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EXHIBIT 10.25
DALLAS MARKET CENTER SERVICE AGREEMENT
This Agreement to provide Market Shuttle Services is made and entered into on
the 1st day of February, 1997, by and between Market Center Management Company,
Ltd. as manager for Dallas Market Center Company, Ltd., a Texas limited
partnership, herein referred to as "DMC" and SuperShuttle International, Inc., a
corporation of the state of Texas, herein referred to as "Supplier."
That for and in consideration of the mutual promises and covenants contained
herein, and for the further consideration of the payments herein provided to be
made by DMC to Supplier, the undersigned parties do hereby covenant and agree as
follows:
PREMISES
The term "Premises" heretofore will include:
World Trade Center 0000 Xxxxxxxx Xxxx., Xxxxxx, XX 00000
Dallas Trade Mart 0000 Xxxxxxxx Xxxx., Xxxxxx, XX 00000
Market Hall 0000 Xxxxxxxx Xxxx., Xxxxxx, XX 00000
Int'l Apparel Mart 0000 Xxxxxxxx Xxxx., Xxxxxx, XX 00000
Menswear Mart 0000 Xxxxxxxx Xxxx., Xxxxxx, XX 00000
Home Furnishings Mart 0000 Xxxxxxxx Xxxx., Xxxxxx, XX 00000
INDEMNIFICATION
SUPPLIER AGREES TO INDEMNIFY AND HOLD HARMLESS DALLAS MARKET CENTER COMPANY,
LTD., ITS PARTNERS, ITS AFFILIATED COMPANIES, THEIR OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS, DAMAGES LOSSES,
LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES, INCLUDING ATTORNEY FEES
WHICH MAY ARISE OUT OF OR IN ANY WAY RELATE TO THE SERVICES PERFORMED BY
SUPPLIER FOR DALLAS MARKET CENTER COMPANY, LTD., SPECIFICALLY, PERSONAL INJURY
OR DEATH, EVEN IF CAUSED IN PART BY THE NEGLIGENCE OF DALLAS MARKET CENTER
COMPANY, LTD., ITS PARTNERS, ITS AFFILIATED COMPANIES, THEIR OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS.
INSURANCE
Supplier agrees to obtain, carry and maintain, at its expense, for the duration
of this Agreement, the following Insurance coverage:
a) Commercial General Liability Insurance with a minimum limit of
$2,000,000 Aggregate and Excess Liability with a minimum Aggregate
limit of $1,000,000.
b) Automobile liability for all owned and non-owned/hired vehicles with
minimum limits of $350,000 and $4,650,000 excess auto for a total of $5
million.
c) Supplier will continue the current "Employee Safety Program" this is in
effect at time this agreement is signed. Supplier will notify DMC of
any significant changes 30 days before they take place.
Dallas Market Center Company, Ltd. shall be named as an Additional Insured on
all Liability policies. Supplier shall furnish to DMC original Certificates of
Insurance reflecting this coverage prior to the signing of this Agreement.
ASSIGNMENT OR SUBCONTRACTING
Supplier shall not assign this Agreement or any interest herein or subcontract,
assign or delegate any portions of the work (performed on DMC property)
hereunder without DMC's prior written consent. DMC may assign this Agreement
without Supplier's prior written consent.
NOTICES
All notices, requests, demands and other communications under this Agreement or
in connection herewith shall be in writing and sent by certified mail to:
Dallas Market Center Company, Ltd.
0000 Xxxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Attn: Purchasing Manager
This Agreement shall be governed by the laws of the State of Texas. In the event
of any dispute hereunder, revenue shall lie in Dallas County, Texas.
This Agreement shall be subordinate to any mortgage financing of all or any
portion of DMC. Upon any foreclosure sale or acceptance of a deed in lieu
thereof under any such financing, the purchaser shall have the option at any
time following such sale to either terminate this Agreement, without cause or
payment of premium or penalty with sixty (60) days prior written notice, or
continue this Agreement in accordance with its terms.
TERM
This Agreement shall become effective for a primary term beginning February 1,
1997, and expiring January 31, 1999. DMC will have two additional one year
options. The prices will increase no more than 5% the first option year and no
more than 5% the second option year.
Any and all changes to this Agreement must be agreed to by both parties in
writing and added in amendment form.
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GENERAL TERMS AND CONDITIONS
I. DEFINITIONS
Dallas Market Center Complex shall mean and include the Home Furnishing Mart,
World Trade Center, Trade Mart, Market Hall, The International Apparel Mart and
the Menswear Mart, singularly or collectively, as indicated by context;
Market shall mean any event, show, market or other similar event which is held,
produced or located in the Dallas Market Center complex and which Dallas Market
Center, in its sole discretion, shall designate as a Market.
Market Date shall mean the first calendar date of a Market.
Preferred Hotel shall mean a hotel selected and designated by DMC in its sole
discretion as a Preferred Hotel and which has executed and entered into a
Preferred Hotel Agreement with DMC.
Market Guest shall mean a Market attendee who is a guest of the Preferred Hotel
during the duration of a market which the guest is attending.
II. GENERAL REQUIREMENTS
A. Vehicles - All vehicles shall be supplied, maintained, and repaired by the
supplier in accordance with the prevailing law and industry standards.
Vehicle design and performance shall be in accordance with prevailing law
and industry standards. Buses shall be no more than ten years old. Vans
shall be no more than four years old and shall accommodate no more than 15
passengers. To be in service, any vehicle must provide heating and air
conditioning as needed by the prevailing weather, must provide working
doors and windows, and must provide working/marked emergency exits, and
must otherwise be in good, safe working condition. Supplier will have an
Americans with Disabilities ACT (ADA) vehicle available for charter during
all hours of market operations.
B. Drivers/Mechanics - All drivers and mechanics shall be licensed, trained
personnel consistent with prevailing law and industry standards. All
drivers must be in uniform. Staff must be trained and educated to provide
high service standards to DMC market guests.
C. Safety - Reasonable, prudent measures shall be taken by the service
supplier to ensure the safety of passengers and the general motoring public
at all times consistent with prevailing law and industry standards.
Safety concerns will prevail over any other requirements of this
description.
D. General License/Franchise Agreements - It is the sole responsibility of
the supplier to obtain the necessary franchise agreements, licenses or
other required permission from federal, state and local agencies to
operate as a transit provider. Supplier is responsible for compliance
with city ordinance and applicable filings with City and State.
E. Cleanliness - Buses shall be cleaned inside and out to a reasonable,
satisfactory level and on a periodic basis for the benefit of passengers.
F. Ridership Records - Ridership records of all transportation service must
be maintained on a daily basis for each route operated. Daily records shall
be reported to DMC within five (5) working days from the end of each Market
DMC may audit these records at any time with prior written notice. The
format of these records may be determined by DMC.
G. Modification of Service - Both DMC and the supplier may propose service
changes in writing and in advance. After mutual review, DMC shall make the
final approval or disapproval of said changes.
H. Communications - All vehicles must be equipped with two-way communication.
Supplier must provide a transportation dispatch to service all inbound
transportation calls and to monitor vehicle locations. Supplier must
provide one transportation coordinator for Markets requiring more than
eight vehicles.
I. Meetings - No less than four business days prior to any market, a
pre-conference meetings will be held to finalize all equipment needs, hours
of operation, coordinator location and hours, and dispatcher hours.
Supplier will operate all contracted vehicles according to the schedules
hours, as indicated in each pre-market meeting. The Transportation
Supervisor and DMC Manager will meet at the end of each market day to
review a daily update report comparing details from the pre-conference
meeting to actuals (hours of operation, observations, equipment out of
service, etc).
J. Services Provided - Supplier agrees to provide transportation from
selected Preferred Hotels to the Dallas Market Center Complex according
to a transportation schedule submitted to Supplier by DMC one month before
each market date. Only market guests may use the scheduled transportation.
Supplier will not provide transportation to guests of a Preferred Hotel who
are not market guests with any equipment contracted under this agreement.
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K. Routes - All DMC approved routes will be adhered to by Supplier's drivers.
Supplier will have to authority to increase or decrease the quantity of vans or
buses according to the demand of the traffic flow, not exceeding the DMC cost
estimate, as indicated in the pre-Market meeting.
III. PRICING
Supplier shall not increase the xxxx rates during the primary term of this
agreement. However, a fuel surcharge will be added to the xxxx rates
commensurate with increased cost above $1.50 per gallon. The fuel surcharge
will be based only on actual increased fuel cost and invoices reflecting such
increases will be submitted to DMC with payment request prior to any contracted
show date.
Following are the xxxx rates:
Hourly Rates
Hourly rate for first five (5) 21-25 passenger mini-buses
each market ( 3 hour minimum) $40.00
Hourly rate for 21-25 passenger mini-buses $46.00
(3 hour minimum)
Hourly rate for 47-52 passenger bus $56.00
(3 hour minimum)
Hourly rate of ADA accessible van 32.00
(3 hour minimum)
Daily Rates
Daily rate for 14 passenger van (12 hours) $252.00
Additional hours $ 18.00
Hourly xxxx rate for Transportation Coordinator $ 12.00
ExecuCar service trip xxxx rate (each way to and from DMC $ 30.00
Complex or Preferred Hotels and either DFW or Love
Field airports.)
A 15 minute travel time each way will be charged
per vehicle on each trip.
Supplier will provide all portable two-way radios for transportation
coordinators at no charge to DMC.
IV. PAYMENT
DMC Shall pay 50% of the estimated cost of each market no less than 5 days
prior to commencement date of each market and the balance 15 working days after
approved invoice has been received.
V. DMC's AGREEMENTS
A) DMC will provide signage for the complex, Preferred Hotels, and Supplier's
vehicles.
B) DMC will provide dispatch office and staging area for each Market.
C) DMC will provide two telephones to be utilized by Supplier's Dispatch Center.
D) DMC will provide staging area for Supplier's Airport transfer service.
Supplier shall be the exclusive airport transportation carrier with the
exception of taxi service.
VI. SUPPLIER's AGREEMENTS
A) Supplier assumes full responsibility for all DMC passengers transported and
carries a $350,000 auto insurance policy and a $4,650,000 excess auto policy
that covers all market dates and contracts requested by DMC. A copy of the
policy is attached.
B) Supplier will distribute transportation schedules and signage to each
Preferred Hotel at least three (3) days prior to each market. The
transportation coordinator will also review schedules with Hotel staff.
Supplier will also be responsible to pick up signage at the end of market.
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C) Supplier will educate and train staff to provide high service standards to
DMC customer base.
D) Supplier will pay DMC a $1.00 commission fee for each passenger transported
to DFW Airport or Love Field Airport from the Dallas Market Center.
VII. DEFAULT
The following shall constitute events of default by Supplier:
The failure of Supplier to fulfill or perform in whole or in part, any term,
condition, agreement or provision of this Agreement.
VII. TERMINATION
A. Upon the occurrence of any event of default, in addition to and cumulative
of any and all rights and remedies available to either party under this
agreement.
B. At the sole discretion of either party, DMC or Supplier may give notice of
intention to terminate this Agreement whereupon this Agreement shall terminate
upon the expiration of thirty (30) days after the giving of such notice. In
addition to and cumulative of the foregoing, upon the occurrence of any event
of default on the part of Supplier, fees and commissions and other sums then
due payable to either party under this Agreement shall be promptly paid.
IX. MISCELLANEOUS
A) Non-Waiver: - Any failure of DMC to declare any default immediately upon
occurrence thereof, any course of dealing between DMC and Supplier or any
other person, any delay on the part of DMC in exercising any rights under
this Agreement, any acceptance of Commission by DMC, or any failure to
enforce any provision of the Agreement, shall not operate as a waiver of
any rights of DMC except to the extent, if any, expressly waived in writing
by DMC. DMC shall have the right to declare any default or enforce any
provision of the Agreement at any time and take such action as may be
lawful or authorized hereunder, either at law or in equity.
B) Attorney's Fees - In the event Supplier defaults in the performance of any
of the terms, covenants, agreements or conditions herein contained and DMC
places the enforcement of this Agreement, or any part thereof, or the
collection of any commissions due or to become due in the hands of an
attorney, who files suit upon the same, Supplier agrees to pay DMC
reasonable attorneys' fees, which shall in no event be less than ten
percent (10%) of the outstanding amounts due to DMC.
C) Entire Agreement - No oral statements or prior written material not
specifically incorporated herein shall be of any force or effect. Supplier
agrees that in entering into this Agreement, it relies solely upon the
representations and agreements contained in this Agreement and no others.
D) Notices - Any notices or communication hereunder must be in writing, may
be given by registered mail or certified mail, shall be deemed to have been
given and received when a registered or certified letter containing such
notice, properly addressed, with postage prepaid, is deposited in the
United States Mail. Such notices or communications shall be given to the
parties hereto at the addresses sets forth on the signature page hereof
or at any other address of which one party notifies the other party in
writing.
E) Binding Effect - The provisions of this Agreement shall be binding upon
and inure to the benefit of DMC and Supplier, respectively, and to their
respective heirs, personal representatives, successors, and permitted
assigns.
F) Interpretation - The Agreement and the rights and obligations of the
parties hereto shall be interpreted, construed and enforced in accordance
with the laws of the State of Texas. The determination that one or more
provisions of this Agreement is invalid, void, illegal or unenforceable
shall not affect or invalidate the remainder. All obligations of either
party requiring any performance after the expiration of the Term shall be
fully enforceable.
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ACCEPTANCE: ACCEPTANCE:
Dallas Market Center Company, Ltd. SuperShuttle International Inc.
By: DMC Holding, Inc.
/S/ ILLEGIBLE SIGNATURE
________________________________ ____________________________________
Authorized Agent Authorized Agent
Gen. Mgr.
________________________________ ____________________________________
Title Title
6/9/97
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Date Date
