall be the date this Agreement is fully executed by the County and the Concessionaire.

1.23 "Federal Aviation Administration" or "FAA" shall mean that agency of the United States Government created and established under the Federal Aviation Act of 1958, as codified in the United States Code, Title 49, or its successor.

1.24 "Ground Transportation Manager" or "GTM" shall mean, when established, the firm or person, operating under a separate agreement with the County, responsible for the administration of the Ground Transportation Program.

1.25 "Ground Transportation Program" or "GTP" shall mean the type of plan established by the Aviation Department to organize and manage ground transportation modes at the Airport.

1.26 "Holding Area" or "Holding Areas" shall mean the vehicle holding area(s) as identified in the Aviation Department GTP, as it may be revised by the Aviation Department from time to time.

1.27 "Kiosk Locations" shall mean the Assigned Areas inside the Terminals from which the Concessionaire must operate, as shown in "Exhibit A".

1.28 "Limousine Service" shall mean a passenger trip from the Airport to one single destination point.

1.29 "Manager" shall mean the Concessionaire employee responsible for managing and overseeing the day to day operation of the Shared Ride and Limousine Service Concession at the Airport, pursuant to this Agreement.

1.30 "Minimum Annual Guarantee" and "MAG" is the minimum amount of money that is

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due County annually and payable monthly to County from Concessionaire, as provided in Article VII of this Agreement.

1.31 "Operations Areas" are the areas at the Airport designated by the Aviation Department’s GTP, as it may be revised from time to time, where the Concessionaire may conduct its operations.

1.32 "Passenger Loading Areas" shall mean the curbside loading areas as identified in the GTP.

1.33 "Per Capita Charge" is the charge per deplaned passenger assessed by the County for the privilege of operating a Shared Ride and Limousine Service Concession, as established pursuant to Article VII hereof.

1.34 "Person" shall mean any individual, firm, trust, estate, partnership, joint venture, company, corporation, association, or any other legal entity or business enterprise. The reference in this Agreement to any one of the foregoing types of persons shall be deemed a reference to all other types of persons.

1.35 "Personalty" shall mean all equipment, furniture, furnishings, and trade fixtures, of Concessionaire, and subcontractors, if permitted by the County, operating under the Concession Agreement, located at the Assigned Areas, but not permanently affixed thereto.

1.36 "Per Trip Fee" is the fee established pursuant to Chapter 39 of the Broward County Administrative Code, for the use of Airport roadways by commercial vehicles.

1.37 "Pre-Arranged Service" means ground transportation services for which a passenger has made a reservation with a ground transportation company for pick-up prior to his or her arrival at the Airport.

1.38 "Privilege Fees" shall mean the amounts as provided in Article VII herein, to the County for the right to operate the Shared Ride and Limousine Service Concession.

1.39 "RFP" shall mean the Request for Proposal, RFP # 20110614-0-AV-01 issued by the County seeking a concessionaire to operate a Shared Ride and Limousine Service Concession at the Airport.

1.40 "Shared Ride" shall mean a trip from the Airport which involves one or more passengers to one or more destinations.

1.41 "Sunpass Transponder" means the transponder that is purchased by vehicle owners from the Florida Department of Transportation which is used to

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automatically deduct toll amounts depending on vehicle usage.

1.42 "Term" of this Agreement or words of similar import shall mean the term set forth in Article II, hereof.

1.43 "Termination Date" shall mean as set forth in Article II of this Agreement.

1.44 "TSA" shall mean the federal Transportation Security Administration, or any successor agency.

ARTICLE IITERM

2.1 The term of this Agreement ("Term") shall commence on May 1, 2012, ("Commencement Date") and shall terminate on April 30, 2017, unless sooner terminated as provided in this Agreement ("Termination Date"). The Concessionaire may terminate this Agreement as specified in Section 2.2 of this Agreement. In any such event, Concessionaire must give the County at least one (1) years prior written notice of any such termination of this Agreement. Upon any such written notice of termination, the Termination Date shall be one (1) year after written notification of termination.

2.2 During the term of the Agreement, it is anticipated that the form of Privilege Fee will change from a Privilege Fee based on the greater of a Per Capita Charge versus a Minimum Annual Guarantee to a Privilege Fee based on the greater of a Per Trip Fee versus a Minimum Annual Guarantee. When and if the County determines that such a change will be undertaken, the Concessionaire shall be given the chance to opt out of the Agreement, with one (1) year notice to the County. If Concessionaire is not willing to accept the changes in the methodology for the calculation of the Privilege Fee and operation of the Concession, then this Agreement shall be terminated one year from written notification by the Concessionaire to the County of its unwillingness to agree to a change in the methodology for the calculation of the Privilege Fees and the operation of the Concession or at a date that is agreeable by the County and the Concessionaire. In order for the Concessionaire’s termination to be effective, the Concessionaire must notify the County in writing that it is not willing to change the methodology for calculation of the Privilege Fee and operation of the Concession.

ARTICLE IIIPRIVILEGES AND OBLIGATIONS OF THE CONCESSIONAIRE

33.1 Subject to the terms, provisions, and obligations hereof, Concessionaire shall

have the non-exclusive right to conduct a shared ride and limousine service, zone fare, common carriage, door-to-door, ground transportation Concession for

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the purpose of transporting airline passengers from the Terminal Buildings at the Fort Lauderdale-Hollywood International Airport and such other points on the Airport as may be subsequently designated by the County, to all points within the Miami-Dade, Broward and Palm Beach Counties (collectively, the "Counties"), to the extent that the Concessionaire is authorized to operate within said Counties.

3.2 Concessionaire shall provide both Shared Ride and Limousine Service as herein provided.

3.3 Concessionaire and its employees may only operate from the Assigned Areas depicted in "Exhibit A," attached hereto and made a part hereof. Concessionaire must provide its own point of sale equipment and signage, subject to the approval of the Aviation Department.

3.4 The Concessionaire must have all required permits, licenses and approvals that authorize Concessionaire to operate within the Counties.

3.5 Concessionaire shall provide the vehicles as proposed in its response to the RFP, as accepted by the Aviation Department and as further specified in "Exhibit G," attached hereto and made a part hereof.

3.5.1 The vehicles specified in "Exhibit G" shall be dedicated solely for service to passengers arriving at the Airport (the "Core Fleet").

3.5.2 Concessionaire may make additional vehicles available to provide service at the Airport, but the number of vehicles in the Core Fleet may only be decreased with the written approval of the Director of Aviation.

3.6 At the commencement of this Agreement, Concessionaire will assign a dispatcher curbside at each Terminal, to summon and load vehicles. Upon thirty (30) calendar days written notification from the Aviation Department, the curbside dispatching responsibilities will be assumed by the GTM, which will thereafter summon vehicles for loading based upon notification from Concessionaire’s staff operating at the Kiosk Locations.

3.7 The rights and privileges granted herein do not include the right to provide charter ground transportation service.

3.8 It is understood and agreed that the rights and privileges herein granted the Concessionaire does not prevent the County from permitting any other methods of passenger ground transportation, including but not limited to, rental vehicles, private passenger vehicles not-for-hire, charter or non-charter buses or other charter services, taxis, charter limousines, airline crew transport, or pre-arranged transportation of cruise ship passengers. The County further reserves the right to authorize properly decaled hotel and motel courtesy vehicles, which are

7

owned and operated by hotels or motels, to pick up their customers upon prior arrangement.

3.9 The Concessionaire will be required to purchase and maintain an AVI for every vehicle used in service under this Agreement upon written notification by the Aviation Department. The AVI will be installed in each vehicle by the GTM at the time of purchase. All vehicles with a Sunpass Transponder must be registered with the GTM for use by the specific vehicle to which it is assigned. Sharing of AVI or Sunpass Transponders between vehicles is not permitted. Failure to adhere to this Section 3.9 shall be a material default of this Agreement.

3.10 It is understood and agreed between the County and Concessionaire that the County maintains and operates the Airport as a public facility. In order to render proper airport services to the public, it is required that the Concessionaire shall provide and make available to the public at the Airport the services set forth herein. A failure of Concessionaire to provide these services shall constitute a breach of this Agreement, entitling the County to immediately terminate this Agreement. Concessionaire agrees that it shall provide and make available to the public the services set forth herein.

3.11 The Concessionaire, its employees, agents and independent contractors shall have ingress to and egress from the Airport premises, over Airport public roadways, subject to all laws, ordinances, rules and regulations which have been established or shall be established in the future by the Aviation Department, the County, or the State of Florida. The County may, from time to time, substitute other means of ingress and egress. The County may at any time temporarily or permanently close or consent to or request the closing of any entrance or other roadway, and any other area at the Airport presently or hereafter used as a roadway. The Concessionaire hereby releases and discharges the County, its successors and assigns, of and from any and all claims, demands or causes of action which the Concessionaire may now or at any time hereafter have against any of the foregoing arising or alleged to arise out of the closing of any street, roadway, or other area used as such, whether within or outside the Airport.

3.12 In the event the Aviation Department deems it desirable that Concessionaire operate at different location(s) than that reflected in "Exhibit A," as may be revised from time to time, Concessionaire shall be required to use such reassigned location(s) and Concessionaire shall use such location(s) so assigned without expense to the County, and without any abatement of any of the sums payable by Concessionaire to County hereunder. In the event of any reassignment of Assigned Areas location(s) as provided hereunder, "Exhibit A" shall be revised by the Director of Aviation and a copy provided to Concessionaire. Upon receiving the Aviation Department’s notice, Concessionaire may request, in writing, to meet with the Aviation Department and discuss, in good faith, any significant negative business impact

8

Concessionaire believes it will suffer as a result of the relocation. After meeting with Concessionaire, the Director of Aviation, in the Director’s sole discretion, will determine whether any adjustment decreasing or increasing the Privilege Fees is warranted. If an adjustment to the Privilege Fees is warranted, then an amendment to this Agreement reflecting such change shall be executed by the Concessionaire, and any such amendment must be approved by the Board.

3.13 If additional storage or support space is available, and at the option of the County, the Concessionaire may lease additional storage space identified by the County as available for such purpose, at an annual rate to be paid monthly and in an amount at least equal to the then current rate on a per square foot basis for similar or equivalent space. In such event, this Agreement must be amended to reflect the additional storage space and the rental rate therefore. The Director of Aviation is authorized to execute any such amendment based on rental rates and/or charges promulgated by the County for the Airport Terminals.

3.14 The County, while providing parking facilities to the Concessionaire's employees in common with employees of other concessionaires and users of the Airport, retains the right, at the sole election of the County, to impose a reasonable charge for the privilege of utilizing these parking facilities, as may be permitted by the County.

3.15 During installation and/or removal of any Personalty or improvements, the Concessionaire shall maintain the public areas surrounding the Assigned Areas in the same cleanliness as provided by the County in other public areas.

3.16 The County makes no representations or warranties whatsoever as to: (i) the condition of the Assigned Areas or any improvements or personal property in the Assigned Areas (collectively, such improvements and personal property are referred to as "improvements"), including without limitation all improvements currently installed at such locations and all future improvements to be installed thereto, or (ii) whether the Assigned Areas or any improvements in the Assigned Areas, are in compliance with applicable federal, state, County and local laws, ordinances, rules, or regulations, or (iii) the fitness of the Assigned Areas or any improvements in the Assigned Areas, for any particular purpose. Concessionaire specifically obligates itself to conduct its own due diligent investigation as to the suitability of the Assigned Areas and any such improvements for Concessionaire’s purposes. The Assigned Areas and all improvements therein are provided for Concessionaire’s use in "AS IS CONDITION" and "WITH ALL FAULTS." The Concessionaire shall not be entitled to any adjustment of any Privilege Fees or other payments hereunder on account of the condition of any improvements or any failure of any improvements to be in working order or because of any necessity of Concessionaire to repair or take corrective actions with respect to any improvements or because of the inability of obtaining or any delay in obtaining any required approvals from any governmental body having jurisdiction, including but not limited to County agencies. Furthermore, the

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Concessionaire hereby releases the County of any and all claims and liabilities whatsoever on account of the condition of the Assigned Areas and any improvements or any failure to be in working order or because of any necessity of Concessionaire to repair or take corrective actions with respect thereto, or the necessity for obtaining any approvals from any governmental body, including without limitation County agencies.

3.17 The Concessionaire shall not erect any signs or advertising of any nature in the

Assigned Areas or on Airport premises without the prior written approval of the Aviation Department.

3.18 The Concessionaire shall permit the inspection by the County or its authorized representatives of any vehicles or any other equipment used by the Concessionaire at the Airport under this Agreement.

ARTICLE IVFARES AND SERVICES

44.1 The Concessionaire agrees to provide the ground transportation services as

described in Concessionaire's Proposal which may only be changed upon the prior written approval of the Aviation Department. Service must be available on a twenty-four (24) hour per day/seven (7) day per week basis every day of the year, without exception.

4.2 Should a conflict arise regarding the scope of the concession privileges authorized hereunder, any decision of the Aviation Department shall be final and conclusive and the Concessionaire agrees to abide by the Aviation Department's decision.

4.3 During the term of this Agreement, the Concessionaire agrees to charge fares to the traveling public that are not in excess of the fares set forth in "Exhibit B," attached hereto and made a part hereof. The Concessionaire shall not be entitled to increase the fares set forth in "Exhibit B" without first obtaining the prior written consent of the Aviation Department, which consent to any change in fares shall be based on the Aviation Department’s analysis of the reasonableness of and reason(s) for the change in fares. Any increase in fares shall be reflected in a letter with an attached revised "Exhibit B," to be signed by the Director of Aviation.

4.3.1 Any requested fare increase must be based on bona fide direct operating costs incurred by the Concessionaire, and Concessionaire shall provide the Aviation Department with such back-up documentation as the Aviation Department shall reasonably require regarding any requested fare

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increase. Direct operating costs shall only include actual costs paid by Concessionaire to a third party and salary costs of employees of Concessionaire, and shall not include finance or interest expenses, supervisory, legal, or other overhead or internal costs of Concessionaire.

4.3.2 During the first two (2) years of this Agreement, any increase in the fares charged to the traveling public may be conditioned upon an increase in the Deplaned Passenger Fee payable to the County. Any such change in the Deplaned Passenger Fee shall be established by amendment to this Agreement, executed by the Concessionaire and the County, through action by the Commission.

4.4 The Concessionaire shall post in prominent location(s), as approved by the Aviation Department, copies of its fare schedule, which shall be easily readable by the public.

4.5 Should Concessionaire offer a pre-reservation service through the internet or other means, the fare schedule must be posted at the reservation site for the review of potential passengers.

4.6 Fares shall apply equally to all passengers.

ARTICLE VIMPROVEMENTS BY COUNTY

55.1 The County will provide the Shared Ride and Limousine Service Concession with a

kiosk in each terminal. Each kiosk will contain telephone and other communication lines at the counter and Concessionaire must arrange for service directly with a provider. Each kiosk will also have the capability for the placement of company specific signage in designated locations.

ARTICLE VIIMPROVEMENTS BY CONCESSIONAIRE

66.1 The Concessionaire shall, without cost to the County, install all furnishings and

Personalty to operate within its Assigned Areas.

6.2 Concessionaire is not permitted to make any additions, alterations or modifications to any portion of the Assigned Areas.

6.3 Concessionaire shall be permitted to install signage at the Kiosk Locations in areas specifically designated for the placement of such signage. Prior to the installation of signage at the Kiosk Locations, Concessionaire shall submit to the

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Aviation Department for its written approval, complete plans and specifications of the contemplated signage pursuant to the then current Tenant Improvement Project (TIP) process, or successor process. All signs must conform to the standard requirements of the Aviation Department that are applicable to tenants of the Airport. All of the plans and specifications shall be in such detail as may reasonably permit the Aviation Department to make a determination as to whether the signs will be consistent with the provisions of this Agreement and the standards of the Aviation Department. The plans and specifications for the signs that have received the Aviation Department’s written approval, and any amendments and changes thereto that have received the Aviation Department’s written approval, are hereinafter referred to collectively, as the "Approved Plans." No signs may be affixed to the Kiosk Locations, except pursuant to Approved Plans. At the direction of the Aviation Department, Concessionaire, at its sole cost, shall remove any signage that is placed without Approved Plans, or if the signage is not pursuant to the Approved Plans and the area shall be restored to its previous condition.

6.4 The Concessionaire shall not remove or demolish, in whole or in part, any improvements upon the Assigned Areas.

6.5 Concessionaire hereby represents, warrants, and covenants to the County that the Assigned Areas and all signage now and hereafter constructed or placed thereon shall be at all times free and clear of all liens, claims and encumbrances. If any lien or notice of lien shall be filed against any Assigned Area or any improvements, the Concessionaire shall, within thirty (30) calendar days after notice of the filing thereof, cause the same to be discharged of record by payment, deposit, bond, or order of a court of competent jurisdiction.

6.6 Changes to the Airport. Concessionaire acknowledges and agrees that during the term of this Agreement: (i) County shall have the right at all times to make improvements, changes, alterations, modifications, replacements, expansions, and contractions of the Airport and its operations, and (ii) County has made no representations, warranties, or covenants to Concessionaire regarding the design, construction, traffic, pedestrian traffic, or views of the Airport, any other facility, or any premises.

6.7 Prior to the commencement of any signage installation or other improvements (if allowed by the Aviation Department), the Concessionaire will submit complete sets of drawings and specifications, signed and sealed by a registered engineer (and architect, as appropriate), to the Broward County Building and Code Services Division, if required. The Concessionaire will be responsible for obtaining all construction permits and complying with inspection requirements of the Broward County edition of the current South Florida Building Code. No work will be initiated without first obtaining approval from the Broward County Building and Code Services Division and until after a preconstruction meeting has been

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held with the Aviation Department.

6.8 If this Agreement shall terminate for any reason, Concessionaire and those operating under it shall forthwith remove their Personalty from the Airport premises. If Concessionaire or any such claimant shall fail to effect such removal of such Personalty forthwith, County may, at its option, without liability to Concessionaire or those claiming under Concessionaire, remove such Personalty and may store the same for the account of Concessionaire or of the owner thereof at any place selected by County, or, at County’s election, and upon fifteen (15) calendar days written notice to Concessionaire as to date, time and location of sale, County may sell the same at public auction or private sale on such terms and conditions as to price, payment and otherwise as County in its sole discretion may deem advisable. If, in County’s judgment, the cost of removing and storing or the cost of removing and selling any such personal effects exceeds the value thereof or the probable sale price thereof, as the case may be, County shall have the right to dispose of such goods in any manner County may deem advisable. Concessionaire shall be responsible for all costs of removal, storage and sale, and County shall have the right to reimburse itself from the proceeds of any sale for all such costs paid or incurred by County. If any surplus sale proceeds shall remain after such reimbursement, County may deduct from such surplus any other sum due to County hereunder and shall pay over to Concessionaire any remaining balance of such surplus sale proceeds. If the expenses of such removal, storage and sale shall exceed the proceeds of sale, Concessionaire shall pay such excess to the County upon demand.

6.9 During any installation, maintenance, or repair of any Personalty at or on Airport premises, Concessionaire will insure that Concessionaire’s installation, maintenance or repair shall take place, whenever possible, during hours of minimum passenger and visitor activity and at such hours as approved by the Aviation Department.

6.10 Prevailing Wage Requirement. If construction work in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) is required of, or undertaken by, Concessionaire as a result of this Agreement, Broward County Ordinance No. 83-72, as may be amended from time to time, shall be deemed to apply to such construction work; and further Concessionaire shall comply with the requirements of such ordinance and shall satisfy, comply with, and complete the requirements set forth in "Exhibits D" and "E".

ARTICLE VIIPRIVILEGE FEES, CHARGES AND ACCOUNTABILITY

77.1 For the privilege of operating a Shared Ride and Limousine Service Concession

at the Airport, the Concessionaire agrees to pay to the County the Privilege Fees

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as described in this Article VII, which shall be the greater of the Minimum Annual Guarantee (MAG) as described in Section 7.2, and either the Per Capita Charge, as described in Section 7.3 of this Agreement or the Per Trip Fee as described in Section 7.4 of this Agreement.

7.2 Pursuant to Concessionaire’s response to the RFP, in the first Contract Year, Concessionaire agrees to pay the County a MAG of Dollars ($ ), which shall be payable in monthly installments.

7.2.1 Thereafter and for the remaining term of this Agreement, the MAG shall be established as eighty-five percent (85%) of the total sums payable to the County as Privilege Fees during the previous Contract Year.

7.2.2 By July 1 of each Contract Year, beginning with the second Contract Year of the Agreement, the Aviation Department shall prepare an accounting of previous Contract Years’ Privilege Fees, the amounts paid, and a calculation of the MAG for the forthcoming Contract Year. Until the MAG is so established, the monthly installment of MAG due hereunder shall remain in the amount due for the immediately preceding Contract Year. Upon receipt of the calculation by the Concessionaire, Concessionaire shall remit, within thirty (30) calendar days, any MAG amounts that were underpaid for the current year.

7.2.3 The MAG shall never be less than ___________ Dollars ($X,XXX,000.00) per Contract Year.

7.2.4 The MAG shall be due to the County in monthly installments equal to 1/12 of the MAG for the applicable Contract Year, payable on the first day of each month in advance without billing, with the first such installment being due on May 1, 2012.

7.3 Until a Per Trip Fee is effective pursuant to section 7.4 below, the Concessionaire shall pay to the Aviation Department a fee which shall be the Per Capita Charge, in the amount of $0.0461 multiplied by the total number of arriving passengers at the Airport during the month, regardless of whether any such arriving passengers actually use the services of Concessionaire. For purposes of the above computation, the total number of arriving passengers at the Airport shall be computed by the Aviation Department based solely on the information it receives from air carriers arriving at the Airport and the Aviation Department's determination as to such number shall be final.

7.3.1 On a monthly basis, the Aviation Department will inform the Concessionaire of the number of passengers arriving at the Airport during the previous month, and will invoice the Concessionaire for the difference between the MAG and the Per Capita Charge multiplied by the number of

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arriving passengers at the Airport, if such amount is greater than the MAG. Such payment will be due to the County within thirty (30) calendar days of the sending of an invoice for the difference.

7.3.2 The Per Capita Charge is not subject to adjustment, regardless of whether actual passenger counts reach any projected levels during any Contract Year or during any other period of time and regardless of whether any other projections or estimates are accurate.

7.4 Upon thirty (30) days written notification by the Aviation Department to the Concessionaire advising of a change in the ground transportation methodology for the Airport and the assumption of control by a GTM selected by the County, then following such written notice, the Concessionaire shall pay to the Aviation Department the greater of (1) a monthly aggregated Per Trip Fee as established in Chapter 39 of the Broward County Administrative Code, or (2) the MAG.

7.4.1 On a monthly basis, the Aviation Department will inform the Concessionaire of the number of trips made by Concessionaire’s vehicles during the previous month, and will invoice the Concessionaire for the difference between the monthly MAG payment and the Per Trip Fee multiplied by the number of trips made by Concessionaire’s vehicles during the month, if such amount is greater than the MAG.

7.4.2 Such payment will be due to the County within thirty (30) calendar days of the sending of an invoice for the difference.

7.5 Concessionaire shall keep and maintain copies of all invoices, cash receipts, financial records, supporting records, supporting documents, statistical records, general ledgers, sales journals and all other documents pertinent to this Agreement (collectively, "books and records"). The books and records of Concessionaire shall, among other things, show all sales and charges made for cash, or credit, or otherwise, without regard to whether paid or not, all labor, overhead and all sales taxes collected, and also, the gross revenues of said business, and the aggregate amount of all sales and services and orders of all the Concessionaire’s business done upon or within the premises of, or in connection with, this Concession Agreement. Concessionaire further agrees to keep its books and records in accordance with generally accepted accounting principles and agrees to maintain such other books and records as the County may request. The Concessionaire shall keep separate books and records for its Airport operations.

7.5.1 The Concessionaire’s books and records shall be kept and maintained during the "Retention Period" (as hereinafter defined). The "Retention Period" is defined as the greater of: (i) the required retention period of the Florida Public Records Act (Chapter 119, Fla. Stat.), if applicable, or (ii)

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the period of time covering the term of this Agreement and any extensions thereof and for a period of three (3) years after the expiration of this Agreement, or (iii) if any audit has been initiated and audit findings have not been resolved at the end of the three years, the books and records shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by County to be applicable to Concessionaire’s records, Concessionaire shall comply with all requirements thereof; however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by Concessionaire. Concessionaire shall make all books and records required to be maintained hereunder available to the County at the Airport, or at the corporate headquarters of the Concessionaire, as may be directed by the County.

7.5.2 The County shall have the right, upon reasonable notice to Concessionaire at any time during the Retention Period, to review, inspect, and/or audit the Concessionaire’s books and records relating to the Concessionaire’s operations pursuant to this Agreement. In the event that any audit reflects that the total Privilege Fees actually paid by Concessionaire during any year exceeds the Privilege Fees due and owing for such year, then a refund or credit (as determined by the Aviation Department) will be made by the County to Concessionaire of the amount of such difference. In the event that any audit reflects that the total Privilege Fees actually paid by Concessionaire during such year shall be less than the Privilege Fees due and owing for such year, then Concessionaire shall immediately pay the difference to the County with interest thereon at eighteen percent (18%) per annum from the date such additional Privilege Fees were due. If as the result of any audit conducted or obtained by the County, it is established that the Concessionaire has understated the amounts owed to the County in any report filed with the County, by ten percent (10%) or more of amounts paid to the County during a reporting period, then the entire expense of the audit shall be borne by the Concessionaire.

7.6 Licenses, Fees and Taxes. Concessionaire shall pay, on or before their respective due dates, all federal, state, County, and local taxes and fees, and all special assessments of any kind, which are now or may hereafter be levied upon any premises used by Concessionaire or the estate hereby granted, or upon Concessionaire, or upon the business conducted by Concessionaire, or upon any of Concessionaire's property used in connection therewith, or upon any sums payable hereunder, including, but not limited to any ad valorem, tangible property or intangible property taxes, and sales or excise taxes on any sums payable hereunder. Concessionaire shall maintain in current status all federal, state, County and local licenses and permits required for the operation of the business conducted by Concessionaire. In addition, Concessionaire shall be responsible for any and all other taxes which are due, or which may become due, pursuant to

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Chapter 212, Florida Statutes, as it may be amended from time to time, and any implementing regulations.

7.7 No Set Off. The Concessionaire acknowledges that, through the date hereof, it has no claims against County with respect to any of the operations of the Concessionaire at the Airport, or any of the matters covered by this Agreement or any other agreement it may have with the County, and it has no right of set off or counterclaims against any of the amounts payable by Concessionaire to County under this Agreement or any other agreement it may have with the County.

7.8 Late Payments - Interest. The County shall be entitled to collect interest at the rate of eighteen percent (18%) per annum from the date due until the date paid on any amounts that are past due under this Agreement. The right of the County to require payment of such interest and the obligation of the Concessionaire to pay same shall be in addition to and not in lieu of the right of the County to enforce other provisions herein, including termination of this Agreement, and to pursue other remedies provided by law.

7.9 Other Fees and Charges. The Concessionaire acknowledges that the County has or will establish, from time to time, various fees and charges for the use of various facilities, equipment and services provided by the County and not leased to or specifically provided to the Concessionaire hereunder, and the procedures relating to payment of same. The Concessionaire shall pay for its use of such facilities, equipment and services at the rates and in the manner prescribed by the County.

7.10 Additional Rent and Charges. If the County is required or elects to pay any sum or sums or incur any obligations or expense by reason of the failure, neglect or refusal of Concessionaire to perform or fulfill any one or more of the conditions, covenants or agreements contained in this Agreement or as a result of any act or omission of the Concessionaire contrary to said conditions, covenants or agreements, Concessionaire agrees to pay the sum or sums so paid by the County or the expense so incurred by the County, including all interest, costs, damages and penalties, and the same may be added to any installment payment thereafter due hereunder, and each and every part of the same shall be and become additional privilege fees recoverable by the County in the same manner and with like remedies as if it were originally a part of the privilege fees payable under this Agreement. All such sums of money shall be paid by Concessionaire within thirty (30) calendar days after written demand therefore.

7.11 Dishonored Check or Draft. In the event the Concessionaire delivers a dishonored check or draft to the County in payment of any obligation arising under this Agreement, the Concessionaire shall incur and pay a service charge in the amount established by the County from time to time. In such event, the Aviation Department may require that future payments be made by cashier’s

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check or other means acceptable to the Aviation Department.

7.12 Place of Payments. All payments required to be made by the Concessionaire under this Agreement shall be made payable to "Broward County," and shall be paid to the Finance Division, Broward County Aviation Department, 100 Aviation Boulevard, Fort Lauderdale, FL 33315, or to such other office or address as may be substituted therefore.

ARTICLE VIII OPERATIONAL STANDARDS

88.1 The Concessionaire agrees that it shall provide and make available at the

Assigned Areas the types of Shared Ride and Limousine Service as proposed in Concessionaire's Proposal and as required by this Agreement. The services Concessionaire must provide shall include, but not be limited to all services identified in Concessionaire's Proposal, except such services as have been disapproved or modified by the County. Concessionaire shall not change, remove, or modify any services provided hereunder without the prior written consent of the Aviation Department. In addition, the Aviation Department may require the addition of certain services, as may be agreed to between the parties, which are in public demand.

8.2 The maximum waiting time for passengers using Concessionaire's Shared Ride service shall not exceed thirty (30) minutes from the time the customer requests the service until the vehicle is loaded and departs the Airport.

8.2.1 The maximum wait time for passengers using Limousine Service shall not exceed ten (10) minutes from the time the customer requests the service until the vehicle is loaded and departs the Airport.

8.2.2 The only exception to this Section 8.2 is that the maximum waiting period may be extended for good cause when a special purpose vehicle normally assigned to the Airport has been previously dispatched from the Airport. In such case, Concessionaire shall make all efforts to minimize the waiting time for the passenger, including obtaining service for the passenger from an alternative provider, without additional cost (over the normal cost of providing service) to the passenger.

8.3 No co-mingling of passengers shall be permitted with respect to departing passengers; that is, Concessionaire shall not carry passengers that will be departing from an airport other than the Airport in the same vehicle as passengers that will be departing from the Airport.

8.4 Concessionaire shall forward to the Aviation Department, on a monthly basis, a

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list of any questions or complaints, whether verbal or written, from either the public or the Aviation Department, accompanied by Concessionaires' resolution of any such complaints. Each response by Concessionaire shall be provided by Concessionaire in writing to the customer (if applicable), with a copy to the Aviation Department within five (5) calendar days following submission.

8.5 Concessionaire shall meet with the Aviation Department on no less than a quarterly basis (or more often, at the request of either party) to discuss business and operational issues.

8.6 At the Aviation Department's request, Concessionaire shall meet with the Aviation Department to review any complaints or concerns and to promptly correct any deficiencies. The Aviation Department's determination as to quality of operation or services shall be conclusive and curative measures shall be implemented by Concessionaire as expeditiously as possible.

8.7 The hours of business during which Concessionaire is to conduct its operations at the Airport shall be such that the Shared Ride and Limousine Service demands of all passengers of any and all arriving flights at the Airport are met. The Concessionaire agrees that it shall have staff available in the Customer Service Kiosks ("Kiosks") in each Terminal from the time of the first scheduled arrival of each day until at least forty-five (45) minutes after the actual time of the final arrival of each day in each Terminal and shall have vehicles available to provide transportation to passengers during these hours. The service hours in each Terminal may vary. Any deviation from the operating hours as specified herein must be approved by the Aviation Department.

8.7.1 It will be the responsibility of the Concessionaire to monitor flight times on a daily basis and to ensure that it has sufficient staff and vehicles to operate during the hours established in Section 8.7. In the event of flight delays, the Concessionaire is required to continue to operate its Kiosks and offer transportation services pursuant to Section 8.7.

8.7.2 Variations from the operating hour’s requirements must be approved in writing by the Aviation Department prior to any implementation of said change. Concessionaire may request an adjustment of hours, but must demonstrate why this adjustment is necessary, and will not cause a significant diminution of customer service. The Aviation Department will consider any such requests and will decide, in its sole and absolute discretion, whether such change is warranted.

8.7.3 The operating hours shall be prominently posted at each Kiosk. Such operating hour’s signage must be permanent in appearance. The posting of operating hours, however, does not negate the contractual requirement for adherence to Section 8.7 herein.

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8.8 The management and operation of the Concession shall at all times be under the supervision and direction of an active, qualified, competent manager ("Manager") who shall at all be an employee of the Concessionaire and all times be subject to the direction and control of the Concessionaire.

8.9 The Manager or a Duty Manager shall be available at the Assigned Areas during all hours of operation. The Manager or a Duty Manager shall be available by telephone twenty-four (24) hours per day, seven (7) days per week with the ability to be at the Airport within thirty (30) minutes if necessary. The Concessionaire shall supply a single mobile or cellular communication device to the Manager or Duty Manager that may be used by the Aviation Department to reach, at all times, the person who is responsible for the Concessionaire’s operation.

8.10 The Concessionaire agrees to develop a policy outlining the rules, regulations, and operating procedures which apply to its employees within sixty (60) calendar days after execution of this Agreement and to submit same for approval of the Aviation Department. The Concessionaire shall not modify or deviate from this policy without the prior written approval of the Aviation Department. A failure of Concessionaire to comply with the policy approved by the Aviation Department shall be a default under this Agreement, entitling the County to exercise any and all remedies available hereunder. The Concessionaire agrees to demonstrate compliance with the rules, regulations and operating procedures contained within the policy. The Concessionaire agrees to comply with all federal, state and local laws, ordinances, rules and regulations, including but not limited to those rules published by the Aviation Department with respect to the Airport.

8.11 The operations of Concessionaire, its employees, invitees, suppliers and contractors shall be conducted in an orderly and proper manner so as not to annoy, disturb or be offensive to others. All employees of the Concessionaire must conduct themselves at all times in a courteous manner toward the public and in accordance with the rules, regulations and policies developed by the Concessionaire and approved by the Aviation Department.

8.12 The Concessionaire agrees that it shall have sufficient employees to staff the Kiosk Locations, as well as to operate vehicles, so as to properly conduct the Concessionaire's operations.

8.13 Concessionaire shall at all times retain qualified, competent, and experienced employees at the Airport to conduct its operations. Concessionaire's employees shall be clean, courteous, efficient, and neat in appearance. Concessionaire shall not employ any person or persons at the Airport or in its vehicles who shall use improper language, or act in a loud, boisterous or otherwise improper manner. The Aviation Department shall be the sole judge on the question as to whether the conduct of Concessionaire's representatives is objectionable, and if so judged,

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Concessionaire shall take all steps necessary to eliminate the conditions which have occasioned such judgment. Concessionaire shall maintain a friendly and cooperative relationship with other tenants on the premises of the Airport, and shall not engage in open or public disputes, disagreements, or conflicts, tending to deteriorate the quality of the services offered at the Airport, or be incompatible to the best interest of the public or the Airport.

8.14 The Concessionaire agrees that its employees, franchisees or subcontractors shall not engage in soliciting business or meeting potential or pre-reserved passengers at any area of the Airport, except at the Kiosk Locations and any other Assigned Areas. Concessionaire, its employees or contractors shall not pay or otherwise induce a skycap or other person to solicit passengers on behalf of Concessionaire or to direct passengers to use Concessionaire’s services.

8.14.1 "Soliciting" for the purpose of this Agreement, shall include calling to persons who have not approached the Kiosk Locations independently; leaving the Kiosk Locations to talk to Airport users (except to assist passengers who have already purchased a ticket for a shared ride or limousine trip); use of signs, other than those previously approved by the Aviation Department, to promote service or to attract potential customers; and/or distribution of any written material to promote service, except on the Kiosk Locations, in approved dispensers.

8.14.2 Additionally, Concessionaire’s employees shall not solicit a customer for tip or gratuities for services rendered at the Airport. Placement of a ‘tip cup" at the Kiosk Locations or inside any vehicle that is used for concession services or any other form of container soliciting for a tip from any customer is strictly prohibited.

8.15 The Airport shall have the right to adopt and enforce reasonable and non-discriminatory rules and regulations and operating performance standards with respect to the use of the Assigned Areas, which the Concessionaire agrees to observe and obey. The Airport may amend such rules or regulations and operating performance standards from time to time and shall provide copies thereof to the Concessionaire.

8.16 Standard of Service. The Concessionaire shall operate and maintain a standard of service and quality at least equal to that high standard provided at comparable international airports, while at the same time operating in a commercially reasonable and legally required manner. The County's determination as to quality of service that is required shall be conclusive and shall be accepted and performed by the Concessionaire. The Aviation Director in consultation with the GTM and Concessionaire may direct modifications to the Concessionaire’s Operations Plan including, but not limited to, Operating Areas outside of the kiosks and curbside loading procedures. In the event of disagreement by any

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party the Aviation Director’s decision will be final.

8.17The following table sets forth a schedule of Disincentive Fees for violations of operating standards or failure to adhere to contractual requirements.

Infraction Contract Section

Reference

1 st Violation 2 nd

Violation3 rd (or

further) Violation

Use of any space at the Airport not included in "Exhibit A" to this Agreement

3.3 Written Warning

$100 per day

$200 per day

Use of vehicles, other than those specified in "Exhibit G," without the approval of the Aviation Department

3.5 $100 per vehicle per

day

$200 per vehicle per

day

$300 per vehicle per

day

Placement of unapproved signage, advertising, or promotional materials

3.17 Written Warning

$100 per incident per

day

$250 per incident per

dayFares changed in excess of the approved fares in "Exhibit B"

4.3 Ten times (10x) the difference

between the approved

fare and that charged

Twenty times (20x)

the difference

between the approved fare and

that charged

Fifty times (50x) the difference

between the approved fare

and that charged

Failure to post fares as required 4.4 Written warning

$100 per day

$250 per day

Passenger waiting for a shared ride vehicle for more than thirty (30) minutes.

8.2 $25 per occurrence

$50 per occurrence

$100 per occurrence

Passenger waiting for limousine pick-up more than ten (10) minutes.

8.2.1 $25 per occurrence

$50 per occurrence

$100 per occurrence

Failure to respond in writing to customer complaints within five (5) calendar days of complaint.

8.4 $25 per occurrence

$100 per occurrence

$500 per week over the

required suspense

dateFailure to have sufficient staff to operate the kiosks and provide transportation services.


$100 per incident

$250 per incident

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Infraction Contract Section

Reference

1 st Violation 2 nd

Violation3 rd (or

further) Violation

Solicitation of passengers (or potential passengers)


$100 per incident

$250 per incident

Failure to and maintain the Assigned Areas in a clean, neat and sanitary condition, and attractive in appearance.

9.3 Written Warning

$250 per incident

$500/incident

Failure to provide ACDBE participation report.


$100 per day late

$250 per day late

Failure to comply with any reporting requirements as referenced in this Agreement.

Throughout Document

Written Warning

$250 per incident

$500 per incident

8.17.1 In addition to the above, Concessionaire’s noncompliance with any provision of this Agreement which is not specifically set forth above shall be subject to a Disincentive Fee in the amount of $100 per day that the Concessionaire is in noncompliance.

8.17.2 If the Concessionaire believes, in good faith, that there are extenuating circumstances that have resulted in the levying of a Disincentive Fee, it shall have the right to provide documentation of such extenuating circumstances beyond the control of the Concessionaire, and the Director of Aviation shall have the right, on behalf of the County, in his/her sole and absolute discretion, to waive the Disincentive Fee in such cases.

8.18 The Concessionaire and its subcontractors agree that no solicitations for private business shall be carried on at the Airport premises, except as may be specifically allowed hereunder. No other type or kind of business, except that provided herein, shall be conducted at the Airport by Concessionaire.

8.19 Upon request by the Aviation Department, the Concessionaire shall provide the Aviation Department with emergency evacuation and hurricane plans consistent with the County’s plans for the Airport. These plans shall be detailed procedures of actions to be taken by the Concessionaire, if an evacuation need or hurricane alert warning is present. Hurricane plans are to be annually updated, if requested by the Aviation Department.

8.20 Should a conflict arise between the Concessionaire and other concession operators at the Airport regarding the scope of concession privileges, the Aviation Department's decision on the matter shall be final and conclusive. The Concessionaire agrees to abide by the Aviation Department's decision.

8.21Concessionaire shall accept at least three (3) major credit cards and debit cards for

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payment.

8.22 The Concessionaire shall provide, supply and maintain suitable modern, late model air conditioned limousines/luxury sedans, and shared ride vans of good quality, in such number as may be needed, but in no event less than the quantity and types described on "Exhibit G" which shall be ready for use at the Airport to provide transportation for all persons using the Airport. Such vehicles shall be sufficient in quantity to meet the demand for the Shared Ride and Limousine Services at the Airport, but in no event less than the quantity and types described on "Exhibit G."

8.22.1 The Concessionaire shall maintain its vehicles and other equipment in a clean, first-class operable condition and repair. During the term of this Agreement, vehicles shall be replaced by Concessionaire, as age and condition warrant. Vehicles shall be plainly marked and identified as to their purpose and function.

8.22.2 The Aviation Department shall have the right to inspect and approve all vehicles in Concessionaire’s fleet, and Concessionaire shall not use any vehicle in its fleet that does not have the Aviation Department’s written approval.

8.22.3 Use of buses or any vehicle having a seating capacity in excess of nineteen (19) persons (excluding the Driver) is prohibited.

8.23 The Concessionaire shall load and discharge passengers at such points on the Airport as may be designated by the Aviation Department or its authorized representative. Concessionaire shall comply with the Aviation Department’s current and future GTP and the direction of the County’s GTM. The Operations Areas may be revised or changed from time to time by the Aviation Department or the GTM, through notice, signed by the Director of Aviation, along with a revised "Exhibit A."

8.24 Smoking is not permitted in any vehicle used by the Concessionaire for Shared Ride and Limousine Services.

8.25 The Concessionaire shall be responsible to ensure that all Drivers use appropriate waste receptacles for the disposal of all trash and garbage, including cigarette butts, matches, paper, etc. The Concessionaire shall be responsible to ensure that all Operations Areas are maintained in a clean and orderly manner and free of debris and trash.

8.26 The Concessionaire shall instruct each of its Drivers, prior to assignment to the Airport, of the pertinent rules and regulations of the Airport and the applicable provisions of this Agreement, and instruct such Drivers as to the methods and procedures used at the Airport. Concessionaire shall not discriminate on against any person or group of persons in any manner prohibited

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by federal, state, or local laws, rules or regulations. The Concessionaire shall notify all of its Drivers that they are to accept any and all passengers desiring the services of the Concessionaire without unlawful discrimination of any kind. The Concessionaire agrees that any violation by Drivers operating under this Agreement shall be cause for denying such Driver the privilege to come upon the Airport to do business as a representative of the Concessionaire under this Agreement.

8.27 The Concessionaire shall require its Drivers and vehicles to remain away from the curbside Passenger Loading Areas at the Terminals until summoned for loading. At the commencement of this Agreement, the Concessionaire’s starter will summon the vehicles for loading at the curb. Upon thirty (30) days’ written notice from the Aviation Department, the GTM will assume dispatching duties.

8.28 The Concessionaire shall require that all of its Drivers successfully complete a County approved Courtesy Training Program before they are permitted to operate at the Airport. This program must be comparable in content to the County’s SUNSATIONAL Service program. Annually and as often as requested, the Concessionaire shall furnish to the Aviation Department, for review and approval, a copy of Concessionaire's training course, as well as dates for initial training and refresher courses and a list of Drivers who have successfully passed the training courses.

8.29 Concessionaire’s employees, franchisees, and subcontractors shall be appropriately attired, as follows:

8.29.1 Employees, except for Drivers, shall be provided with uniforms which shall be distinctive and which shall be subject to approval by the Aviation Department. All employees shall be required to wear the appropriate approved uniform at all times when on duty. The Concessionaire shall ensure that the employees and their uniforms are clean and neat.

8.29.2 Drivers shall be appropriately dressed while operating at the Airport. All Drivers must wear neat and clean shirts with collars and sleeves, slacks, shoes, and socks. T-shirts, shorts and open-toed shoes are prohibited.

8.30 All of Concessionaire's vehicles that are engaged in picking-up or delivering passengers at the Airport shall display an Airport Sticker in the manner required by the Aviation Department. Additionally, all of Concessionaire’s vehicles must be equipped with either a Sunpass Transponder that is registered with the GTM or an AVI purchased specifically for use at the Airport. Any vehicle not bearing both the required Airport Sticker and a registered Sunpass Transponder or an AVI shall not be permitted to pick-up or deliver passengers at the Airport.

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8.31 Within thirty (30) calendar days of the Effective Date of this Agreement, Concessionaire shall prepare and deliver to the Aviation Department, an Operation Plan for its operation at the Airport. Such Operation Plan shall include, at a minimum:

8.31.1 Organizational staffing chart, including management and supervisory staff and contact information;

8.31.2 Utilization and use of the ground transportation kiosks (including staffing and available information for customers);

8.31.3 Procedures for company starters to load passengers on the curb. (Note: this responsibility will be assumed by the GTM once such firm is operating and the thirty (30) days notification is given by the Aviation Department to the concessionaire);

8.31.4 Procedures for management control of Drivers and other staff at the Airport;

8.31.5 Management control and conduct of Drivers and other staff at the Airport (including both hold yard and curb front activities);

8.31.6 Policies for vehicle condition/appearance;

8.31.7 Customer services policies;

8.31.8 Procedures for handling passenger complaints; and

8.31.9 Procedures for offering pre-arranged reservations (on-line or telephonically) to potential customers.

8.32 Concessionaire further agrees to update or revise such Operation Plan, if directed by the Aviation Department, and shall submit such updated Operation Plan for approval by the Aviation Department. Concessionaire shall not modify or deviate from the approved Operation Plan without the prior written approval of the Aviation Department. Failure to comply with the accepted Operation Plan approved by the Aviation Department shall be a default under this Agreement, entitling the County to exercise any and all remedies available hereunder.

8.33 The Concessionaire shall ensure that one or more appropriately equipped vehicle(s) are available to the Airport for purposes of transporting disabled persons from the Airport. Such vehicle(s) shall be operated by appropriately trained Drivers. Fares to the public for the use of the vehicle(s) shall be at the same rates as approved for other vehicles in Concessionaire’s fleet. In the event that the assigned vehicle(s) is in use, the Concessionaire shall use its other resources

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available to ensure that service for transportation of disabled persons is available at all times. The provisions of this Section are in addition to (and not a limitation of) any other requirements that may be imposed by applicable federal, state, or local laws or regulations, including without limitation, the Americans with Disabilities Act of 1990, and Title IV Code of Federal Regulations, Parts 27 and 37. Concessionaire will provide a designated telephone number for receiving requests for services to be provided hereunder.

8.34 Concessionaire shall give the County, or its agent, prompt written notice of any occurrence, incident, or accident occurring on Airport premises relating to Concessionaire’s activities or operations, or affecting Concessionaire’s personal property.

ARTICLE IXMAINTENANCE

89.1 Concessionaire is responsible for cleanliness within the Assigned Areas, including

the exterior walls of the Kiosk Locations.

9.2 The Aviation Department will be responsible for structural maintenance of the Kiosk Locations.

9.3 The Concessionaire shall provide at its own expense such janitor and cleaning services and supplies as may be necessary or required in the operation and maintenance of its Assigned Areas.

9.3.1 8.35

In a timely manner, the Concessionaire will provide for the adequate sanitary handling and removal of all trash, garbage and other refuse caused as a result of the Concessionaire's operations.

9.3.2 The Concessionaire agrees to provide and use suitable covered receptacles for all garbage, trash and other refuse in its Assigned Areas.

9.3.3 Concessionaire shall maintain the Assigned Areas in a neat, orderly and clean condition, and there shall be no food, papers, or rubbish visible at any time.

9.4 Concessionaire shall keep and maintain in good condition all electrical equipment and fixtures located at or in its Assigned Areas.

9.5 The County, its employees and representatives, shall have the right to enter the Concessionaire's Assigned Areas to:

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(a) Inspect the Assigned Areas during the Concessionaire's regular business hours or at any time in case of emergency to determine whether the Concessionaire has complied with and is complying with the terms and conditions of this Agreement and other enumerated health/operational standards;

(b) Perform any and all things which the Concessionaire is obligated to perform and has failed after reasonable notice to perform, including but not limited to, maintenance, repairs and replacements to the Concessionaire's Assigned Areas or lack of immediate reaction to emergency conditions and the cost of all labor and materials required to complete the work will be paid by the Concessionaire to the County within thirty (30) calendar days following demand for said payment at County's standard rates, plus any overhead; and

(c) Exercise the County's police power.

9.6 Notwithstanding the above, in the event of an emergency condition, the representatives of the County shall have the right to enter the Concessionaire's Assigned Areas to perform maintenance, repair and/or replacement. The cost of all labor and materials required to complete the emergency work will be paid by the Concessionaire to the County within thirty (30) calendar days following demand for said payment at the County's standard rates, plus any overhead.

9.7 If the Concessionaire refuses or neglects to undertake any maintenance or replacements requested by the Aviation Department or other representatives of the County, or if the County is required to make any repairs necessitated by the negligent acts or omissions of the Concessionaire, its employees, agents, servants or licensees, the County shall have the right to make such repairs on behalf of and for the Concessionaire. Such work shall be paid for by the Concessionaire within thirty (30) calendar days following demand for said payment at the County's standard rates, plus any overhead.

9.8 The Concessionaire agrees to provide adequate control of rodents, insects, and other pests in its Assigned Areas. In the event that the Concessionaire's rodent, insect and pest control program is not acceptable or sufficient, the Aviation Department may seek to control such rodents, insects and pests by other means. The Concessionaire agrees to reimburse the County no later than thirty (30) calendar days following demand for any expenses incurred by County due to conditions within the Concessionaire's Assigned Areas.

ARTICLE X COMPLIANCE

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1010.1 Concessionaire shall pay, on or before their respective due dates, to the appropriate

collecting authority, all federal, state and local taxes and fees, which are now or may hereafter be levied upon the premises, or upon Concessionaire, or upon the business conducted on the premises, or upon any of Concessionaire's property used in connection therewith, including, but not limited to applicable sales and excise taxes, and shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by Concessionaire.

10.2 The Concessionaire, its officers, agents, servants, employees, contractors, licensees and any other person who the Concessionaire controls, or has the right to control and all employees shall comply with all present and future laws, ordinances, orders, directives, rules, and regulations of the United States of America, the State of Florida, Broward County, and all municipalities, and their respective agencies, departments, authorities and commissions which pertain to the provision of concession services at the Airport or which may affect the Concessionaire or its operations at, or in connection with, the Airport, including without limitation the Americans with Disabilities Act of 1990, and any and all regulations promulgated thereunder and all the provisions of the Broward County Code of Ordinances, prescribing the policies for engaging in the business of providing passenger services to the public for compensation.

10.3 Concessionaire shall pay wages that are not less than the minimum wages required by federal and state statutes and local ordinances, to persons employed in its operations hereunder.

10.4 Concessionaire shall, at its own expense, provide and maintain in full force and effect any and all federal, state, County and municipal certificates, licenses and permits required for the operation of all aspects of Concessionaire's business.

10.5 The obligation of the Concessionaire to comply with governmental requirements is provided herein for the purpose of assuring proper safeguards for the protection of persons and property. Such provision is not to be construed as a submission by the County to the application to itself of such requirements or any of them.

10.6 The Concessionaire agrees to permit entry, inspection, and testing of all Assigned Areas used by Concessionaire, at all reasonable times, by inspectors of any federal, state, or county agency having jurisdiction under any law, rule, regulation, or order applicable to the Airport premises or the operations of Concessionaire. This right of entry, inspection and testing shall impose no duty on the County to take any such action and shall impart no liability on the County should it not take any such action.

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ARTICLE XIASSIGNMENT

1111.1 Concessionaire shall not sell, transfer, assign, sublet, pledge, mortgage, or

otherwise encumber this Agreement or any portion of the Airport premises, or any rights or obligations hereunder, or allow same to be assigned by operation of law or otherwise or contract for the performance of any of the services to be provided by Concessionaire under this Agreement (any such action being called an "assignment") without the prior written consent of the County, which consent may be conditioned upon such additional terms and conditions as may be imposed in the reasonable discretion of the County, or the Aviation Department, acting on behalf of the County pursuant to the County’s administrative code and ordinances. The Concessionaire's request for consent to an assignment shall include copies of all documentation pertaining to the assignment. In addition, the Concessionaire shall provide the Aviation Department with such additional information and documentation as may be reasonably requested. The factors upon which the decision on whether to grant such consent shall be based shall include, but not be limited to an assessment of whether the proposed assignee meets standards of creditworthiness; and an assessment of the ability of the proposed assignee to perform the obligations under this Agreement. In the event of any assignment, the Concessionaire shall not be released of any liability hereunder and the assignee shall be required to execute a written assumption agreement, agreeing to assume all obligations and liabilities under this Agreement and to abide by all of the terms and provisions of this Agreement, which assumption agreement must be acceptable to the Aviation Department in all respects. In the event that the Concessionaire shall seek the County's consent to an assignment to an affiliate of the Concessionaire, then as a condition of such assignment, Concessionaire (or those persons or entities that have majority ownership of Concessionaire, directly or indirectly) may be required to execute an irrevocable guaranty of payment and performance of this Agreement which shall be in form and substance satisfactory to the Aviation Department.

11.2 In no case will an assignment be permitted if a default shall have occurred hereunder and remain uncured.

11.3 An "assignment" shall include any transfer of this Agreement by merger, consolidation or liquidation or by operation of law, or if Concessionaire is a corporation, any change in control of or ownership of or power to vote a majority of the outstanding voting stock of Concessionaire or of any parent corporation of Concessionaire from the owners of such stock or those controlling the power to vote such stock on the date of this Agreement (whether occurring as a result of a single transaction or as a result of a series of transactions), or if Concessionaire is a limited or a general partnership or joint venture, any transfer of an interest in the partnership or joint venture (or a transfer of an interest in a corporate general

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partner or corporate joint venturer) which results in a change in control (either directly or indirectly) of such partnership or joint venture from those controlling such partnership or joint venture on the date of this Agreement (whether occurring as a result of a single transaction or as a result of a series of transactions). Notwithstanding the foregoing, a transfer of stock among current stockholders or among current stockholders and their immediate families, any transfer of stock resulting from the death of a stockholder, a transfer of partnership or joint venture interests among existing partners or among existing partners or joint venturers and their immediate families, or any transfer of such an interest resulting from the death of a partner or joint venturer, shall not be deemed an assignment for purposes of this Section. Notwithstanding the foregoing, the provisions of this Section shall not apply to any public trades of registered stock of Concessionaire that occurs on a national stock exchange.

11.4 In the event any action specified hereunder shall be taken without the prior written consent of the County, then any such assignment or other action shall be null and void and of no force or effect and in addition to all other available remedies, the County shall be entitled to immediately terminate this Agreement. Any written consent or approval required hereunder shall not be effective unless evidenced by a written document signed by the authorized representative of the County.

11.5 Concessionaire shall be liable for the acts and omissions by any licensee, assignee, sublessee, transferee, purchaser, agent, contractor, subcontractor or any other party in privity with Concessionaire.

ARTICLE XIIINSURANCE AND INDEMNIFICATION;

PERFORMANCE BONDS; SECURITY DEPOSIT

1212.1 Concessionaire shall at all times hereafter indemnify, hold harmless and, at the

option of the County Attorney, defend or pay for an attorney selected by the County Attorney to defend County, its officers, agents, servants, and employees against any and all claims, losses, liabilities, and expenditures of any kind, including attorney fees, court costs, and expenses, caused by any negligent act or omission of Concessionaire or its contractors, subcontractors, or agents, or any of the employees, agents, servants, or officers of any of the foregoing, accruing, resulting from, or related to the subject matter of this Agreement or the subject matter of any agreement entered into by Concessionaire or its contractors, subcontractors, or agents with respect to any matter related to this Agreement, including without limitation, tenant improvements, including, without limitation, any and all claims, demands, or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. The provisions of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by the Aviation Department and the County

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Attorney, any sums due Concessionaire under this Agreement may be retained by County until all of County's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by County.

12.2 In order to insure the indemnification obligation contained above, Concessionaire shall, at a minimum, provide, pay for, and maintain in force at all times during the term of this Agreement (unless otherwise provided), the insurance coverages set forth below, in accordance with the terms and conditions required by this Article. Such policy or policies shall be issued by companies authorized to do business in the state of Florida, and having agents upon whom service of process may be made in Broward County, Florida. Concessionaire shall specifically protect County and the Commission by naming County and the Broward County Board of County Commissioners as additional insured under the Comprehensive General or Commercial Liability Policy.

12.2.1 Comprehensive General or Commercial Liability Insurance. Commercial General Liability Insurance Policy with minimum limits of One Million Dollars ($1,000,000) per occurrence, One Million Dollars ($1,000,000) per aggregate, and combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements, as filed by the Insurance Services Office and must include:

(a) Premises and/or Operations.

(b) Independent Contractors or Owners and Contractors Protective Liability coverage, which includes liability coverage for operations performed for the named insured by independent and/or subcontractors hired and acts or omissions of the named insured in connection with his/her general supervision of such operations.

(c) Products and/or Completed Operations

(d) Broad Form Property Damage.

(e) Broad Form Contractual Coverage applicable to this specific contract, including any hold harmless and/or indemnification agreement.

(f) Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability.

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(g) County is to be expressly included as an "Additional Insured" in the name of "Broward County" with respect to liability arising out of operations performed for County by or on behalf of Concessionaire or acts or omissions of Concessionaire in connection with general supervision of such operation.

(h) Notice of Cancellation and/or Restriction – The policy(ies) must be endorsed to provide County with thirty (30) days' notice of cancellation and/or restriction.

12.2.2 Business Automobile Liability. Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000) per occurrence for all non-airside driving and Five Million Dollars ($5,000,000) per occurrence for all airside driving combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office and must include:

(a) Any Auto.

(b) Owned Vehicles.

(c) Hired and Non-Owned Vehicles.

(d) County is to be expressly included as an "Additional Insured" in the name of "Broward County" with respect to liability arising out of operations performed for County by or on behalf of Concessionaire or acts or omissions of Concessionaire in connection with general supervision of such operation.

(e) Notice of Cancellation and/or Restriction – The policy(ies) must be endorsed to provide County with thirty (30) days' notice of cancellation and/or restrictions.

12.2.3 Workers' Compensation Insurance . Workers' Compensation Insurance shall be provided to apply for all employees in compliance with the "Workers' Compensation Law" of the State of Florida and all applicable federal laws. In addition, the policy(ies) must include: Employers' Liability with a limit of One Million Dollars ($1,000,000.00) each accident. Workers’ Compensation Insurance to apply for all employees in compliance with the "Workers Compensation Law" of the State of Florida and all applicable Federal laws. In addition, the policy(ies) must include:

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(a) Employers’ Liability with minimum limits of One Hundred Thousand Dollars ($1,000,000.00) each accident.

(b) If any operations are to be undertaken on or about navigable waters, coverage must be included for the U.S. Longshoremen & Harbor Workers Act and Jones Act.

12.2.4 Certificate of Insurance. Concessionaire shall furnish to the Aviation

Department, certificates of insurance evidencing that all coverages, limits and endorsements required herein are maintained and in full force and effect. Said certificate(s) of Insurance shall include a minimum of thirty (30) days endeavor to notify County due to cancellation or non-renewal of coverage.

12.2.5 Cancellation of Coverage. Coverage is not to cease and is to remain in force (subject to cancellation notice) until all performance required of Concessionaire is completed. All policies must be endorsed to provide County with at least thirty (30) calendar days’ notice of cancellation and/or restriction. If the any of the insurance coverages will expire prior to the termination of this Agreement, copies of renewal policies shall be furnished at least thirty (30) calendar days’ prior to the date of their expiration.

12.2.6 Review by County. The aforesaid insurance coverages shall be reviewed from time to time by the County Risk Management Division and may be adjusted if the Risk Management Division determines that such adjustments are necessary to protect County's interest. When such policies or certificates have been delivered by the Concessionaire to the County as aforesaid and at any time or times thereafter, the County may notify the Concessionaire in writing that the insurance represented thereby does not conform to the provisions of this Article XII either because of the amount or because of the insurance company or for any other reason, and the Concessionaire shall have fifteen (15) calendar days in which to cure any such defect. Compliance with the requirements of this Article XII as to the carrying of insurance shall not relieve the Concessionaire of its liability under any other provision of this Agreement.

12.2.7 Right to Revise or Reject: Broward County's Risk Management Division reserves the right, but not the obligation, to review and revise any insurance requirements at the time of contract renewal and or any amendments, not limited to deductibles, limits, coverages and endorsements based on insurance market conditions affecting the availability or affordability of coverage; or changes in the scope of work/specifications affecting the applicability of coverage.

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12.2.8 Subrogation. Notwithstanding anything to the contrary herein, Concessionaire waives any right of recovery against County for any loss or damage to the extent the same is required to be covered by Concessionaire's insurance hereunder. Concessionaire shall obtain from its insurers, if possible, a waiver of any subrogation the insurer may have against County in connection with any loss or damage covered by Concessionaire's insurance.

12.3 Simultaneously with Concessionaire's execution of this Agreement, Concessionaire shall provide a Security Deposit in the amount of ______________ Dollars ($X,XXX,000.00), which is fifty percent (50%) of the MAG for the first Contract Year of this Agreement. On or prior to May 31, 2013, and then by no later than each and every May 31 thereafter during the term of this Agreement, the Concessionaire shall adjust its Security Deposit to an amount equal to one-half (1/2) of the total amount payable by Concessionaire to the Aviation Department by the Concessionaire over the previous year. In no event shall the Security Deposit ever be less than fifty percent (50%) of fees paid in the previous year.

12.4 The Security Deposit shall serve as security for the payment of all monies due to County and shall also secure the performance of all obligations of Concessionaire pursuant to this Agreement. The Security Deposit shall be either in the form of an Irrevocable Letter of Credit ("Letter of Credit"), in form and substance satisfactory to the Aviation Department, or a Payment and Performance Bond ("Bond"), in form and substance satisfactory to Aviation Department. The Security Deposit shall be submitted to the Aviation Department, simultaneously with the execution of this Agreement by the Concessionaire. In the event of any failure by Concessionaire to pay when due any fees or other charges hereunder or upon any other failure to perform its obligations hereunder or upon any other default hereunder, then in addition to any other rights and remedies available to Aviation Department at law or in equity, Aviation Department shall be entitled to draw down up to the full amount of the Security Deposit and apply same to all amounts owed by Concessionaire to County. Upon notice of any such draw, Concessionaire shall immediately replace the Security Deposit with a new Letter of Credit or Bond in the full amount of the Security Deposit required hereunder. The Aviation Department, upon fourteen (14) calendar days' notice to the Concessionaire, may require an increase in the amount of the Security Deposit to reflect any increases in the monies payable hereunder. In addition the Aviation Department, upon fourteen (14) calendar days' notice to the Concessionaire, may require an increase in the amount of the Security Deposit equal to up to four (4) additional months’ Privilege Fees because of increased obligations hereunder, or if upon a review of Concessionaire’s payment or performance history at the Airport, the Aviation Department determines an increase should be required.

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12.4.1 The Security Deposit shall be kept in full force and effect throughout the term of this Agreement and for a period of three (3) months thereafter. Not less than ninety (90) calendar days prior to any expiration date of a Letter of Credit or Bond, Concessionaire shall submit evidence in form satisfactory to Aviation Department that said security instrument has been renewed. A failure to renew a Letter of Credit or Bond, or to increase the amount of the Security Deposit, if required pursuant hereto, shall (i) entitle the Aviation Department to draw down the full amount of such Security Deposit, and (ii) be a default of this Agreement entitling Aviation Department to all available remedies. The Security Deposit shall not be returned to the Concessionaire until all obligations under this Agreement are performed and satisfied.

12.4.2 Each Letter of Credit provided hereunder or under any other Article, Section or provision of this Agreement shall be provided by a financial institution of recognized standing authorized to do business in the State of Florida. Throughout the term of the Letter of Credit, the financial institution that has issued the Letter of Credit must maintain a relationship with a financial institution having an office in Broward, Miami-Dade, or Palm Beach County, Florida at which the Letter of Credit may be presented for drawing down, and the financial institution that has issued the Letter of Credit must have been in business with a record of successful continuous operation for at least five (5) years. Each letter of credit shall be in form and substance satisfactory to the Aviation Department.

12.4.3 Each bond provided hereunder or under any other Article, Section or provision of this Agreement shall be executed by a surety company of recognized standing authorized to do business in the State of Florida and having a resident agent in Broward County and having been in business with a record of successful continuous operation for at least five (5) years. Each bond shall be in form and substance satisfactory to the County. Furthermore, such surety company must have at least an "A" minimum rating in the latest revision of Best's Insurance Report. Within ten (10) days of issuance, Concessionaire shall record all bonds required by this Agreement in the Broward County Records, Taxes and Treasury Division. Prior to performing any portion of the Work, the Concessionaire shall deliver to Aviation Department the Bonds required to be provided by Concessionaire or each contractor as set forth in this agreement. The Bond shall be delivered to the Aviation Department upon execution of the contract between the Concessionaire and its contractor or the Subtenant and its contractor, as the case may be.

ARTICLE XIIIDEFAULT BY CONCESSIONAIRE

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1313.1 In addition to all other remedies available to the County, this Agreement, at the

option of the County, shall be subject to immediate termination should any one or more of the following events of default occur:

(a) If Concessionaire fails to pay any installment of the Privilege Fees, as required hereunder; or

(b) If Concessionaire fails to pay any other monetary obligation required hereunder within thirty (30) calendar days after written notice thereof; or

(c) If Concessionaire shall make any assignment, without the prior written consent of the County; or

(d) If Concessionaire neglects or fails to perform or observe any of the other terms, provisions, conditions or covenants herein contained after thirty (30) calendar days written notice of such neglect or failure is given to Concessionaire; provided, however, that if within said thirty (30) day period Concessionaire shall commence and thereafter diligently proceed to cure such default, said cure period shall be extended for a reasonable time; or

(e) If the estate hereby created is taken by execution or by other process of law; or

(f) If Concessionaire shall fail to abide by all applicable federal, state, County and local ordinances, rules and regulations; or

(g) If Concessionaire shall fail to take possession of the Assigned Areas; or

(h) If Concessionaire shall discontinue the conduct of its operations at any of the Assigned Areas; or

(i) Concessionaire fails to purchase, or interferes with the installation or maintenance of, or in any way, disables or interferes with the proper functioning of the AVI or Sunpass transponder as required hereunder.

13.2 In the event any condition of default shall occur (notwithstanding any waiver, license or indulgence granted by County with respect to any condition of default in any form or instance) County, then, or at a time thereafter, shall have the right, at its option, to immediately terminate this Agreement by giving written notice to that effect, at which time Concessionaire will then immediately quit and cease operations at the Airport, and such termination shall be without prejudice to County to any remedy for arrearages or payments due hereunder or breach of covenant or damages for the balance of the Privilege Fees payable through the

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full term of this Agreement, or any other damages or remedies whatsoever.

13.3 Upon termination of this Agreement, County shall have the right to engage another concessionaire or concessionaires to provide the services Concessionaire is authorized to provide hereunder, for such period or periods (which may extend beyond the term of this Agreement) at such fees and upon such other terms and conditions as County may, in good faith, deem advisable. County shall in no event be liable and Concessionaire's liability shall not be affected or diminished in any way whatsoever by the failure of County to obtain another Shared Ride and Limousine Service Concession operator or by the failure of County to collect any fees or other sums due from any such other concessionaire.

13.4 If this Agreement shall terminate for any reason (including expiration of its Term or a default hereunder), Concessionaire, and those holding under Concessionaire, shall forthwith remove their Personalty from the Airport. If Concessionaire or any such claimant shall fail to effect such removal within fourteen (14) calendar days following termination of this Agreement, then, at the County's option, title to same shall vest in the County, at no cost to the County, or County may remove such property to a public warehouse for deposit, or County may retain the same in its own possession and sell the same at public auction, the proceeds of which shall be applied first to the expenses of removal, storage and sale; second, to any sums owed by the Concessionaire to the County with any balance remaining to be paid to the Concessionaire; or County may dispose of any such property in any other manner provided by law. If the expenses of such removal, storage and sale shall exceed the proceeds of sale, the Concessionaire shall pay such excess to the County upon demand.

13.5 Concessionaire shall be responsible for all costs of removal, storage and sale, and County shall have the right to reimburse itself from the proceeds of any sale for all such costs paid or incurred by County. If any surplus sale proceeds shall remain after such reimbursement County may deduct from such surplus any other sum due to County hereunder and shall pay over to Concessionaire any remaining balance of such surplus sale proceeds.

13.6 If proceedings shall, at any time, be commenced against Concessionaire by County under this Agreement, and compromise or settlement shall be effected either before or after judgment whereby Concessionaire shall be permitted to continue to operate under this Agreement, then such proceedings shall not constitute a waiver of any condition or agreement contained herein or of any subsequent event of default.

13.7 Any amount paid or expense or liability incurred by County for the account of Concessionaire shall, at the option of County, be deemed to be additional Privilege Fees due hereunder, and the same may, at the option of County, be

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added to any Privilege Fees then due or thereafter falling due hereunder.

13.8 Concessionaire hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of any termination of this Agreement. The rights given to County herein are in addition to any rights that may be given to County by statute or otherwise.

13.9 In the event of any termination of this Agreement upon the occurrence of an event of default hereunder, Concessionaire shall have no further rights hereunder and shall cease forthwith all operations upon the Airport premises and shall pay in full the balance of all Privilege Fees and other charges as set forth in this Agreement for the full term hereof. The Concessionaire's Security Deposit may be applied by the County to any sums due to County under this Agreement.

ARTICLE XIVSECURITY

1414.1 Airport Security Program and Aviation Regulations. Concessionaire agrees to

observe all security requirements and other requirements of the Federal Aviation Regulations applicable to Concessionaire, including without limitation, all regulations of the United States Department of Transportation, the Federal Aviation Administration and the Transportation Security Administration, and the Concessionaire agrees to comply with the County’s Airport Security Program and the Air Operations Area (AOA) Vehicle Access Program, and amendments thereto, and to comply with such other rules and regulations as may be reasonably prescribed by the County, and to take such steps as may be necessary or directed by the County to insure that sublessees, employees, invitees and guests observe these requirements. If required by the Aviation Department, Concessionaire shall conduct background checks of its employees in accordance with applicable Federal Regulations. If as a result of the acts or omissions of Concessionaire, its sublessees, employees, invitees or guests, the County incurs any fines and/or penalties imposed by any governmental agency, including without limitation, the United States Department of Transportation, the Federal Aviation Administration or the Transportation Security Administration, or any expense in enforcing any federal regulations, including without limitation, airport security regulations, or the rules or regulations of the County, and/or any expense in enforcing the County’s Airport Security Program, then Concessionaire agrees to pay and/or reimburse to County all such costs and expenses, including all costs of administrative proceedings, court costs, and attorney's fees and all costs incurred by County in enforcing this provision. Concessionaire further agrees to rectify any security deficiency or other deficiency as may be determined as such by the County or the United States Department of Transportation, Federal Aviation Administration, the Transportation Security Administration, or any other federal agency. In the event Concessionaire fails to

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remedy any such deficiency, the County may do so at the cost and expense of Concessionaire. The County reserves the right to take whatever action is necessary to rectify any security deficiency or other deficiency.

14.2 Access to Security Identification Display Areas and Identification Badges. The Concessionaire shall be responsible for requesting the Aviation Department to issue identification badges ("SIDA Badges") to all employees who are authorized access to Security Identification Display Areas ("SIDA") on the Airport, as designated in the Airport Security Program. In addition, Concessionaire shall be responsible for the immediate reporting of all lost or stolen SIDA Badges and the immediate return of the SIDA Badges of Concessionaire’s personnel transferred from the Airport, or terminated from the employ of the Concessionaire, or upon termination of this Agreement. Before a SIDA Badge is issued to an employee, Concessionaire shall comply with the requirements of applicable federal regulations with regard to employment history, verification and criminal history checks, and shall require that each employee complete the SIDA training program conducted by the Aviation Department. The Concessionaire shall pay or cause to be paid to the Aviation Department such charges as may be established from time to time for lost or stolen SIDA Badges and those not returned to the Aviation Department in accordance with this section. The Aviation Department shall have the right to require the Concessionaire to conduct background investigations and to furnish certain data on such employees before the issuance of SIDA Badges, which data may include the fingerprinting of employee applicants for such badges.

14.3 Operation of Vehicles on the AOA. Before the Concessionaire shall permit any employee of Concessionaire to operate a motor vehicle of any kind or type on the AOA (and unless escorted by an Aviation Department approved escort), the Concessionaire shall ensure that all such vehicle operators possess current, valid, and appropriate Florida Driver’s licenses. In addition, any motor vehicles and equipment of Concessionaire operating on the AOA must have an appropriate vehicle identification permit issued by the Aviation Department, which identification must be displayed as required by the Aviation Department.

14.4 Consent to Search/Inspection. The Concessionaire agrees that its vehicles, cargo, goods and other personal property are subject to being inspected and searched when attempting to enter or leave and while on the AOA. The Concessionaire further agrees that it shall not authorize any employee or other person to enter the AOA unless and until such employee or other person has executed a written consent-to-search/inspection form acceptable to the Aviation Department. Concessionaire acknowledges and understands that the foregoing requirements are for the protection of users of the Airport and are intended to reduce incidents of cargo tampering, aircraft sabotage, thefts and other unlawful activities at the Airport. For this reason, Concessionaire agrees that persons not executing such consent-to-search/inspection form shall not be employed by the

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Concessionaire at the Airport in any position requiring access to the AOA or allowed entry to the AOA by the Concessionaire.

14.5 The provisions of this Article XIV shall survive the expiration or any other termination of this Agreement.

ARTICLE XVHOLDING OVER

1515.1 It is agreed and understood that any holding over of Concessionaire after the

termination of this Agreement shall not renew and extend same, but shall operate and be construed as a license from month to month. Without any further notice other than the notice established by this provision, Concessionaire shall be required to pay to the County during any holdover period, monthly license fees which shall be equal to double the amount of the monthly payment of Privilege Fees that was due and payable for the month immediately preceding the termination date of this Agreement. In addition, Concessionaire shall be required to pay to County any other charges required to be paid hereunder during any such holdover period. Concessionaire shall be liable to the County for all loss or damage on account of any such holding over against the County’s will after the termination of this Agreement, whether such loss or damage may be contemplated at the execution of this Agreement or not. It is expressly agreed that acceptance of the foregoing payments by the County in the event that Concessionaire fails or refuses to surrender possession shall not operate or give Concessionaire any right to remain in possession nor shall it constitute a waiver by the County of its right to immediate possession of the premises.

ARTICLE XVIFIRE AND OTHER DAMAGE

1616.1 In the event that structural or permanent portions of the Assigned Areas shall be

partially damaged by fire or other casualty, the Concessionaire shall give immediate notice thereof to the County and the same shall be repaired at the expense of the Concessionaire without unreasonable delay unless County determines that the damage is so extensive that the repair or rebuilding is not feasible.

16.2 If the Concessionaire fails to make the necessary repairs in a timely manner as determined by the Aviation Department, then Aviation Department may, at its option, cause such repairs to be completed and Concessionaire shall reimburse the Aviation Department for the costs and expenses incurred in such repair, plus an administrative fee as permissible under Broward County Administrative Code

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Section 39.2, as amended.

ARTICLE XVIIRELATIONSHIP OF PARTIES

1717.1 Nothing contained herein shall be deemed or construed by the parties hereto, or

by any third party, as creating the relationship of principal and agent, partners, joint venturers, or any other similar such relationship, between the parties hereto. It is understood and agreed that neither the method of computation of fees, nor any other provision contained herein, nor any acts of the parties hereto creates a relationship other than the relationship of County and Concessionaire.

17.2 Independent Contractor. Concessionaire is an independent contractor under this Agreement. Services provided by Concessionaire shall be subject to the supervision of Concessionaire, and such services shall not be provided by Concessionaire or its agents as officers, employees, or agents of the County.

17.3 Third Party Beneficiary. Neither Concessionaire nor County intend to directly or substantially benefit or create any rights or obligations in any third party under any of the provisions of this Agreement. No third party shall be entitled to assert a claim against any party hereto based on this Agreement.

Article XVIIINOTICES

1818.1 Whenever either party desires to give notice to the other, such notice must be in

writing, sent by certified United States Mail, postage prepaid, return receipt requested, or by hand-delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following:

Broward County Aviation DepartmentDirector of AviationFort Lauderdale-Hollywood International Airport100 Aviation Boulevard Fort Lauderdale, FL 33315

With a copy to:

County Administrator

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Governmental Center115 S. Andrews AvenueFort Lauderdale, FL 33301

Until any such change is made, notices to Concessionaire shall be delivered as follows:

Concessionaire:_____________________________________________________________________________________________

18.2 All notices, approvals and consents required hereunder must be in writing to be effective.

ARTICLE XIXNONDISCRIMINATION; EQUAL OPPORTUNITY EMPLOYMENT; AMERICANS WITH

DISABILITIES ACT; AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE

3.4.5.6.7.8.9.10.11.12.13.14.15.16.17.18.19.19.1 Nondiscrimination Requirements. The Concessionaire agrees to comply with the

nondiscrimination requirements set forth on "Exhibit C," attached hereto and made a part hereof, to the extent same are applicable by law, rule or regulation, or federal grant requirements.

19.1.1 Concessionaire’s decisions regarding the delivery of services under

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this Agreement shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation (Broward County Code, Chapter 16½), national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used as a basis for service delivery.

19.1.2 Concessionaire shall not engage in or commit any discriminatory practice in violation of the Broward County Human Rights Act (Broward County Code, Chapter 16½) in performing any services pursuant to this Agreement.

19.1.3 Concessionaire shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, age, color, sex or National origin, sexual orientation (including but not limited to Broward County Code, Chapter 16½), marital status, political affiliation, or physical or mental disability if qualified. Concessionaire shall take affirmative action to ensure that applicants are employed, and that employees are treated during their employment without regard to their race, religion, color, sex or national origin, sexual orientation, marital status, political affiliation, or physical or mental disability. Such actions shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection of training, including apprenticeship. Concessionaire agrees to post in conspicuous places available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause.

19.1.4 County shall also require that any contractor selected to perform work on a County project include the foregoing or similar language in its contracts with any subcontractors, except that any project assisted by U.S. Department of Transportation funds shall comply with the non-discrimination requirements in 49 C.F.R. Parts 23 and 26, as amended. Subcontractors, if any, will be made aware of and will comply with this nondiscrimination clause. Failure to comply with above requirements is a material breach of the Agreement, and may result in the termination of this Agreement or such other remedy as County deems appropriate.

19.1.5 Concessionaire shall comply with Title I of the Americans with Disabilities Act regarding nondiscrimination on the basis of disability in employment and further shall not discriminate against any employee or applicant for employment because of race, age, religion, color, gender, sexual orientation, national origin, marital status, political affiliation, or physical or mental disability. In addition, Concessionaire shall take affirmative steps to ensure nondiscrimination in employment against

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disabled persons. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility.

19.1.6 By execution of this Agreement, Concessionaire represents that it has not been placed on the discriminatory vendor list (as provided in Section 287.134, Florida Statutes). County hereby materially relies on such representation in entering into this Agreement. An untrue representation of the foregoing shall entitle County to terminate this Agreement and may result in debarment from County’s competitive procurement activities.

19.2 Airport Concession Disadvantaged Business Enterprise. The Airport Concession Disadvantaged Business Enterprise (ACDBE) regulations (49CFR Part 23) establish requirements for setting an overall goal for ACDBE participation in all concessions activities. This rule requires recipients of Federal funds to use a methodology based on demonstrable data of relevant market conditions and is designed to reach a goal the recipient would expect ACDBE’s to achieve in the absence of discrimination. This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23, Subpart F and 49 CFR Part 26. The Concessionaire agrees that it will not discriminate against any business owner because of the owner's race, gender, color, national origin, religion, sexual orientation, marital status, political affiliation, age or physical or mental disability in connection with the award or performance of this Agreement, which is covered by 49 CFR, Part 23, Subpart F and 49 CFR Part 26. The Concessionaire agrees to include the above statements in any subsequent agreements that it enters into for services under this Agreement and shall cause those businesses to similarly include the statements in further agreements.

Broward County has a Federal Aviation Administration (FAA) approved non-discriminatory management agreements and corresponding County policy governing ACDBE participation in County contracts and other selected activities, which includes management contracts. Broward County has established a policy relating to Disadvantaged Business Enterprises ("DBE") participation in all County contracts and other selected activities, which includes concessions under an Airport Concession Disadvantaged Business Enterprises (ACDBE) program. In order for the concession to be considered an ACDBE under the Federal Requirement, firms must be certified ACDBE.

It is the policy of Broward County to ensure that Disadvantaged Business Enterprises (DBE), as defined in 49 CFR Part 23, can compete fairly for opportunities as sub-concessionaires, suppliers on all contracts awarded by the County to ensure a level playing field.

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Contract Assurances: The following clauses pertaining to compliance with 49 C.F.R. Part 23 are a part of this Agreement with Broward County and shall be incorporated into the terms of your solicitations, subcontracts, material supply contracts and purchase orders. In the event the following clauses conflict with any other terms or provisions of this Agreement, the clauses set forth in this Airport Concession Disadvantaged Business Enterprise provision shall control:

Nondiscrimination; Remedies - The Concessionaire or sub-concessionaire shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Concessionaire shall carry out applicable requirements of 49 CFR Part 23 in the award and administration of USDOT-assisted contracts. Failure by the Concessionaire to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate.

Participation by DBEs – It is the policy of Broward County that DBE firms, as defined herein, can compete fairly for opportunities as sub-concessionaires, suppliers on all contracts awarded by the County to ensure a level playing field and other contracts funded in whole or in part by the FAA, FHWA, or FDOT. The Concessionaire hereby agrees to take all necessary and reasonable steps, including compliance with the matters set forth in the ACDBE Section, in accordance with 49 C.F.R. Part 23, as amended, to ensure that the DBE firms have fair opportunity to compete for and perform contracts.

Prompt Payment - The Concessionaire hereby agrees to pay its sub-concessionaires and suppliers within ten (10) days following receipt of the supplies. A finding of nonpayment to sub-concessionaires and suppliers is a material breach of this Agreement. The Concessionaire shall include the foregoing prompt payment language in all of its contracts with sub-concessionaires who participate on federally funded County projects. Designated Staff of the OESBD will conduct meetings with parties involved in prompt payment disputes to facilitate an amicable resolution.

Contract Compliance Monitoring -- Compliance monitoring is conducted to determine if Concessionaire, sub-concessionaires and/or subcontractors are complying with the requirements of the ACDBE Program. Failure of the Concessionaire to comply with this provision may result in the County imposing penalties or sanctions pursuant to the provisions of the DBE regulation, 49 CFR Part 23 and 26 and the County’s Business Opportunity Act of 2004, Ordinance 2004-07. Contract compliance will encompass monitoring for contract dollar achievement and ACDBE Concessionaire and/or any DBE subcontractors utilization. The

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Office of Economic and Small Business Development shall have the authority to audit and monitor all contracts and contract-related documents related to Broward County projects. The requirements of the ACDBE Program are applicable to all Concessionaire, general Concessionaires and sub-concessionaires. Concessionaire shall be responsible for ensuring proper documentation with regard to its utilization and payment of DBE subcontractors.

The Concessionaire shall inform the County immediately when a ACDBE sub-concessionaire and/or DBE subcontractor is not able to perform or if the Concessionaire believes the DBE sub-concessionaire and/or DBE subcontractor should be replaced for any other reason, so that the Office of Economic and Small Business Development may review and verify the good faith efforts of the Concessionaire to substitute the ACDBE sub-concessionaire and/or subcontractor with another ACDBE sub-concessionaire. The Concessionaire may change its ACDBE sub-concessionaire and/or subcontractor only upon receiving the prior approval of the Office of Economic and Small Business Development.

Concessionaire’s ACDBE participation plan is set forth in "Exhibit F" attached hereto and made a part hereof. Subject to the approval of the OESBD, said participation plan may be revised and updated by the Concessionaire, and upon OESBD’s approval, "Exhibit F" shall be revised and replaced.

19.3 Concessionaire shall submit, within twenty (20) days of the end of each calendar quarter, a report detailing its ACDBE participation for the previous calendar quarter, on a form provided by the County’s Office of Economic and Small Business Development (OESBD). This report shall be submitted to:

Director, Office of Economic and Small Business Development115 South Andrews Avenue, A-680Fort Lauderdale, FL 33301

With a copy provided to

Small Business Development ManagerBroward County Aviation Department100 Aviation BoulevardFort Lauderdale, FL 33315

And an additional copy to:

Airport Business Manager – ConcessionsFort Lauderdale-Hollywood International Airport100 Aviation Boulevard

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Fort Lauderdale, FL 33315

ARTICLE XX GENERAL PROVISIONS

2020.1 Federal Aviation Act, Section 308. Nothing herein contained shall be deemed to

grant the Concessionaire any exclusive right or privilege within the meaning of Section 308 of the Federal Aviation Act for the conduct of any activity on the Airport, except that, subject to the terms and provisions hereof, the Concessionaire shall have the right to operate at Airport under the provisions of this Agreement.

20.1 Nothing contained in this Agreement shall grant to the Concessionaire any rights whatsoever in the air space above the Airport. In that regard, the County reserves the right to take any action whatsoever that it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but not limited to demolition or removal of structures upon the Airport premises, together with the right to prevent the Concessionaire from erecting or permitting to be erected any structure at the Airport which, in the opinion of the County, would limit the usefulness of or interfere with the operations at the Airport, or constitute a hazard to aircraft.

20.2 The County reserves unto itself, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the Airport, together with the right to cause in said airspace such noise and other intrusions as may be inherent in the operations of aircraft, now known or hereafter used, for navigation of or flight in the said airspace, and for aircraft landing on, taking off from, or operating at the Airport.

20.3 Concessionaire and its successors in interest shall to restrict the height of structures, objects of natural growth and other obstructions on any areas it occupies to a height in order to comply with all provisions of this Agreement and all applicable Federal Aviation Regulations, including but not limited to Part 77.

20.4 Concessionaire expressly agrees, for itself and its successors in interest to prevent any use by Concessionaire, its employees, officers, agents, contractors and invitees, of the Assigned Areas which would interfere with or adversely affect the operation or maintenance of the Airport, or otherwise constitute a hazard to aircraft or others.

20.5 County reserves the right to maintain such utility easements and/or licenses on the premises of the Airport as may now or in the future be determined to be necessary to serve the needs of the Airport, and the Concessionaire agrees to take this Agreement subject to said easement and/or license requirements. Such

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easements and/or licenses will be used for, but not limited to, the installation of water distribution, sewage collection, underground electrical and telephone conduits, above ground street lighting and power poles.

20.6 Subordination . This Agreement, and all provisions hereof, is subject and subordinate to the terms and conditions of the instruments and documents under which the County acquired the Airport from the United States of America and shall be given only such effect as will not conflict or be inconsistent with the terms and conditions contained in such instruments and documents and any existing or subsequent amendments thereto. This Agreement and all provisions hereof, is subject and subordinate to any ordinances, rules or regulations which have been, or may hereafter be adopted by the County pertaining to the Airport. This Agreement, and all provisions hereof, is subject and subordinate to the provisions of any agreement heretofore or hereafter made between the County and the United States Government relative to the operation or maintenance of the Airport, the execution of which has been required as a condition precedent to the transfer of federal rights or property to the County for Airport purposes, or the expenditure of federal funds for the leasehold improvements or development of the Airport, including, without limitation, the expenditure of federal funds for the development of the Airport under the provisions of the Federal Aviation Act of 1958, as it has been amended from time to time. In addition, this Agreement is subordinate and subject to the Revenue Bonds and the provisions of all resolutions heretofore and hereafter adopted by the County in connection with any other revenue bonds issued by the County with respect to the operations of the Airport, or any improvements to the Airport or any of its facilities, and to the provisions of all documents executed in connection with any such bonds, including, without limitation, any pledge, transfer, hypothecation or assignment made at any time by County to secure any such bonds.

20.7 Captions . The headings of the several Articles, Sections, and subsections of this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope or intent of any provisions of this Agreement and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. Unless otherwise indicated, a reference herein to a paragraph, subparagraph, subsection, Section or Article shall mean a reference to the applicable paragraph, subparagraph, subsection, Section or Article in this Agreement.

20.8 Severability . In the event this Agreement or a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless County or Concessionaire elects to terminate this Agreement. The election to terminate this Agreement based upon this provision shall be made within seven (7) calendar days after the finding by the court becomes final.

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20.9 Agent for Service of Process . It is expressly understood and agreed that if the Concessionaire is not a resident of the State of Florida, or is an association or partnership without a member or partner resident of said State, or is a foreign corporation, then in any such event the Concessionaire does designate the Secretary of State, State of Florida, its agent for the purpose of service of process in any court action between it and the County arising out of or based upon this Agreement, and service shall be made as provided by the laws of the State of Florida for service upon a non-resident, who has designated the Secretary of State as his agent for service. It is further expressly agreed, covenanted, and stipulated that, if for any reason, service of such process is not possible, and as an alternative method of service of process, Concessionaire may be personally served with such process out of this State by certified mailing to the Concessionaire at the address set forth herein. Any such service out of this State shall constitute valid service upon the Concessionaire as of the date of mailing. It is further expressly agreed that the Concessionaire is amenable to and hereby agrees to the process so served, submits to the jurisdiction, and waives any and all objections and protest thereto.

20.10 Waiver of Claims . The Concessionaire hereby waives any claim against Broward County and its officers, commissioners and employees for any consequential damages, including without limitation any loss of anticipated profits, caused by (a) any failure of the County to comply with any obligations hereunder, (b) any suit or proceedings directly or indirectly attacking the validity of this Agreement or any part thereof, or (c) by any judgment or award in any suit or proceeding declaring this Agreement null, void or voidable, or delaying the same or any part thereof, from being carried out, or (d) any change in the operation or configuration of, or any change in procedures governing the use of the Airport.

20.11 Right to Develop Airport. It is further covenanted and agreed that the County reserves the right to further develop or improve the Airport and all landing areas and taxiways as it may see fit, regardless of the desires or views of the Concessionaire and without interference or hindrance:

20.11.4 The Concessionaire acknowledges that County will be seeking regulatory approvals (collectively "Regulatory Approvals") for development of the Airport and facilities at the Airport, as may be required by federal, state, County, or local regulations, and any other Regulatory Approvals as may be required by any governmental authority having jurisdiction over the issuance of permits, or the development of the Airport. This Agreement is subject to such Regulatory Approvals, and the Concessionaire shall comply with all requirements of the Regulatory Approvals applicable to the Airport premises and the operations of the Concessionaire at the Airport.

20.11.5 Concessionaire agrees to cooperate with County in connection with County’s efforts to obtain the Regulatory Approvals. From and after the

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date of execution of this Agreement, Concessionaire covenants and agrees (i) to support the County’s efforts to obtain the Regulatory Approvals; and (ii) to execute any document(s) or instrument(s) reasonably requested by County in order to assist County in obtaining the Regulatory Approvals, provided that Concessionaire shall not be required to bear any expense in connection therewith and the Concessionaire shall not be deemed an agent of the County.

20.12 Incorporation by Reference. The truth and accuracy of each "Whereas" clause set forth above is acknowledged by the parties. The attached "Exhibits A" through "G" are incorporated into and made a part of this Agreement.

20.13 Incorporation of Required Provisions. The parties incorporate herein by this reference all provisions lawfully required to be contained herein by any governmental body or agency.

20.14 Binding Document. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto where permitted by this Agreement. This Agreement is binding at execution. The individuals executing this Agreement on behalf of Concessionaire personally warrant that they have full authority to execute this Agreement on behalf of the entity for whom they are acting herein.

20.15 Damage to Airport Facilities. Concessionaire shall be responsible for any and all damage to the Airport caused by the negligence of Concessionaire, its agents, employees, contractors, subcontractors or invitees (but excluding the general public) including, but not limited to, damage to the Terminal areas, roadways, and any and all areas where any activities are performed by Concessionaire.

20.16 Right to Amend. In the event that the United States Government, the State of Florida, or any agency or department thereof, requires modifications in this Agreement as a condition precedent to the granting of funds for the improvement of the Airport, or otherwise, the Concessionaire agrees to consent to such amendments, modifications, revisions, supplements, or deletions of any of the terms, conditions, or requirements of this Agreement as may be required, and upon any failure of Concessionaire to agree to any such amendments, modifications, revisions, supplements, or deletions, the County shall be entitled to terminate this Agreement upon thirty (30) calendar days' notice to the Concessionaire.

20.17 Time of Essence. Time is expressed to be of the essence of this Agreement.

20.18 Gender . Words of any gender used in this Agreement shall be held and construed to include any other gender and words in the singular number shall be held to include the plural, unless the context otherwise requires.

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20.19 Upon the termination of this Agreement, through passage of time or otherwise, the Concessionaire shall aid the County in all ways possible in continuing the operation of Shared Ride and Limousine Services at the Airport.

20.20 Survival. Upon termination or expiration of this Agreement, the Concessionaire shall remain liable for all obligations and liabilities that have accrued prior to the Termination Date. Notwithstanding any provision of this Agreement to the contrary, NO obligation which accrued but has not been satisfied under any prior agreements between the parties, shall terminate or be considered canceled upon execution of this Agreement. Rather, such obligation shall continue as if it had accrued under this Agreement until the obligation is satisfied.

20.21 Recordation of Agreement. Concessionaire shall not record this Agreement or any memorandum thereof in the Public Records of Broward County, Florida, and a violation of this paragraph by Concessionaire shall automatically void those provisions and portions of this Agreement which run to the benefit of Concessionaire.

20.22 Police/Regulatory Powers. County cannot, and hereby specifically does not, waive or relinquish any of its regulatory approval or enforcement rights and obligations as it may relate to regulations governing the Assigned Areas, any improvements thereon, or any operations at the Assigned Areas, or at any other areas of the Airport. Nothing in this Agreement shall be deemed to create an affirmative duty of County to abrogate its sovereign right to exercise its police powers and governmental powers by approving or disapproving or taking any other action in accordance with its zoning and land use codes, administrative codes, ordinances, rules and regulations, federal laws and regulations, state laws and regulations, and grant agreements. In addition, nothing herein shall be considered zoning by contract.

20.23 The Concessionaire agrees to keep all insurance policies in effect throughout the term of this Agreement.

20.24 No commissioner, director, officer, agent or employee of County shall be charged personally or held contractually liable by or to the Concessionaire under any term or provisions of this Agreement or of any supplement, modification or amendment to this Agreement or because of any breach thereof, or because of its or their execution or attempted execution.

20.25 Environmental Compliance; Environmental Containment and Removal.

20.25.1 Concessionaire shall provide the Aviation Department, if requested at any time, with a list of all pollutants, or hydrocarbon contaminates, hazardous materials, or other contaminants or regulated materials

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(collectively, "Materials") stored, used, generated or disposed of on Airport property by Concessionaire.

20.25.2 Concessionaire agrees to comply with all existing and future federal, state, local and County environmental laws, ordinances and regulations, and the requirements of any Development Order covering the Airport, issued to the County pursuant to Chapter 380, Florida Statutes, including without limitation those addressing the following:

(1) Proper use, storage, treatment and disposal of Materials, including contracting with a licensed hazardous waste transporter and/or treatment and disposal facility to assure proper transport and disposal of hazardous waste and other regulated Materials;

(2) Proper use, disposal and treatment of storm water runoff, including the construction and installation of adequate pre-treatment devices or mechanisms, if applicable;

(3) Adequate inspection, licensing, insurance, and registration of existing and future storage tanks, storage systems, and ancillary facilities to meet all County, local, state and federal standards, including the installation and operation of adequate monitoring devices and leak detection systems; and

(4) Adequate facilities for management and, as necessary, pretreatment of industrial waste, industrial wastewater, and regulated Materials and the proper disposal thereof.

(5) Compliance with reporting requirements of Title III of the Superfund Amendment and Chapter 27 of the Broward County Code, as applicable and as such laws may be amended from time to time.

20.25.3 The release of any Materials on Airport premises as a result of Concessionaire’s operations at the Airport, that is in an amount that is in violation of any federal, state, County or local law, rule or regulation or in violation of an order or directive of any federal, state, or local court or governmental authority, by Concessionaire, or any of its officers, employees, contractors, subcontractors, invitees, or agents, whether committed prior to or subsequent to the date of execution of this Agreement, shall be, at the Concessionaire's expense, and upon demand of County or any of its agencies or any local, state, or federal regulatory agency, immediately contained or removed to meet the requirements of applicable environmental laws, rules and regulations. If Concessionaire does not take action immediately to have such

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Materials contained, removed and abated, the County or any of its agencies may upon reasonable notice to Concessionaire (which notice shall be written unless an emergency condition exists) undertake the removal of the Materials; however, any such action by the County or any of its agencies shall not relieve the Concessionaire of its obligations under this or any other provision of this Agreement or as imposed by law. No action taken by either the Concessionaire or the County to contain or remove Materials, or to abate a release, whether such action is taken voluntarily or not, shall be construed as an admission of liability as to the source of or the person who caused the pollution or its release. As use in this Agreement, "Concessionaire's operations" and "Concessionaire's actions" and words of similar import, shall include all actions and inaction by Concessionaire or by any of its officers, employees, contractors, subcontractors, invitees, or agents.

20.25.4 Concessionaire shall provide the Aviation Department with notice of releases of Materials occurring on account of Concessionaire’s operations at the Airport in accordance with the requirements of the Aviation Department’s policies and procedures manual. Concessionaire shall maintain a log of all such notices to the Aviation Department and shall also maintain all records required by federal, state, County, and local laws, rules and regulations and also such records as are reasonably necessary to adequately assess environmental compliance in accordance with applicable laws, rules and regulations.

20.25.5 As required by law, Concessionaire shall provide the federal, state, County and local regulatory agencies with notice of spills, releases, leaks or discharges (collectively, "release") of Materials on the Airport property which exceeds an amount required to be reported to any local, County, state, or federal regulatory agency under applicable environmental laws, rules and regulations, which notice shall be in accordance with applicable environmental laws, rules and regulations. Concessionaire shall further provide the Aviation Department and the County Department of Planning and Environmental Protection (or successor agency) with written notice within one (1) business day following commencement of same, of the curative measures, remediation efforts and/or monitoring activities to be effected. Concessionaire shall have an updated contingency plan in effect relating to such releases which provide minimum standards and procedures for storage of regulated Materials and other Materials, prevention and containment of spills and releases, and transfer and disposal of regulated Materials and other Materials. The contingency plan shall describe design features, response actions, and procedures to be followed in case of releases or other accidents involving

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hazardous Materials, bio-hazardous Materials or petroleum products or other Materials. The Concessionaire agrees to permit entry of any premises it occupies at the Airport at all reasonable times, of inspectors of the County Department of Planning and Environmental Protection or (successor agency) and of other regulatory authorities with jurisdiction.

20.25.6 The Aviation Department, upon reasonable written notice to Concessionaire, shall have the right to inspect all documents relating to the environmental condition of the premises used by the Concessionaire at the Airport, including without limitation, the release of any Materials, or any curative, remediation, or monitoring efforts, and any documents required to be maintained under applicable environmental laws, rules and regulations or any development order issued to the County pertaining to the Airport, pursuant to Chapter 380, Florida Statutes, including, but not limited to, manifests evidencing proper transportation and disposal of Materials, environmental site assessments, and sampling and test results. Concessionaire agrees to allow inspection of the premises used by the Concessionaire at the Airport, by appropriate federal, state, County, and local agency personnel in accordance with applicable environmental laws, rules and regulations and as required by any regulatory approval.

20.25.7 If the County arranges for the removal of any Materials at the Airport that were released by the Concessionaire, or any of the officers, employees, contractors, subcontractors, invitees, or agents of Concessionaire, all costs of such removal incurred by the County shall be paid by Concessionaire to the County within ten (10) calendar days of County's written demand, with interest at the rate of eighteen percent (18%) per annum thereafter accruing.

20.25.8 Concessionaire shall not be liable for the release of any Materials caused by anyone other than Concessionaire, or any of its officers, employees, contractors, subcontractors, invitees, or agents. Nothing herein shall relieve Concessionaire of its general duty to cooperate with the County in ascertaining the source and, containing, removing and abating any Materials at the Airport. The Aviation Department and its employees, contractors, and agents, upon reasonable written notice to Concessionaire, and the federal, state, local and other County agencies, and their employees, contractors, and agents, at times in accordance with applicable laws, rules and regulations, shall have the right to enter any premises used by Concessionaire at the Airport for the purposes of the foregoing activities and conducting such environmental assessments (testing or sampling), inspections and audits as it deems appropriate.

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20.25.9 The provisions of this Section shall survive the expiration or other termination of this Agreement.

20.26 Public Entity Crimes Act . Concessionaire represents that the award of this concession will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes), which essentially provides that a person or affiliate who is a contractor, consultant or other provider and who has been placed on the convicted vendor list following a conviction for a Public Entity Crime may not submit a bid on a contract to provide any goods or services to County, may not submit a bid on a contract with County for the construction or repair of a public building or public work, may not submit bids on leases of real property to County, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with County, and may not transact any business with County in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this Section shall result in termination of the concession and recovery of any monies paid by County hereto, and may result in debarment from County’s competitive procurement activities.

20.27 Scrutinized Companies List . The Agreement may also be terminated for cause if the Concessionaire is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to Section 215.473, Florida Statutes, as amended or if the Concessionaire provides a false certification submitted pursuant to Section 287.135, Florida Statutes, as amended.

20.28 Drug-free Workplace . Execution of this Agreement by Concessionaire shall serve as Concessionaire's certification that it either has or that it will establish a drug free work place in accordance with Chapter 21.31(a) of the Broward County Procurement Code and will continue to maintain same during the term of this Agreement

ARTICLE XXI MISCELLANEOUS

2121.1 It is understood and agreed that this instrument contains the entire agreement

between the parties hereto. It is further understood and agreed by Concessionaire that County and County's agents have made no representations or promises with respect to this Agreement or the making or entry into this Agreement, except as is expressly set forth in this Agreement, and that no claim or liability or cause for termination shall be asserted by Concessionaire against County for, and County shall not be liable by reason of, the breach of any representations or promises not expressly stated in this Agreement, any other

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written or oral agreement with County being expressly waived by Concessionaire.

21.2 If the County incurs any expense in enforcing the terms of this Agreement, whether suit be brought or not, Concessionaire agrees to pay all such costs and expenses including, but not limited to court costs, interest and reasonable attorneys fees and costs, through all trial, appellate, post-judgment and bankruptcy proceedings.

21.3 This Agreement is binding at execution. The individuals executing this Agreement on behalf of Concessionaire personally warrant that they have full authority to execute this Agreement on behalf of the entity for whom they are acting herein.

21.4 All approvals and consents required to be obtained hereunder must be in writing to be effective.

21.5 All rights and remedies of County hereunder or at law or in equity are cumulative, and the exercise of any right or remedy shall not be taken to exclude or waive the right to the exercise of any other. Failure by County to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. County and Concessionaire agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof.

21.6 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written.

21.7 Concessionaire covenants and agrees that it will not sell, convey, transfer, mortgage, pledge or assign this Agreement or any right created hereby or take any other action described by Article XI hereof, without the prior written consent of the County, contained in a written document executed with the same formality and of equal dignity herewith.

21.8 No modification, extension, amendment or alteration of the terms and conditions contained herein shall be effective unless contained in a written document executed by both parties with the same or similar formality as this Agreement.

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21.9 Jurisdiction/Waiver of Jury Trial . Concessionaire hereby irrevocably submits to the jurisdiction of Florida's state or federal courts in any action or proceeding arising out of or relating to this Agreement and hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined in Broward County, Florida, the venue situs. The parties agree that this Agreement, as amended, shall be construed and interpreted according to the laws of the State of Florida. To encourage prompt and equitable resolution of any litigation that may arise hereunder, the parties hereby waive any rights either may have to a trial by jury of any such litigation.

21.10 The parties hereto acknowledge that they have thoroughly read this Agreement, including all exhibits and attachments hereto, and have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein; and, having so done, do hereby execute this Agreement as of the day and year set forth below. The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto.

21.11 All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein", "hereof", "hereunder", and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section of this Agreement, such reference is to the Section as a whole, including all of the subsections and subparagraphs of such Section, unless the reference is made to a particular subsection or subparagraph of such Section. Captions and Section headings used in this Agreement are for the convenience of reference of the parties and shall not be deemed to limit or in any way affect the meaning of any of the provisions of this Agreement.

21.12 Visual Artists Rights Act . With respect to construction or installation of any improvements on Airport premises and regarding the requirements of the federal Visual Artists Rights Act of 1990, 17 U.S.C. Sections 106A and 113, as it may be amended from time to time (the "Act"), Concessionaire agrees that it shall not (1) hire any artist or permit any agent, contractor, or other party, to hire any artist for the purpose of installing or incorporating any work of art into or at any Airport premises, or (2) permit the installation or incorporation of any work of art into or at any Airport premises without the prior written approval of the County. Concessionaire shall provide such documentation as the County may request in connection with any such approval, which approval may be withheld by the County for any reason. Any approval of the County may be conditioned upon the execution by the artist of a waiver of the provisions of the Act, in form and substance acceptable to the County.

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21.13 Radon Gas . Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your County public health unit.

21.14 Any and all reports and other data and documents provided to County by Concessionaire in connection with this Agreement are and shall remain the property of County.

21.15 If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in Articles I through XXI and "Exhibits A" through "G" of this Agreement shall prevail and be given effect.

21.16 Incorporation of Proposal Documents. The RFP issued by the County and response of Concessionaire to the RFP, including all documents submitted by Concessionaire to County for evaluation in the concession award process pursuant to which the concession represented by this Agreement was awarded to Concessionaire, is hereby incorporated by reference into this Agreement and made a part hereof (the RFP and all documents filed by Concessionaire in response thereto are called collectively, "Proposal Documents"). Concessionaire shall be bound by all terms, conditions, representations, and commitments contained in the Proposal Documents. In the event Concessionaire shall fail to abide by and comply with any of the terms, conditions, representations, or commitments contained in the Proposal Documents, then, at the option of County, such failure shall be deemed a default of this Agreement. In the event of any conflict between this Agreement and the Proposal Documents, this Agreement shall prevail.

21.17 In the event of a breach of any of the terms or conditions of this Agreement, it is specifically acknowledged and agreed that either party shall, in addition to all other remedies which may be available in law or equity, have the right to enforce this Agreement by specific performance, injunctive relief, prohibition or mandamus to compel the other party to abide by the terms of this Agreement.

21.18 Multiple copies of this Agreement may be executed by all parties, each of which, bearing original signatures, shall have the force and effect of an original document.

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[THIS AREA IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have made and executed this Shared Ride and Limousine Service Agreement: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Mayor or Vice-Mayor, authorized to execute same by Board action on the _____ day of ____________________, 20__ and ____________________, signing by and through its duly authorized representatives.

COUNTY

ATTEST: BROWARD COUNTY, through itsBOARD OF COUNTY COMMISSIONERS

____________________________ By _____________________________County Administrator, as Mayor Ex-Officio Clerk of theBoard of County Commissionersof Broward County, Florida ____ day of _____________, 20____

Approved as to Insurance Approved as to form byRequirements by Office of County AttorneyRISK MANAGEMENT DIVISION Broward County, Florida

Joni Armstrong Coffey, County Attorney

By________________________ Governmental Center, Suite 423115 South Andrews Avenue

__________________________ Fort Lauderdale, Florida 33301Print Name Telephone: (954) 357-7600

Telecopier: (954) 357-7641Date: ______________________

By______________________ Robert L. Teitler

Assistant County Attorney

By______________________ Christine C. Lee

Senior Assistant County Attorney

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AGREEMENT BETWEEN BROWARD COUNTY AND ____________________ FOR THE SHARED RIDE AND LIMOUSINE SERVICE AT THE FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT

CONCESSIONAIRE

__________________________

__________________________

ATTEST:

___________________________ By: ____________________________Secretary___________________________Print Name

Title:_______________________

(CORPORATE SEAL) ____ day of ______________, 20___

ATTEST:

___________________________ By: _____________________________Secretary___________________________Print Name

Title:________________________

(CORPORATE SEAL) ____ day of ______________, 20___

EXHIBIT A ASSIGNED/OPERATIONAL AREAS

EXHIBIT B FARES

EXHIBIT CNONDISCRIMINATION REQUIREMENTS

I. During the performance of this contract, the Contractor for itself, its personal representatives, assigns and successors in interest (hereinafter referred to collectively as the "Contractor") agrees as follows:

(a) Compliance With Regulations. The Contractor shall comply with the Regulations relative to nondiscrimination in Federally Assisted Programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this contract.

(b) Nondiscrimination. The Contractor shall not discriminate on the grounds of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations.

(c) Solicitation for Subcontracts, Including Procurement of Materials and Equipment. In all solicitation either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligation under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation.

(d) Information and Reports. The Contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the County or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the County or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information.

(e) Sanctions for Noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination provisions of this contract, the County shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: (1) withholding of payments under the

2

contract until there is compliance, and/or (2) cancellation, termination, or suspension of the contract, in whole or in part. In the event of cancellation or termination of the contract (if such contract is a lease), the COUNTY shall have the right to re-enter the Premises as if said lease had never been made or issued. These provisions shall not be effective until the procedures of Title 49 CFR Part 21 are followed and completed, including exercise or expiration of appeal rights.

(f) Incorporation of Provisions. The Contractor shall include the provisions of paragraphs (a) through (e), above, in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontract or procurement as the County or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Contractor may request the County to enter into such litigation to protect the interests of the County and, in addition, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

(g) The Contractor, as a part of the consideration hereof, does hereby covenant and agree that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this contract, for a purpose for which a DOT program or activity is extended or for another purpose involving the provision of similar services or benefits, the Contractor shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulation may be amended.

(h) The Contractor, as a part of the consideration hereof, does hereby covenant and agree that: (1) no person on the grounds of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under the premises and the furnishing of services thereon, no person on the grounds of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (3) that the Contractor shall use the premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended.

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II. During the performance of this contract, the Contractor, for itself, its assignees and successors in interest agrees as follows:

The Contractor agrees to undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to insure that no person shall on the grounds of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation be excluded from participation in any employment, contracting, or leasing activities covered in 14 CFR Part 152, Subpart E. The Contractor agrees that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this Subpart. The Contractor agrees that it will require its covered sub-organizations to provide assurances to the Contractor that they similarly will undertake affirmative action programs and that they will require assurances from their sub-organizations as required by 14 CFR Part 152, Subpart E, to the same effect.

The Contractor agrees to comply with any affirmative action plan or steps for equal employment opportunity required by 14 CFR Part 152, Subpart E, as part of the affirmative action program, and by any federal, state, County or local agency or court, including those resulting from a conciliation agreement, a consent decree, court order or similar mechanism. The Contractor agrees that state or County affirmative action plans will be used in lieu of any affirmative action plan or steps required by 14 CFR Part 152, Subpart E, only when they fully meet the standards set forth in 14 CFR 152.409. The Contractor agrees to obtain a similar assurance from its covered organizations, and to cause them to require a similar assurance of their covered sub-organizations, as required by 14 CFR Part 152, Subpart E.

If required by 14 CFR Part 152, Contractor shall prepare and keep on file for review by the FAA Office of Civil Rights an affirmative action plan developed in accordance with the standards in Part 152. The Contractor shall similarly require each of its covered sub-organizations (if required under Part 152) to prepare and to keep on file for review by the FAA Office of Civil Rights, an affirmative action plan developed in accordance with the standards in Part 152.

If Contractor is not subject to an affirmative action plan, regulatory goals and timetables, or other mechanism providing for short and long-range goals for equal employment opportunity under Part 152, then Contractor shall nevertheless make good faith efforts to recruit and hire minorities and women for its aviation workforce as vacancies occur, by taking any affirmative action steps required by Part 152. Contractor shall similarly require such affirmative action steps of any of its covered sub-organizations, as required under Part 152.

Contractor shall keep on file, for the period set forth in Part 152, reports (other than those submitted to the FAA), records, and affirmative action plans, if

4

applicable, that will enable the FAA Office of Civil Rights to ascertain if there has been and is compliance with this subpart, and Contractor shall require its covered sub-organizations to keep similar records as applicable.

Contractor shall, if required by Part 152, annually submit to the County the reports required by Section 152.415 and Contractor shall cause each of its covered sub-organizations that are covered by Part 152 to annually submit the reports required by Section 152.415 to the Contractor who shall, in turn, submit same to the County for transmittal to the FAA.

III. The Contractor, for itself, its assignees and successors in interest agrees that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to assure that no person shall, on the grounds of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation be excluded from participating in any activity conducted with or benefiting from Federal assistance. This "Provision" obligates the Contractor or its transferee, for the period during which Federal assistance is extended to the airport program, except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures or improvements thereon. In these cases, the Provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. In the case of contractors, this Provision binds the contractors from the bid solicitation period through the completion of the contract.

(i) Contractors shall not discriminate on the basis of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation in the performance of this contract. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the County deems appropriate.

EXHIBIT DPrevailing Wage Rates

Prevailing Wage Rates: On November 17, 1983, the Broward County Board of County Commissioners enacted Ordinance No. 83-72 providing that, in all non-federally funded construction procurement activity of $250,000 or more, the rate of wages and fringe benefit payments for all laborers, mechanics, and apprentices shall not be less than those payments for similar skills in classifications of work in like industries as determined by the Secretary of Labor and as published in the Federal Register (latest revision).

1. Prevailing Wage Rate Ordinance. This Project is not federally funded. If the construction cost is in excess of $250,000, the following sections shall apply:

1.1 The rate of wages and fringe benefit payments for all laborers, mechanics, and apprentices shall not be less than those payments for similar skills in classifications of work in a like construction industry as determined by the Secretary of Labor and as published in the Federal Register (latest revision).

1.2 All mechanics, laborers, and apprentices, employed or working directly upon the site of the work shall be paid in accordance with the above-referenced wage rates. Consultant shall post notice of these provisions at the site of the work in a prominent place where it can be easily seen by the workers.

1.3 If the parties cannot agree on the proper classification of a particular class of laborers or mechanics or apprentices to be used, the Contract Administrator shall submit the question, together with its recommendation, to the County Administrator for final determination.

1.4 In the event it is found by the Contract Administrator that any laborer or mechanic or apprentice employed by Consultant, or any Subcontractor directly on the site of the work has been or is being paid at a rate of wages less than the rate of wages required by the ordinance, the Contract Administrator may: (1) by written notice to Consultant terminate its right to proceed with the work or such part of work for which there has been a failure to pay said required wages; and (2) prosecute the work or portion thereof to completion by contract or otherwise. Whereupon, Consultant and its sureties shall be liable to County for any excess costs occasioned to County thereby.

1.5 Sections 1.1 through 1.4 above shall apply to this Contract to the extent that it is: (1) a prime Contract subject to the ordinance; or (2) a subcontract also subject to the ordinance under such prime Contract.

1.6Consultant shall maintain payrolls and basic records relating thereto during the course of the work and shall preserve such for a period of three (3) years

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thereafter for all laborers, mechanics, and apprentices working at the site of the work. Such records shall contain the name and address of each such employee; its current classification; rate of pay (including rates of contributions for, or costs assumed to provide, fringe benefits); daily and weekly number of hours worked; deductions made; and actual wages paid.

1.7 Consultant shall submit, with each requisition for payment, a signed and sworn "Statement of Compliance" attesting to compliance with Broward County Ordinance No. 83-72. The Statement shall be in the form attached as "Exhibit E".

1.8 The Contract Administrator may withhold or cause to be withheld from Consultant so much of the payments requisitioned as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, watchpersons, and guards employed by Consultant or any subcontractor on the work, the full amount of wages required by this Agreement.

1.9 If Consultant or any subcontractor fails to pay any laborer, mechanic, or apprentice employed or working on the site of the work all or part of the wages required by this Agreement, the Contract Administrator may, after written notice to Consultant, take such action as may be necessary to cause suspension of any further payments or advances until such violations have ceased.

EXHIBIT ESTATEMENT OF COMPLIANCE

(PREVAILING WAGE RATE ORDINANCE NO. 83-72)

No. ______________

Contract No. _____________ Project Title _____________________

______________________________

The undersigned Consultant hereby swears under penalty of perjury that, during the period covered by the application for payment to which this statement is attached, all mechanics, laborers, and apprentices, employed or working on the site of the Project, have been paid at wage rates, and that the wage rates of payments, contributions, or costs for fringe benefits have not been less than those required by Broward County Ordinance No. 83-72 and the applicable conditions of this Agreement.

Dated _____________, 20___, _______________________________CONSULTANT

By_____________________________(Signature)

By_____________________________(Name and Title)

STATE OF )) SS.

COUNTY OF )

The foregoing instrument was acknowledged before me this _____ day of _______________, 20__, by _____________________ who is personally known to me or who has produced ______________________ as identification and who did/did not take an oath.

WITNESS my hand and official seal, this ______ day of ___________, 20__.

(NOTARY SEAL) ___________________________________________(Signature of person taking acknowledgment)

__________________________________________(Name of officer taking acknowledgment)typed, printed or stamped

___________________________________________(Title or rank)

___________________________________________(Serial number, if any)

My commission expires:

EXHIBIT F

AIRPORT CONCESION DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION PLAN

EXHIBIT G

FLEET OF VEHICLES

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