Exhibit_1_-_Pref._Ground_Transportation_Provider_Concession_Agreement.pdf

PREFERRED GROUND TRANSPORTATION PROVIDER

CONCESSION AGREEMENT

Orlando International Airport Orlando, Florida

Effective Date

_ _ [Company Name] i

TABLE OF CONTENTS

PREFERRED GROUND

TRANSPORTATION PROVIDER

CONCESSION AGREEMENT

Orlando International Airport

ARTICLE I. – BASIC TERMS

A. Leased Premises B. Intentionally Deleted C. Commencement Date D. Termination Date E. Percentage of Gross Receipts F. Intentionally Deleted G. Intentionally Deleted H. Initial Minimum Annual Concession Fee I. Initial Period J. Intentionally Deleted K. Intentionally Deleted L. Intentionally Deleted M. Intentionally Deleted N. Intentionally Deleted O. ACDBE Participation Percentage P. Intentionally Deleted Q. Intentionally Deleted R. Contract Bond/Letter of Credit S. Guarantor T. Removal of Property U. Company Notice Address and Contact Person

ARTICLE II. – DEFINITIONS

A. “Affiliate” B. “Agreement” C. “Agreement Period” D. “Airport” E. “Airport Concession Disadvantaged Business Enterprise or ACDBE” F. “Attorney’s Fees” G. “Bus” H. “Chief Executive Officer” I. “Commercial Lanes” J. “Concession”" K. “Concession Fees” L. “Counters” M. “Driver” N. “Dwell Time Fees” O. “Gross Receipts” P. “Ground Transportation” Q. “Ground Transportation Concourse”

R. “GTR&R"

S. “Improvement or improvement” T. “Limousine” U. “Liquidated Damages” V. “Meet and Greet” W. “Minimum Annual Concession Fee” ii

X. “North Terminal” Y. “Passenger” Z. “Percentage Fee” AA. “Permit Agreement” BB. “Person” CC. “Premises” DD. “Proposal” EE. “South Terminal” FF. “Sedan” GG. “Terminal Complex” HH. “Train Station” II. “Van”

ARTICLE III. – RIGHTS AND PRIVILEGES GRANTED TO COMPANY

A. Rights and Premises B. Occupancy of Premises and Commencement of Business C. Non-exclusivity D. Relocation/Surrender of Premises E. Subcontracting F. The Aviation Authority’s Right to Re-Bid

ARTICLE IV. – USE OF PREMISES

A. Permitted Uses B. Relation to Other Agreements C. Violation of Permitted Uses

ARTICLE V. – TERM

ARTICLE VI. - CONCESSION FEES AND ACCOUNTING RECORDS

A. Concession Fee B. Sales, Use, Ad Valorem and Other Taxes C. Annual Certification of Fees D. Books and Records/The Aviation Authority's Right to Audit E. Cash Handling Procedures F. Additional Sums Due the Aviation Authority G. Communications Concerning Disputed Debts

ARTICLE VII. – IMPROVEMENTS TO PREMISES

A. Improvements to be Provided by the Aviation Authority B. Improvements to be Constructed by Company C. Requirements and Procedures D. Time Schedule Preparation and Approval of Plans and Specifications E. Completion of Improvements F. Removal of Property

ARTICLE VIII. – AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE

PARTICIPATION REQUIREMENTS

A. Airport Concession Disadvantaged Business Enterprise Program B. ACDBE Program Compliance C. Reporting D. ACDBE Certification Update E. Joint Venture Requirements iii

F. Failure to Maintain Proposed Participation

ARTICLE IX. – INTENTIONALLY OMITTED

ARTICLE X. – OBLIGATIONS OF COMPANY

A. Standards for Operating Concession B. Maintenance of Premises C. Correction of Violations D. Cooperation with Successor Concessionaire E. Vehicle Requirements

ARTICLE XI. – OBLIGATIONS OF THE AVIATION AUTHORITY

A. The Aviation Authority's Maintenance Obligation B. No Other Obligation of the Aviation Authority

ARTICLE XII. – CONTRACT BOND OR LETTER OF CREDIT/GUARANTY

ARTICLE XIII. – THE AVIATION AUTHORITY'S RIGHT TO REPAIR OR ALTER FACILITIES

ARTICLE XIV. – INDEMNIFICATION AND INSURANCE

A. Indemnification B. Liability Insurance C. Property Insurance D. The Aviation Authority's Right to Purchase E. Member Protection F. Survival of Provisions

ARTICLE XV. – DAMAGE OR DESTRUCTION

A. Minor Damage B. Substantial Damage C. Extensive Damage D. Limits of the Aviation Authority's Obligations Defined E. Damage or Destruction of Improvements

ARTICLE XVI. – DEFAULT BY COMPANY

A. Events of Default B. Remedies Upon Company's Default C. Further Provisions Regarding Default

ARTICLE XVII. – LIQUIDATED DAMAGES

A. The Aviation Authority’s Right to Liquidated Damages

ARTICLE XVIII. – ASSIGNMENT AND SUBCONTRACTS

A. The Aviation Authority's Right to Approve Assignments and Subcontracts B. Transfer of Substantial Interest in Company C. Considerations for Approval D. Other Concessions and Permits

ARTICLE XIX. – WAIVER OF CLAIMS

ARTICLE XX. – REQUIRED, GENERAL AND MISCELLANEOUS PROVISIONS

iv

A. Required Covenants B. Remedies; Attorneys' Fees and Costs C. Warranty of Company as to Conflicts of Interest D. Notices E. Regulations of the Aviation Authority F. Interest G. Miscellaneous Provisions H. Airport Security Responsibilities and Badging I. Applicable Law J. Dispute Resolution K. Public Entity Crimes Act L. Force Majeure M. No Third-Party Beneficiaries N. Further Assurances O. Covenants, Conditions, and Restrictions P. Non-Waiver Q. Representations by the Company R. Right to Amend S. Entire Agreement T. Whistle Blower Reporting Line U. Counterparts V. Electronic Signatures W. Nongovernmental Entity Declaration Regarding the Use of Coercion for Labor and Services ……………………………………………………………………………………..38

EXHIBIT A - PREMISES .................................................................................................................................A-1

EXHIBIT B – GROUND TRANSPORTATION CONCESSION REPORT............................................... B-1

EXHIBIT C - PERFORMANCE AND PAYMENT BONDS ....................................................................... C-1

EXHIBIT D - STANDARDS FOR OPERATING CONCESSION .............................................................. D-1

A. Operating Hours. ............................................................................................................. D-1 B. Vehicle Requirements...........................................................................................................D-1 C. Minimum Service Areas................................................................................................. D-1 D. PCI Compliance. ............................................................................................................. D-1 E. Standards of Service....................................................................................................... D-2 F. Sanitary Condition of Premises and Equipment. ............................................................ D-3 G. Fares................................................................................................................................ D-3 H. Signs and Graphics. ........................................................................................................ D-3 I. Materials at Counters............................................................................................................D-4 J. Paging System.....................................................................................................................D -4 K. Manager/Supervisor. ........................................................................................................D-4 L. Personnel. ....................................................................................................................... D-4 M. Correction of Deficiencies or Violations. ......................................................................... D-5 N. GTR&R............................................................................................................................ D-5 O. Shopping Service. ........................................................................................................... D-5 P. Customer Complaints...................................................................................................... D-6 Q. No Smoking Policy. ......................................................................................................... D-6 R. Sustainability. .................................................................................................................. D-6

S. Enforcement. ................................................................................................................... D-7

EXHIBIT E - CONTRACT BOND .............................................................................................................E-1

EXHIBIT F - IRREVOCABLE STAND-BY LETTER OF CREDIT FOR CONCESSIONS

AGREEMENT ............................................................................................................................ F-1 v

EXHIBIT G - AGREEMENT OF GUARANTY ............................................................................................ G-1

EXHIBIT H- REQUIRED COVENANTS..................................................................................................... H-1

A. Agreements with the United States, State of Florida, County of Orange and City of Orlando............................................................................................................................H-1

B. Right to Amend............................................................................................................H-1 C. Covenants Against Discrimination...............................................................................H-1 D. Right to Modify.................................................................................................................H-3 E. Tax Exempt Status of the Aviation Authority’s Revenue Bonds......................................H-3

EXHIBIT I - Nongovernmental Entity Declaration Regarding the Use of Coercion for Labor and Services

EXHIBIT J – Schedule of ACDBE Participation

PREFERRED GROUND TRANSPORTATIONPROVIDER

CONCESSION AGREEMENT ORLANDO INTERNATIONAL AIRPORT

THIS PREFERRED GROUND TRANSPORTATION PROVIDER CONCESSION AGREEMENT

(the "Agreement") is made and entered into this _ day of , 202__ (the “Effective Date”), by and between the GREATER ORLANDO AVIATION AUTHORITY, a public and governmental body, existing under and by virtue of the laws of the State of Florida, whose address is One Jeff Fuqua Boulevard, Orlando, Florida 32827-4399 (the "Aviation Authority"), and [Company Name], a [Type of Company] whose address is [Company Address] (the "Company").

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Operation and Use Agreement dated August 31, 2015 with the City of Orlando (hereinafter referred to as "City"), the Aviation Authority controls, operates, and maintains an airport in Orange County, State of Florida, known as Orlando International Airport (hereinafter referred to as the "Airport"); and

WHEREAS, the Aviation Authority operates and maintains a Terminal Complex at the Airport, including satellite airside buildings, which contains facilities for basic passenger processing and related services and amenities (hereinafter referred to as the "Terminal Complex"); and

WHEREAS, the Aviation Authority wishes to assure that a high level of ground transportation service is available at the Airport at all times for the benefit and convenience of airline passengers and other visitors; and

WHEREAS, in accordance with the Aviation Authority's "Policy for Awarding Concession and

Consumer Service Privileges in the Terminal Complex at Orlando International Airport, Orlando, Florida," as amended (the "Concession Policy"), the Aviation Authority has awarded a concession to Company for the non-exclusive right to conduct ground transportation operations at the Airport for the Term and on the terms and conditions hereinafter set forth; and

WHEREAS, Company warrants to the Aviation Authority that it meets the eligibility criteria, and it is qualified to conduct the business and meet the obligations hereinafter stated;

NOW, THEREFORE, for and in consideration of the Premises and of the mutual covenants hereinafter contained, the parties hereto do hereby agree as follows:

ARTICLE I. – BASIC TERMS

This ARTICLE I contains the basic terms of this Agreement. Capitalized terms used in this

Agreement will have the meanings given them in this ARTICLE I and elsewhere in this Agreement.

A. Leased Premises EXHIBIT A

B. Intentionally Deleted

C. Commencement Date February 1, 2025 at 121 a.m.

ARTICLE V

D. Termination Date 11:59 p.m. January 31, ARTICLE V

E. Percentage of Gross Receipts

[Insert Gross Receipts Percentage]

ARTICLE VI.A

F. Intentionally Deleted

G. Intentionally Deleted

H. Initial Minimum Annual Concession Fee

ARTICLE VI.A.1

I. Initial Period Commencement Date to January 31, 2026

J. Intentionally Deleted

K. Intentionally Deleted

L. Intentionally Deleted

M. Intentionally Deleted

N. Intentionally Deleted

O. ACDBE Participation Percentage

10%

ARTICLE

VIII.B

P. Intentionally Deleted

Q. Intentionally Deleted

R. Contract Bond/Letter of Credit

50% of Minimum Annual Concession Fee as adjusted in ARTICLE XII

S. Guarantor [Name]

EXHIBIT G

T. Removal of Property One (1) calendar days upon expiration or termination of Agreement

ARTICLE VII.F

U. Company Notice Address and Contact Person

Name:

Address:

Phone Number:

E-mail:

Name:

Address:

Phone Number:

E-mail:

ARTICLE XX.D

ARTICLE II. – DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined shall have the following meanings:

A. “Affiliate” of any Person shall mean any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with such specified Person. For the purpose of this definition, “control”, when used with respect to any specified Person means the power to direct the management and policies of such Person directly or indirectly, whether through the ownership of voting securities (whether in the form of shares, partnership or membership interests or other equity interests), by control or otherwise.

B. “Agreement” means this PREFERRED GROUND TRANSPORTATION PROVIDER

Concession Agreement by and between the Aviation Authority and Company.

C. “Agreement Period” means the Initial Period and each twelve-month period between February 1 and January 31, commencing after the Initial Period during the Term of this Agreement;

provided, however, that with respect to any year in which the term of this Agreement expires or is terminated in accordance with the provisions of this Agreement, Agreement Period shall mean the period from the first day of the Initial Period or other Agreement Period to the date of expiration or termination of the term.

D. “Airport” means Orlando International Airport, which is located in the City.

E. “Airport Concession Disadvantaged Business Enterprise or ACDBE” shall be defined pursuant to 49 C.F.R. 23.3, as amended from time to time.

F. “Attorneys' Fees” means attorneys' fees and costs, including, without limitation, fees and charges for the services of paralegals or other personnel who operate for and under the supervision of the attorneys and whose time is customarily charged to clients.

G. “Bus” means a commercial vehicle seating sixteen (16) or more passengers, including the driver, and includes both full-size buses and mini-buses.

H. “Chief Executive Officer” means the Chief Executive Officer of the Aviation Authority, or his or her designee.

I. “Commercial Lanes” means, collectively and singularly, the roadways located on the ground level of the Airport running parallel to the north and south sides of the central landside building of the North Terminal and adjacent to the South Terminal.

J. “Concession” means Company’s Ground Transportation operations at the Airport as described in ARTICLE III.A in accordance with the terms and conditions of this PREFERRED GROUND TRANSPORTATION PROVIDER Concession Agreement.

K. “Concession Fees” means for each Agreement Period, or portion thereof, of the term of this Agreement, the greater of (a) the Minimum Annual Concession Fee or (b) Percentage Fee.

L. “Counters” means any of the counter space located in the Terminal Complex, approximately in the locations indicated on Exhibit “A.”

M. “Driver” shall have the meaning set forth in the GTR&R.

N. “Dwell Time Fees” shall have the meaning set forth in the GTR&R.

O. “Gross Receipts” means all receipts derived or earned by Company or any subcontractor, affiliate, employee, independent contractor, or agent of Company from or in connection with Ground Transportation trips originating from the Terminal Complex (including any trips originating from the hotel located at the Terminal Complex) and provided pursuant to this Agreement; amounts received from any source whatsoever, including, but not limited to, all fares received and other charges levied on outbound trips, whether for passengers, baggage delivery or any other purpose, and regardless of how such amounts are computed or levied, adjusted by the deduction of the following, provided that separate records are maintained for such deductions:

1. The proceeds from the sale of capital assets;

2. Bona fide tips to drivers, unless the cost of the trip has been reduced in consideration for a tip;

3. Amounts of any separately stated federal, state and local sales or use taxes imposed upon Company's customers and collected by Company;

4. Revenues related to operations under any Permit Agreement with the Aviation Authority.

No deduction shall be made from Gross Receipts by reason of any credit loss sustained, bad checks, or financing discount that may be applicable by reason of the acceptance or use of credit cards or by reason of any other credit arrangements. If any charge customarily made by Company for services authorized to be sold pursuant to the terms and conditions of this Agreement or other operations or businesses is not assessed, charged or collected, for any reason other than pursuant to a bona fide written marketing plan approved by the Chief Executive Officer (e.g., discounts for reasonable travel agent, convention representative or group representatives as part of a familiarization trip), then the amount of Company's customary charge therefore shall nevertheless be included in determining Gross Receipts.

Commissions paid to travel agents or others or any other amounts paid or rebated shall not be deducted from Gross Receipts.

Company's Gross Receipts shall be computed and audited in accordance with the provisions of the Agreement. In the event of any conflict between the provisions of the Agreement and generally accepted accounting principles or generally accepted auditing standards, the provisions of the Agreement shall control, and the provisions of the Agreement shall not be limited by such accounting principles or audit standards per the provisions of this Agreement. No deduction shall be made from Gross Receipts by reason of any Liquidated Damages imposed by the Aviation Authority.

Gross Receipts shall include all amounts billed or received, derived or earned from customers from Ground Transportation trips originating from the Terminal Complex by any subcontractors or other providers used by Company on account of goods, services or products provided by such subcontractors or other providers, regardless of what portion, if any, of such amounts are received or retained by Company. Gross Receipts shall include any receipts or amounts billed or received, derived or earned of Company coming within this definition of Gross Receipts notwithstanding the treatment of such receipts for Company’s own accounting purposes. The full amount of any transaction made on installment or credit shall be recorded in the month during which such transaction is made, regardless of the time when Company receives payment (whether full or partial) therefore. In no event shall Company’s Gross Receipts from any trip be a negative amount for purposes of this Agreement. In reporting Gross Receipts, only those amounts associated with outbound trips and round trips should be reported. Round trips shall be reported at the full one-way fare, except that, if the round trip is arranged pursuant to a bona fide written marketing plan, the trip shall be reported at one-half the round trip fare less one-half the discount granted pursuant to such bona fide written marketing plan.

P. “Ground Transportation” means on-demand and pre-arranged transportation in

Limousines, Sedans, Vans and Buses.

Q. “Ground Transportation Concourse” means the roadways located on the ground level of the Airport running underneath the Terminals A, B, and C.

R. “GTR&R” means the Ground Transportation Rules and Regulations for the Airport, as amended from time to time.

S. “Improvement" or "improvement” means any item which is affixed to the Premises or affixed to any Improvement thereto and which cannot be removed without material damage to the Premises or another Improvement.

T. “Limousine” means a commercial vehicle built as or modified to be a limousine on an automobile chassis of a Sedan or as otherwise defined and recognized by the ground transportation industry as a limousine.

U. “Liquidated Damages” means the amounts set forth in ARTICLE XVII.A to be recovered by the Aviation Authority from Company in the event Company violates any of the conditions as set forth therein or any provisions of the GTR&R.

V. “Meet and Greet” means the act of meeting a Passenger whose transportation has been pre-arranged prior to the initial meeting of the Passenger and Driver or other Company employee on Airport property.

W. “Minimum Annual Concession Fee” means for the Initial Period, _____________ and

No/100 Dollars ($____________.00). For each subsequent Agreement Period, the term “Minimum Annual Concession Fee” means the greater of (i) an amount calculated by multiplying .85 by the total Concession Fees due for the prior Agreement Period, or (ii) the Minimum Annual Concession Fee for the Initial Period.

The Initial Minimum Annual Concession Fee is set forth in ARTICLE I.H and is adjusted as provided in

ARTICLE VI.A.1.

X. “North Terminal” means, collectively, the landside Terminal building and the airside Terminal buildings, including Terminals A and B, at the Airport.

Y. “Passenger” shall have the meaning set forth in the GTR&R.

Z. “Percentage Fee” means ten percent (10%) of Company’s Gross Receipts for $1 up to and including $10,000,000, plus eight percent (8%) of Company’s Gross Receipts from $10,000,001 up to an including $18,000,000, plus seven percent (7%) of Company’s Gross Receipts above $18,000,000.

AA. “Permit Agreement” shall have the meaning set forth in the GTR&R.

BB. “Person” means an individual, corporation, limited liability company, partnership, association, joint stock company, Trust, unincorporated organization, joint venture, or other enterprise or venture.

CC. “Premises” means the areas of the Terminal Complex, described in ARTICLE III, below, in which Company is granted the right to operate the Concession in accordance with the terms and conditions of this Agreement together with any additional areas in and about the Terminal Complex in which Company may be granted such rights.

DD. “Proposal” means the Company’s response to the Request for Proposals for the

Concession.

EE. “South Terminal” means, collectively, the landside and airside portions of the Terminal C building, at the Airport.

FF. “Sedan” means a commercial vehicle recognized by the ground transportation industry as a full-size luxury sedan or SUV, such as a Lincoln or Cadillac, and seating five (5) passengers or less, excluding the driver.

GG. “Terminal Complex” means the gates and buildings located at the Airport consisting of

Terminals A, B, and C and all accompanying adjacent roadways.

HH. “Train Station” means the Terminal Link Station and associated regional rail systems adjacent to the Couth Terminal.

II. “Van” means a chauffeur-driven, unmetered, commercial vehicle seating eight (8) or more but not more than fifteen (15) passengers, including the driver; the term “Van” does not include Limousines, Sedans, or Buses.

ARTICLE III. – RIGHTS AND PRIVILEGES GRANTED TO COMPANY

A. Rights and Premises.

1. The Aviation Authority hereby grants Company the non-exclusive right and privilege, and Company hereby assumes the obligation, to provide Ground Transportation from the Premises as described in Exhibits A-1 and A-2 for the operation of a PREFERRED GROUND TRANSPORTATION PROVIDER Concession, in accordance with the provisions of this Agreement.

The Premises shall or may, as applicable, include the following:

a. Counters. Company shall lease such Counter space as requested and approved by the Aviation Authority on Level 1 of the Terminal Complex pursuant to a separate Space Use Agreement with the Aviation Authority. Company agrees to maintain the condition and appearance of all counters located in public areas. In the North Terminal, Company is required to lease not more than twenty-four (24) feet of queuing space from the front of the counter. This distance may be changed from time to time by GOAA policy.

b. Office Space. If Company requests office space, said space may be made available at the discretion of the Chief Executive Officer pursuant to a separate

Space Use Agreement with the Aviation Authority.

c. Vehicle Parking Spaces. The Aviation Authority shall provide to Company, at no cost to Company, vehicle parking spaces on each Commercial Lane of the Terminal Complex. The location of the spaces shall be as designated by the Aviation Authority. Company may use the curb adjacent to the parking spaces for starter activities as provided in the Standards for Operating the Concession in Exhibit D. The Aviation Authority reserves the right to re-assign the number or location of the vehicle parking spaces. Other than Meet and Greets conducted in conformity with the GTR&R, Company will not be allowed to use any other staging area in the Terminal Complex for the loading of vehicles.

2. Company shall not use or permit the Premises to be used for any purposes other than as described in this ARTICLE III.A without the prior written approval of the Aviation Authority nor for any use in violation of any applicable building codes, zoning regulations, municipal, county, state or federal laws, ordinances or regulations.

Company’s right, privilege and obligation hereunder, in addition to any other requirements and limitations contained herein, shall be to provide Ground Transportation which Company is specifically authorized to provide in this ARTICLE III.A.

B. Occupancy of Premises and Commencement of Business.

Company shall be granted occupancy of the Premises on the Commencement Date set forth in ARTICLE I.C. and shall be required to open for business and commence paying Concession Fees on the Commencement Date set forth in ARTICLE I.C.

C. Non-exclusivity.

It is expressly provided that the rights and privileges granted hereunder are non-exclusive, and nothing contained herein shall preclude the Aviation Authority from entering into an agreement with any other parties during the term of this Agreement for the provision of Ground Transportation services, public or private, to, from and at the Airport, including, but not limited to, additional Ground Transportation service, the creation of taxicab concessions, the addition of public agency bus routes to, from or around the Airport, the provision of light rail transportation to, from or around the Airport, and the provision of transportation between the North and South Terminals whether such transportation is provided by the Aviation Authority through use of its own employees or through any other party. During the term of this Agreement, the Aviation Authority shall, however, enter into no more than one agreement to provide Ground Transportation whereby, for the privilege of providing Ground Transportation, a party pays the Aviation Authority compensation that is, at least in part, a percentage of the revenues derived by such party from its Ground Transportation operations (a “concession”) unless it has determined that the existing Concessionaire is unable or unwilling to provide the Ground Transportation service reasonably required at the Airport. In no event shall a permit issued or a permit or operating agreement entered into pursuant to the GTR&R be considered a “concession.”

D. Relocation/Surrender of Premises.

1. Notwithstanding any other provision of this Agreement, the Aviation Authority shall have the right at any time during the Term of this Agreement to require Company to surrender any portion of the Premises, including, but not limited to, starter zones, curb space, holding areas, and signage, in order to accommodate a change in the design or use of the Terminal Complex. In such event, the Aviation Authority shall, in its sole discretion, either:

a. provide Company with a substitute area which the Chief Executive Officer determines to be reasonably equivalent, though not necessarily identical in size or otherwise, to the portion of the Premises surrendered; or

b. grant Company an equitable reduction in the rental charges (but not the

Concession Fees or any other fees or charges) payable by Company to the Aviation

Authority hereunder.

2. If, during the term of this Agreement Company indicates to the Aviation Authority a desire to lease additional Counter space or office space at the Airport, which additional space is then available for rental, the Aviation Authority may rent such additional space to Company;

provided that, in the case of additional Counter space, such additional Counter is contiguous to the space then leased by Company. Company may request a reduction in the amount of space it has agreed to lease from the Aviation Authority by submitting a written request to the Chief Executive Officer, for his or her decision.

3. The Aviation Authority reserves the right to make minor adjustments to the amounts of space and facilities included in the Premises as necessary to further the efficient utilization of the Airport’s facilities. In addition to any other right of the Aviation Authority hereunder, the Aviation Authority may, at any time during the term of this Agreement, require Company to operate the Preferred Ground Transportation Provider concession from one or more additional locations on Airport property. In such event, the Aviation Authority shall offer Company additional Counter space, office space, and vehicle parking space. Company shall accept a portion of the offered space that the Aviation Authority, in its reasonable discretion, determines is necessary for the proper operation of a Preferred Ground Transportation Provider concession at such additional location. The term “Premises” shall include any such additional space offered to and accepted by Company. The rental rate for such additional space shall be determined by the Aviation Authority at the time the Aviation Authority offers the space to Company, but generally, Company would be required to pay an amount equal to the fair market rental value, as determined by the Chief Executive Officer, of any such additional space in or outside the Terminal Complex.

E. Subcontracting.

1. Company shall be allowed, at its option, subject to the requirements of this Section

III.E to subcontract the performance of services in Limousines, Sedans, Vans and Buses, provided that all of Company’s Limousines, Sedans, Vans and Buses are in active service under this Agreement. Company must secure the Aviation Authority’s approval of each proposed subcontractor before such subcontractor may begin to provide services at the Airport under this Agreement, which approval the Aviation Authority may grant, withhold or withdraw in its discretion.

Company shall provide the Aviation Authority the name of the proposed subcontractor at least one business day prior to the day the subcontractor begins operations as a subcontractor. The Aviation Authority will grant its approval if the proposed subcontractor is (i) properly permitted by the City of Orlando (or another Florida governmental entity) and the Aviation Authority, (ii) is not currently under a period of suspension, and (iii) is not delinquent in the payment of money to the Aviation Authority. The Aviation Authority may, in a written notice, withdraw its approval if, at any time, a subcontractor’s City, or other Florida governmental entity or the Aviation Authority permit or Permit or Operating Agreement lapses, the subcontractor is suspended by the City of Orlando, another Florida Governmental entity, or the Aviation Authority, or the subcontractor is delinquent in its payment of money owed to the Aviation Authority. In such case, Company shall immediately cease utilizing the subcontractor. Each subcontractor, before it may begin to provide such services, shall be required to execute a consent to subcontract, in a form as shall be required by the Chief Executive Officer, which shall require the subcontractor to agree to comply with all terms and conditions of this Agreement in connection with its operation under the subcontract. All Gross Receipts derived by the subcontractor shall be included in the Gross Receipts of Company, and all monthly statements and annual reports required pursuant to Article VI.C of this Agreement shall include but separately state the Gross Receipts derived from the operations of each subcontractor.

2. Notwithstanding the fact that certain of the services required or allowed to be provided under this Agreement may be subcontracted by Company to other persons, Company shall remain absolutely responsible for the fulfillment of all requirements under this Agreement, including, without limitation, all performance requirements, payment requirements and insurance requirements (including ensuring that vehicles operated by any subcontractor are insured at the same levels required by this Agreement). Any failure by a subcontractor of Company to fulfill any requirement under this Agreement shall be deemed a failure of Company to fulfill such requirement, and, if such failure constitutes a default under this Agreement, shall be deemed a default hereunder by Company. Notwithstanding the fact that one or more classes of service may be subcontracted by Company to another party, Company itself shall provide directly to the Aviation Authority the Contract Bond or Letter of Credit in the full amount required under Error! Reference source not found. hereof.

F. The Aviation Authority’s Right to Re-Bid.

If the Aviation Authority terminates this Agreement, the Aviation Authority shall have the right to invite other persons to replace Company’s Concession, and has the right to award a replacement Preferred Ground Transportation Provider Concession on the same or different terms and conditions for a term not to exceed the remaining term of the Company’s Concession Agreement.

ARTICLE IV. – USE OF PREMISES

A. Permitted Uses.

1. The Premises shall be used by Company during the Term hereof only for the provision of Ground Transportation to and from the Airport In accordance with Company’s Proposal which is incorporated by reference and in accordance with the terms of this Agreement.

2. Any office space leased shall be used solely for administrative functions. Direct customer service functions in office space are strictly prohibited.

3. Company shall not permit the active display or operation on the Premises or elsewhere in the Terminal Complex of any item which flies, moves, rotates, makes noise or flashes unless the active display or operation of such item is specifically approved in advance in writing by the Chief Executive Officer.

4. Company shall not at any time during the term hereof vacate the Premises once

Company is required to begin providing Ground Transportation services, without the prior written consent of Chief Executive Officer.

B. Relation to Other Agreements.

This Agreement is separate and distinct from, and shall be construed separately from, any other agreement between Company and the Aviation Authority and from any other, similar agreement between the Aviation Authority and any other person operating a concession at the Airport, and the fact that any such other agreement may contain provisions which differ from those contained herein shall have no bearing on the construction of this Agreement.

C. Violation of Permitted Uses.

If Company fails to comply with the Permitted Uses in this ARTICLE IV herein, Company shall be subject to the payment of fines for such violation(s) of certain provisions, as set forth in ARTICLE

XVII.

ARTICLE V. – TERM

This Agreement shall become effective upon execution by the parties hereto. The term of this Agreement shall commence on the first Commencement Date set forth in ARTICLE I.C and end on the Termination Date set forth in ARTICLE I.D, hereinafter referenced to as the “Term”, unless sooner terminated in accordance with the terms and provisions hereof.

ARTICLE VI. - CONCESSION FEES AND ACCOUNTING RECORDS

A. Concession Fee.

1. Adjustments.

For the privileges granted hereunder, and not as a space rental, Company shall pay to the

Aviation Authority the Concession Fees (defined in Article II.K. The amount of the Minimum Annual Concession Fee (as defined in Article II.W) for each Agreement Period following the Initial Period shall be adjusted by the Chief Executive Officer effective as of the first day of February during each such Agreement Period subject to subsequent adjustment if required because of discrepancies discovered as a result of the annual certification of fees provision set forth in Article VI.C below.

The Minimum Annual Concession Fee shall be prorated for any Agreement Period which is more or less than twelve (12) months.

2. Privilege Fees and Dwell Time Fees.

Company shall not pay Privilege Fees or Dwell Time Fees for Limousine, Sedan, Van or

Bus operations it conducts in the Commercial Lanes under this Agreement

3. Monthly Payments of Fees.

a. From and after the Commencement Date, Company shall pay to the

Aviation Authority, in advance and without demand, on the first (1st) day of each calendar month of the Term hereof (and on the Commencement Date, if the Commencement Date is not the first day of a calendar month), an amount equal to one-twelfth (1/12th) of the Minimum Annual Concession Fee then applicable (except as otherwise provided below), prorated for any partial month at the commencement of the Term or the end of the Term, based on the number of days in such partial month, plus any sales or other taxes due thereon, in lawful money of the United States, without deduction or set-off, at the office of the Aviation Authority's Chief Financial Officer (the "CFO") or at such other place as the Chief Executive Officer may designate in writing from time to time.

b. Company shall further pay to the Aviation Authority, without demand, at the office of the CFO, on the twenty-fifth (25th) day of the month following each calendar month of the Term hereof, a sum of money equal to the amount, if any, by which the Percentage Fee for such month exceeds the amount of the installment of Minimum Annual Concession Fee payable for such month, and shall provide the Chief Financial Officer with a statement, signed by an officer (if Company is a corporation), partner (if a partnership), member/manager (if a limited liability company), or owner (if a sole proprietorship) of Company in the form attached hereto as Exhibit “C” (which the Chief Executive Officer may amend from time to time), which sets forth Company’s Gross Receipts by location during such preceding calendar month, and separately identifies all receipts derived by Company during such calendar month which have been excluded from the computation of Gross Receipts .

B. Sales, Use, Ad Valorem and Other Taxes.

Company shall be solely responsible for the payment of all sales, use, ad valorem and other taxes levied at any time and also upon the fees and other charges payable by Company to the Aviation Authority hereunder, whether or not the same shall have been billed or collected by the Aviation Authority, together with any and all interest and penalties levied thereon, and Company hereby agrees to indemnify the Aviation Authority and hold it harmless from and against all claims by any taxing authority that the amounts, if any, collected from Company and remitted to the taxing authority by the Aviation Authority, or the amounts, if any, paid directly by Company to such taxing authority, were less than the total amount of taxes due, and for any sums including interest and penalties payable by the Aviation Authority as a result thereof. The provisions of this paragraph shall survive the expiration or prior termination of this Agreement.

C. Annual Certification of Fees.

Within ninety (90) days after the close of each Agreement Period of the Term hereof, Company at its own cost and expense shall provide to the CFO, and a copy to the Senior Vice President of Operations, schedules of Gross Receipts and Concession Fees relating to Company and any subcontractors of Company, payments and other sums for the Agreement Period accompanied by an independent auditors’ report expressing an unmodified opinion on the examination of such schedules prepared by Company’s independent Certified Public Accountant, licensed in the state of Florida, who is not an employee of Company, or a Certified Public Accountant who holds a valid temporary permit to practice in the state of Florida at the time the certification is issued and who is not an employee of Company, or an out of state licensed Certified Public Accountant who at the time the certification is issued, the NASBA National Qualification Appraisal Service has verified to be in compliance with the CPA licensure requirements of the AICPA/NASBA Uniform Accountancy Act and who is not an employee of Company, certifying that such schedules have been audited in accordance with Generally Accepted Auditing Standards and the terms and provisions of this Agreement; including, without limitation, the definition of Gross Receipts set forth in ARTICLE II.O herein. There may be no limitation on the scope of the examination that would preclude the independent certified public accountant from expressing an unqualified opinion as to the correctness and completeness of the schedules for each month and for the Agreement Period. The audited statements shall be accompanied by separate schedules of Gross Receipts (stated both in the aggregate for Company and any subcontractors collectively and separately, for Company, and each of its subcontractors individually) and Concession Fees incurred and paid for such Agreement Period both for each month and cumulatively for the agreement period. If such schedules indicate the Concession Fees for such period have been overpaid, then the amount of overpayment shall be credited to the Concession Fees next due and owing from Company, unless the Term hereof has expired, in which event such amount shall be promptly refunded by the Aviation Authority to Company. Any refund by the Aviation Authority shall not be interpreted to be agreement with the result of the Annual Certification of Fees. The Aviation Authority retains the right to audit the period relating to the Annual Certification of Fees. If such schedules indicate that the Concession Fees for such Agreement Period have been underpaid, then Company shall submit payment therefor to the Aviation Authority at the Office of the CFO at the same time it submits to the CFO and the Senior Vice President of Operations the statements required under this ARTICLE VI, together with interest on any underpaid Concession Fees at the rate set forth in ARTICLE XX.F, below, from the date such fees or charges should have been paid.

D. Books and Records/The Aviation Authority's Right to Audit.

Company shall, at all times during the Term hereof, maintain at the Premises or at an office in Orange County, Florida complete and accurate books and records of all receipts and disbursements from its Ground Transportation operations under this Agreement, in a form consistent with generally accepted accounting principles, and cause to be installed for use at all times such cash registers, invoicing machines, sales slips and other accounting equipment, devices and forms as are reasonably necessary to record properly, accurately and completely all sales of Company’s Ground Transportation services. Such original books and records shall be maintained consistent with U.S. GAAP, shall be segregated from Company’s books and records relating to operations other than pursuant to this Agreement, shall contain records of all applicable individual transactions and receipts associated with such transactions shall contain a breakdown of such receipts into the components of Gross Receipts and any exclusions therefrom which supports the amounts reported to the Aviation Authority and Company’s monthly payment of fees pursuant to Article VI.A.3. Daily business reports shall not suffice to take the place of records of such agreements and receipts properly recorded in Company’s general ledger, revenue journals and/or summaries.

Company's books and records shall be maintained in sufficient detail to allow the Aviation Authority or its representatives to audit, in accordance with generally accepted auditing standards, Company's Gross Receipts as defined in ARTICLE II.O above. Company shall account for all receipts of any nature related to transactions in connection with this Agreement in a manner which segregates in detail those transactions from other transactions of Company and which supports the amounts reported to the Aviation Authority in Company's “Ground Transportation Concession Report" schedules prepared in accordance with ARTICLE VI.A.3.b. At a minimum, Company's accounting for such receipts shall include the following:

1. Daily and/or monthly transaction reports subtotaled by day and totaled by month.

The monthly total shall correspond with the amounts reported to the Aviation Authority under Article VI.A.3 and shall be reconciled to the amounts posted on the Company’s general ledger if different or offset or netted with other amounts posted to the general ledger.

2. Company's bank account statements (separate bank accounts shall be maintained for all receipts from Ground Transportation operations pursuant to this Agreement and no receipts from any other source shall be deposited in such accounts);

3. A compiled report of transactions showing all Gross Receipts and all exclusions from Gross Receipts by category (as set forth in ARTICLE II.O), which report shall be subtotaled by day and totaled by month. The monthly total shall correspond with the amounts reported to the Aviation Authority on Company's “Ground Transportation Concession Reports" under ARTICLE VI.A.3.b. If requested, Company shall provide the Aviation Authority a computer text file that details monthly Gross receipts information by transaction;

4. The monthly reports required under this ARTICLE VI.D, which reports shall be subtotaled by day and totaled by month. The monthly total shall correspond with the amounts reported to the Aviation Authority in the “Ground Transportation Concession Reports” and the annual total shall correspond with the amount reported to the Aviation Authority on the Annual Certification required in ARTICLE VI.C and shall be reconciled to the amounts posted on the Company’s general ledger if different or offset or netted with other amounts posted to the general ledger; and

5. Such other records, if any, which would normally be examined by an independent certified public accountant in performing an examination of Company's Gross Receipts in accordance with generally accepted auditing standards and the provisions of this Agreement.

Such records shall be, at the option of the Chief Executive Officer, (a) in electronic form in accordance with the standards specified by the Aviation Authority, or (b) a computer run hard copy. The Chief Executive Officer may require other records necessary in his determination to enable the accurate audit of Company's Gross Receipts hereunder. Upon five (5) days written notice from the Chief Executive Officer, all such books and records, including the general ledger and bank statements and all federal, state and local sales tax returns relating thereto, shall, be made available at the offices of the Aviation Authority for inspection by the Aviation Authority through its duly authorized representatives at any time for up to four

(4) years after the end of the Agreement Period to which such books and records relate. If any litigation, claim or audit is commenced prior to expiration of such four (4) year period but extends beyond such period, Company must retain such records until the litigation, claim or audit has been finally resolved. The Aviation Authority shall further have the right, upon reasonable written notice to Company from the Chief Executive Officer and at the sole cost of the Aviation Authority except as specified below, to examine or designate a representative to audit or examine the books and records and computerized accounting systems of Company which relate to its Ground Transportation operations under this Agreement to determine the correctness of the Gross Receipts and Concession Fees reported to or paid by Company to the Aviation Authority for any or all Agreement Periods immediately preceding such audit or examination. Such shall include, but is not limited to, a review of the general input, processing and output controls, information systems, using read only access, for all computer applications used to record financial transactions and information. If Company elects to have the inspection, examination or audit performed at a location outside the Orlando metropolitan area, it may do so within forty-five (45) calendar days of the Aviation Authority’s written request. Company shall pay the Aviation Authority for travel expenses incurred in connection with such inspection, examination, or audit, in accordance with the Aviation Authority’s adopted travel policies, from the auditor’s duty station to the location at which the books and records are maintained for each day of travel and on-site work. After the inspection, examination, or audit is completed, the Aviation Authority will bill Company for such travel expenses and Company shall promptly pay such bill.