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(4) The Company shall prohibit and restrain its agents, servants, and employees from loud, noisy, and persistent announcement of the services offered by the Company on or about the Airport, and shall display only such signs or advertising materials as will be in keeping with the general appearance of the Terminal Building and the Airport, which signs and advertising materials first shall have been approved by the Administrator as to the size, place, manner of display, and subject matter.
(5) The Company shall comply at its own cost and expense with all Federal, State, or local laws, ordinances, rules, or regulations, now or hereafter in force, which may be applicable to the operation of its business at the Airport; and shall obtain and pay for all permits, approval, licenses and certificates necessary for the operation thereof, and shall pay all fees and charges assessed under State, local, or Federal statutes or ordinances insofar as they are applicable thereto. The Company shall not use, or suffer or permit any person to use, any portion of the Airport or Terminal Building occupied by it under this Agreement for any illegal, immortal or bawdy purposes, and the Company shall protect, indemnify and save harmless the Government, its authorized agents or representatives, from and against any damage, penalty, fine, judgment, expense, or charge which may be suffered, imposed, assessed, or incurred by reason of the violation, disregard, or breach of any law, ordinance, order, or regulation, or by reason of any act, neglect, or omission of the Company or by any agent or employee of the Company. Any violation of this Paragraph (5) by or on behalf of the Company shall constitute a breach of this Agreement provided the Company on due notice in writing does not take immediate remedial measures acceptable to the Administrator.
ARTICLE VIII. METHOD OF REPORTING GROSS RECEIPTS
The Company shall submit monthly certified statements of revenue received during each calendar month not later than the fifteenth (15th) day of each subsequent calendar month. Such statements shall show the assessable revenue by amounts subject to escalation and by amounts not subject to escalation, and all income from sight-seeing, and any other sources permitted under the terms of this agreement. Such statements shall also show non-assessable income by categories. The Company shall permit the Administrator or his duly authorized agents to make a periodic examination of the Company's records from which the certified statements have been prepared.
The Company shall furnish the Airport Director with a certified statement of revenue from any public accounting firm which the Company may retain for the purpose of auditing the accounts and records of the Company, and if the accounting firm's certification differs in amount from the cumulative amounts previously certified by the Company the difference shall be reconciled by the accounting firm at the expense of the Company and the appropriate financial adjustments shall be made.
The Company shall maintain and retain all its records concerning its business at the Airport until after an audit is made by the Administrator or his representative and the certified statements have been accepted by the Administrator or his representative.
ARTICLE IX. CONDUCT OF BUSINESS
(A) The Company covenants and agrees that all charges for services rendered at the Airport made by it or any of its employees in connection with the Taxicab Service Concession shall be for cash.
(B) The Company covenants and agrees that, except as may be otherwise provided in other contracts entered into between it and the Government, it will not engage in any business at the Airport other than that permitted under the terms of this Agreement.
(C) The Company covenants and agrees that at all times during the term of this Agreement it will keep all taxicabs, motor coaches and/or limousines used in the Taxicab Service Concession fully insured in accordance with applicable requirements for insurance as provided for in the District of Columbia and the State of Virginia.
ARTICLE X. LIABILITY OF GOVERNMENT
The Government shall not be liable for any damages or injury which may be sustained by the Company or which may result to their goods or chattels from any cause whatsoever, whether such damage or injury shall be caused by the
negligence of the Government, its agents, or employees or not. The Company shall assume all risks incident to or in connection with its business to be conducted hereunder and shall be solely responsible for all accidents or injuries of whatever nature or kind to persons or property, and shall indemnify, defend, and save harmless the Government from any penalties for violation of any law, ordinance, or regulation affecting or having application to the operation of such business, and from any and all claims, suits, losses, damages or injuries to persons or property of whatsoever kind or nature arising directly or indirectly out of the operation of such business, or resulting from the carelessness, negligence, or improper conduct of the Company or any of its agents or employees. The Company, at its own cost and expense, shall take out and carry throughout the term of the agreement a standard form of public liability and property damage insurance (Owners', Landlords' and Tenants' Liability Policy) in the amount of $50,000 and $100,000 public liability and $25,000 property damage. All policies under this Article shall be delivered to the Administrator immediately upon execution thereof and shall be held as security for compliance with the provisions of this Article by the Company.
ARTICLE XI. TERMINATION BY THE GOVERNMENT
(A) The Government shall have the right to terminate this Agreement in its entirety immediately upon the happenings of any of the following events: (1) Filing by the Company of voluntary petition in bankruptcy;
(2) The making by the Company of any general assignment for the benefit of creditors;
(3) The occurrence of any act which operates to deprive the Company permanently of the rights, powers, and privileges necessary for proper conduct and operation of the Taxicab Service Concession granted herein;
(4) The abandonment and discontinuance of the operation of the Taxicab Service by the Company; and
(5) The failure by the Company to perform, keep, and observe any of the terms, covenants, and conditions herein contained on the part of the Company to be performed, kept, or observed after the expiration of thirty (30) days from the date written notice has been given to the Company by the Government to correct such default or breach.
In the event of such termination, the Government shall have the right at once and without further notice to the Company to enter and take full possession of the space occupied by the Company under this Agreement, by force or otherwise, and with or without legal process to expel, oust and remove any and all parties who may occupy any portion of the Airport and any and all goods and chattels not belonging to the Government that may be found within or upon the same, and without being liable to prosecution or to any claim for damages therefor. Upon such termination by the Government, all rights, powers and privileges of the Company hereunder shall cease, and the Company shall immediately vacate any space occupied by it under this Agreement and shall make no claim of any kind whatsoever against the Government, its agents or representatives by reason of such termination or any act incident thereto.
(B) The Government, in addition to any other rights of termination, may terminate this Agreement in its entirety by thirty (30) days' written notice in the event that the premises shall be required for the use of the United States in the interest of national defense.
(C) The acceptance of charges and fees by the Government for any period, or periods, after a default of any of the term, covenants, and conditions herein contained to be performed, kept, and observed by the Company, shall not be deemed a waiver of any rights on the part of the Government to terminate this Agreement for failure by the Company so to perform, keep, or observe any terms, covenants, or conditions hereof to be performed, kept and observed. No waiver of default by the Government of any of the terms, covenants, or conditions hereof to be performed, kept, and observed by the Company shall be construed to be or act as a waiver of any subsequent default, or any of the terms, covenants and conditions herein contained to be performed, kept and observed by the Company.
ARTICLE XII. LIQUIDATED CLAIMS
For the more effectual securing to the Government of the charges and fees provided in Article III, it is agreed as a further condition of this Agreement that the filing of any petition under any State or Federal bankruptcy or in
solvency laws by the Company, or the making by the Company of a general assignment for the benefit of creditors, shall be deemed to constitute a breach of this Agreement and thereupon, ipso facto, and without entry or other action by the Government, the term shall cease.
Notwithstanding any other provisions of this Agreement, there is reserved to the Government, and the Government shall forthwith upon such termination be entitled to recover as damages and not as a penalty for such breach, the amount by which the minimum guarantee secured by the Government from such other operator of the Taxicab Service Concession as the Government may contract with fails to equal, for the remaining portion of the term of this Agreement, the amount which the Government would have received, during the same period, under the minimum guarantee given the Government by the Company stipulated in Paragraph (C) of Article III hereof.
If any involuntary petition is filed against the Company under any State or Federal bankruptcy or insolvency law or there is filed any petition for the appointment of a receiver or trustee for the assets or business of the Company, the Company shall continue to operate under the terms of this Agreement until a receiver or trustee shall be appointed by such State or Federal court and such receiver or trustee shall continue the operation: Provided, however, That if, in either event, the Company shall within a reasonable time after such appointment have the same vacated, terminated or set aside, then this Agreement shall be reinstated as if there had been no breach and the said damages shall be waived, provided the Company shall within five (5) days after the denial, termination, or setting aside of such appointment, pay or discharge any and all sums of money which may have become due under the Agreement in the interim and shall then remain unpaid and shall likewise fully perform and discharge all other obligations which may have accrued or become due and payable in the interim.
ARTICLE XIII. CANCELLATION BY THE COMPANY
In the event that the Government shall fail to perform or observe the terms, covenants, and conditions to be kept, performed, and observed by the Government, and the Government shall fail to perform such terms, covenants, and conditions within sixty (60) days from receipt of a written notice by the Company informing the Government of such failure so to perform, the Company may cancel this Agreement in its entirety and terminate all or any of its obligations hereunder by twenty (20) days written notice.
ARTICLE XIV. RULES, REGULATIONS AND STATUTES
The Company, during the term of this Agreement, shall observe and obey all rules and regulations which now are in force or which may hereafter be issued by the Administrator for the care, operation, maintenance, and protection of the Airport, and all laws applicable to the operation by the Company.
ARTICLE XV. BONDS
The Company agrees that it will execute and deliver to the Administrator within thirty (30) days after the execution of this Agreement, or at such later time as may be approved in writing by the Administrator, a valid bond payable to the United States of America in the amount of thirty-five thousand ($35,000) issued by any corporation authorized by the Secretary of the Treasury of the United States of America to act as surety on performance bonds, which bond shall be conditioned upon the full and faithful performance by the Company of each and all of its covenants, agreements, and undertakings set forth in this Agreement.
This Article shall not be construed as prohibiting a bond delivered to the Administrator from being replaced by another bond which meets the requirements of this Article.
ARTICLE XVI. WARRANTY AGAINST SOLICITING
The Company represents and warrants that it has neither solicited the execution of this Agreement nor the granting of rights, powers, and privileges under this Agreement by the payment of a contingent fee or other emolument to any official of the United States of America or any other person directly or indirectly concerned with the execution of this agreement on behalf of the United States of America nor employed or retained a company or person (other than a full-time employee) to solicit or secure this Agreement.
ARTICLE XVII. OFFICIALS NOT TO BENEFIT
No member of or Delegate to Congress, or Resident Commissioner, shall be admitted to any share or part of this contract or to any benefit that may arise therefrom, but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit.
ARTICLE XVIII. ASSIGNMENT OF CONTRACT
The Company shall not at any time, without the consent in writing of the Administrator, assign or transfer this Agreement or any part thereof or any right, power, or privilege hereunder.
ARTICLE XIX. WAIVER OF PERFORMANCE
The failure of the Government to insist in any one or more instances upon a strict performance by the Company of any of the provisions, terms, covenants, reservations, conditions, or stipulations contained in this Agreement shall not be considered as a waiver or relinquishment thereof for the future, but the same shall continue and remain in full force and effect, and no waiver by the Government of any provision, terms, covenant, reservation, condition, or stipulation hereof shall be deemed to have been made in any instance unless expressed in writing and signed by the Administrator.
ARTICLE XX. COPARTNERSHIP
It is further mutually understood and agreed that nothing herein contained is intended, or shall be construed, as in anywise creating or establishing the relationship of copartners between the parties hereto or as constituting the Company as the agent or representative of the Government for any purpose or in any manner whatsoever.
ARTICLE XXI. SUCCESSORS
It is further mutually stipulated and understood that the entire agreement between the parties hereto is contained herein and that each and every provision thereof shall be binding upon said parties, respectively, and upon their successors, legal representatives and assigns.
ARTICLE XXII. ADDITIONAL CONCESSIONS
The Government agrees that during the term of this Agreement it will not enter into any agreement with any other person or persons for the operation by such person or persons, on the Airport as now bounded or as it may hereafter be bounded, of any concession of the same nature as herein granted or of a character to be prejudicial to, or competitive with, the concession herein granted. It is further mutually agreed and understood that as a part of the Taxicab Service Concession described herein the Company shall have the right to operate a "Sight Seeing Concession" by motor vehicle originating at the Airport. The rates and fares charged by the Company for such transportation service shall be determined by mutual agreement between the Company and the Government before any such service shall be begun by the Company. All other terms, conditions and limitations of this Agreement shall be applicable to the operation of this sight seeing service by the Company. The revenues derived from this sight seeing operation shall be included in the gross receipts on which the Company shall pay charges and fees as set forth in Article III herein.
It is agreed that if for any reason the Company fails to operate the Sight Seeing Concession, once it is approved by the Administrator, for a period of sixty (60) days or such period of time as the Administrator may determine in writing, the Administrator may exclude this concession from the contract and grant said concession to such other contractor as he may designate.
ARTICLE XXIII. NOTICES
Notices to the Government provided for herein shall be sufficient if sent by registered mail, postage prepaid, addressed to the Administrator of Civil Aeronautics, Department of Commerce, Washington, D. C.; and notices to the Company, if sent by registered mail, postage prepaid, addressed to the Company
at the Washington National Airport or to such other respective addresses as the parties may designate in writing from time to time.
ARTICLE XXIV. HEADINGS
The article headings are inserted in this Agreement only as a matter of convenience and for reference and in no way define, limit, or describe the scope or intent of any provision of this Agreement.
ARTICLE XXV. ADJUSTMENT OF MINIMUM GUARANTEE
In the event that the Company's performance of its obligations under this agreement is prevented or interrupted by strike, riot, storm, flood, act of God, or any act or state of war, or public emergency, or any other cause beyond the control of the Company and not caused by any act or failure to act by the Company, the minimum annual amount payable to the Government as set forth in Article III (c) shall be adjusted downward in a ratio of the number of days performance is prevented or interrupted bears to 365: Provided, however, That the first fourteen days during which such performance is prevented or interrupted shall not be counted for the purpose of making such adjustment.
ARTICLE XXVI. DEFINITIONS
As used in this Agreement, unless the context otherwise requires:
(1) The term "Administrator" shall mean the Administrator of Civil Aeronautics in the Department of Commerce or such other officer, agency or agencies of the Federal Government having a similar jurisdiction from time to time over the Airport;
(2) The term "Airport Director" as used in this agreement shall be construed as referring to the person designated and appointed by the Administrator as the official in charge of the Airport;
(3) The term "gross receipts" shall include all revenues derived by the Company from the operation of the taxicab service carrying passengers and their baggage originating at the Airport and from the Sight-Seeing Concession when operated by the Company.
(4) The term "metropolitan area of the City of Washington, D. C." shall include all suburban cities and towns located in the District of Columbia, Virginia and Maryland found as a part of the Commercial Zone of Washington, D. C. by order of the Interstate Commerce Commission, Ex Parte No. MC7 dated the 26th day of October 1937, as amended.
ARTICLE XXVII. INVALID PROVISIONS
It is further expressly understood and agreed by and between the parties hereto that in the event any covenant, condition, or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of any such covenant, condition, or provision shall in no way affect any other covenant, condition, or provision herein contained: Provided, That the invalidity of any such covenant, condition, or provision does not materially prejudice either the Company or the Government in their respective rights and obligations contained in the valid covenants, conditions, or provisions in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
I, Robert G. Thach, certify that I am the Secretary of AIRPORT TRANSPORT, INC., named as the Company in the foregoing Agreement and certify that Robert G. Thach and Moe Lerner, who signed said Agreement on behalf of the said Airport Transport, Inc., were the Vice President and Treasurer, respectively, of said corporation on the date they signed said Agreement; that said Agree