TRANSPORTATION NETWORK OPERATOR PERMIT

Transcription

1 TRANSPORTATION NETWORK OPERATOR PERMIT THIS PERMIT is issued this 25th day of November 2014, by the CITY AND COUNTY OF DENVER, a municipal corporation of the State of Colorado (the City ), Party of the First Part, and Lyft, Inc. (the Permittee ), Party of the Second Part. RECITALS: 1. The City owns and operates Denver International Airport ( DIA or the Airport ) and has the power to grant rights and privileges with respect to the Airport. 2. Permittee wishes to operate a Transportation Network Company ( TNC ) business providing TNC services to the traveling public at the Airport. Permittee s business uses a propriety digital network to connect passengers to Lyft drivers who undertake the transportation of passengers to and from the Airport s Jeppesen Terminal Building (the Terminal ). 3. Section 5-3 of the Denver Revised Municipal Code, as implemented by the Rules and Regulations for the Management, Operation, Control and use of the Denver Municipal Airport System ( Airport Rules ), requires a commercial operator to obtain a permit or concession agreement in order to conduct such business at the Airport. 4. The City is willing to grant Permittee the right to allow TNC Drivers to conduct certain business activities at the Airport, including picking up and discharging customers at the Jeppesen Terminal in designated vehicles, on the terms stated in this Permit. DEFINITIONS: "Transportation Network Company" ( TNC or TNC Operator) means a Corporation, partnership, sole proprietorship, or other entity, operating in Colorado, which uses a digital network to connect riders to drivers for the purpose of providing transportation. A Transportation Network Company does not provide taxi service, transportation service arranged through a transportation broker, ridesharing arrangements, as defined in Colorado Revised Statutes Section (1) (a) (ii), or any transportation service over fixed routes at regular intervals. "Transportation Network Company Driver" ( TNC Driver ) means an individual who uses his or her personal vehicle to provide services for riders matched through a transportation network company's digital network. "Transportation Network Company Vehicle" ( TNC Vehicle ) means a vehicle driven by a Transportation Network Driver to provide transportation to riders using the TNC s digital network. 1

2 PERMIT The City and Permittee agree as follows: 1. RIGHTS AND PRIVILEGES: A. The City grants to the Permittee a non-exclusive revocable permit to operate its TNC business utilizing smart phone mobile application technology ( Mobile App ) to connect passengers with TNC Drivers who transport such passengers and their personal baggage to and/or from the Airport in TNC Driver Vehicles, and to utilize an Airport approved virtual perimeter ( Geo-Fence ) or other technology acceptable to the Airport to track and report monthly activity of TNC Vehicles at the Airport subject to all the terms and conditions included or referred to in this Permit document. B. The TNC shall demonstrate to the Airport that it is capable of implementing a virtual perimeter of specific Airport property (See Exhibit A) and shall take all reasonable steps to ensure that all TNC drivers comply with all aspects of this Permit. The Airport reserves the right at its sole discretion to require this virtual perimeter technology to be used in the event of repeated violations of Airport staging policies. 2. FEES: A. For the privileges granted by this Permit, Permittee agrees to pay to the City a fee for each trip of each of the TNC vehicle trips through the roadways on the fourth or sixth levels of the Terminal in the amount of two dollars and fifteen cents ($2.15) per trip. A trip is defined as the unloading or loading of passengers at DIA. The unloading of passengers and then loading of passengers on the same visit to DIA shall be considered two separate trips. B. Permittee will also pay to the City a fee of Fifteen Dollars ($15.00) for each Airport trip made by each of the TNC vehicles in which that vehicle travels along any route or into any Loading or Unloading Area, which is not authorized b y t h i s P e r m i t o r A i r p o r t R u l e s, including but not limited to the Ground Transportation Holding Lot, Level 5 of the Main Terminal, Final Approach parking lots, Economy Parking Lots, and all Garage Parking facilities. When the City identifies instances in which TNC vehicles are travelling in such unauthorized areas, it will contact the Permittee and request payment of the fees described above. The City will attempt to make contact with the TNC driver who has violated this Section 2. B. to inform the driver about the violation committed. When the City identifies instances in which the TNC vehicles are travelling in such unauthorized areas it shall send the Permittee a written report identifying the (i) date, (ii) TNC driver or TNC vehicle, and (iii) type of violation, and requesting payment of the fees described above. The City also will attempt to make contact with the TNC driver who has violated this Section 2. B. to inform the driver about the violation committed. C. The Permittee will pay all trip fees and will pay all fees and charges 2

3 3. TERM: which it owes to the City under this Permit on a monthly basis, on or before the 30th day of the month following the month of the TNC activity. The Permittee shall mail payments with an invoice form acceptable to the City (See Exhibit B) to the Finance Office, Department of Aviation, Post Office Box , Denver, Colorado The Invoice Form shall include a certified statement (signed by a company officer or authorized representative of the TNC) of the number of trips taken by its TNC Drivers for the preceding calendar month. D. If the Manager of Aviation ( Chief Executive Officer of Denver International Airport or CEO ) gives written notice to the Permittee of another place to which Permittee shall deliver or mail its payments, Permittee will deliver or mail all subsequent payments to that location. The Permittee shall contact the CEO s authorized representative with any billing questions. E. Permittee will make all payments in legal tender of the United States by check or credit card or other form acceptable to the Airport. The City will receive any check given by Permittee subject to collection. If Permittee tenders to the City any check on which payment is refused for any reason, the City may thereafter refuse to accept payment by check from Permittee, and may require Permittee to make payments in some other form acceptable to the City. The Permittee will pay any charge incurred by the City for collection of any check which it gives to the City for any payment under this Permit. Any payment not made to the City when due (on or before the tenth day of the month following the preceding month of TNC activity) shall accrue interest at the rate of 18% per annum from such due date. Non- payment of fees may result in the cancellation of this permit along with any other remedies sought by the Airport. The term of this Permit will begin on the date stated on the first page, which is the date of its execution by the City, and will continue through and including the 31 st day of October 2016, unless it is terminated before that date or is renewed. 4. RULES AND REGULATIONS; POLICIES AND PROCEDURES: A. TNC Drivers while providing transportation services upon Airport premises shall comply with all a p p l i c a b l e laws of the United States and the State of Colorado (including but not limited to Colorado Public Utility Commission Rules and Regulations) and the Charter and Ordinances of the City and County of Denver. TNC Drivers will not use or permit Airport premises to be used for any purpose prohibited by the laws of the United States or the State of Colorado or by the Ordinances or Charter of the City and County of Denver, or for any purpose not specifically authorized by or in accordance with this Permit. B. TNC Drivers shall obey all Airport security rules and directives issued by the City (including the Denver Police Department), City s contractors (including but not limited to contract security personnel), or by the Transportation Security Administration. 3

4 C. With respect to passengers with disabilities, the Permittee and TNC Drivers affiliated with Permittee will throughout the term of this Permit be in compliance with the Colorado Transportation Network Company Act, codified at C.R.S et seq., and TNC Drivers affiliated with Permittee will be in compliance with all applicable requirements of the Americans With Disabilities Act ( ADA ) 42 USC et seq. D. The Permittee must pay all applicable fees set forth in this Permit.. Non-payment of fees to DIA may result in the termination of this permit along with any other legal remedies sought by the Airport. E. The Permittee acknowledges that TNC Drivers will experience direct interaction with airport customers and that therefore the highest standards of competence, integrity, reliability and courtesy are required. Documented or substantiated incident of rude behavior (including but not limited to public fighting, assaults, disturbance of the peace by word or conduct, and threats) by a TNC Driver towards the general public, City employees/contractors, or other ground transportation carriers may result in a penalty imposed by the City of One Hundred Dollars ($100.00) per occurrence. Written reports must be verified and signed by an airport official. F. Permittee s TNC Drivers will be required to display identification when serving DIA as directed by the CEO or his or her designee. Identification may include but not be limited to placards or other such signage. Identification may be displayed electronically if acceptable to Airport. 5. BOOKS OF ACCOUNT AND AUDITING A. Permittee shall keep, or make available for inspection in Permittee s offices upon 30 day written request, true and complete records of all business transacted at the airport, which includes all trips to and from DIA by TNC vehicles/drivers. Not later than February 28 of each and every year during the Term hereof, Permittee shall furnish to City a true and accurate statement of the business transacted during the preceding calendar year (f u r n i s h i n g t h e n u m b e r o f business transactions on a month-by-month basis). Business transacted means all drop offs and pick-ups completed by TNC vehicles at DIA. Such statement shall be furnished for every calendar year in which business was transacted under this Agreement during the whole or any part of the year. The above requirements for the annual statement may be modified by the CEO, in his or her sole discretion, if such modification is in the best interests of the City. B. Permittee agrees to establish and maintain a system of bookkeeping satisfactory to City's Auditor. Such system shall be kept, if applicable, in a manner as to allow each location of the Permittee's operations hereunder to be distinguished from all other locations or operations of Permittee. Permittee shall keep and preserve for at least three years, or until sooner audited by City, a ll evidence of business transacted for such period at the airport. The City's Auditor and CEO and their respective authorized representatives shall have the right to inspect or audit at the Permittee s office all of the books of account, statements, documents, 4

5 records, returns, papers and files of Permittee relating to the business transacted at the airport. Permittee, upon written request, shall make all such documents available for examination within the Denver metropolitan area; or shall pay in full, in advance, travel and related expenses of a City representative to travel to any location outside the Denver area for such examination. Following the travel, expenses shall be reconciled, and any difference between the advance payment and the actual expenses shall be paid by or refunded to Permittee as appropriate. Such documents shall be available to the City representative within 14 calendar days of the date of the written request. The parties agree that any delay in making available such records to the City will cause damages to the City which the parties agree are liquidated in the amount of $ per day for each day the records are unavailable beyond the date established as the City's notice. C. If City determines after an audit for any year that the business transacted shown by Permittee's statement for such year were understated, Permittee shall pay the amount of the deficiency plus interest at the Past Due Interest Rate. If the amount of business transacted was understated by more than 1%, Permittee shall pay to City the cost of the audit, in addition to the deficiency and interest. The City's right to perform such an audit shall expire three years after Permittee's statement for that year has been delivered to the City. 6. RESTRICTIONS: A. This Permit does not authorize Permittee s TNC vehicles to park on Airport property or to have an office or station on Airport property, except as otherwise authorized by this Permit, Airport Rules, or by separate authorization of the CEO or his or her authorized representative. Any commercial activity not expressly authorized under the terms of this Permit, expressly authorized by Airport Rules, or by separate authorization of the Manger of Aviation is expressly prohibited. B. The Permittee s TNC Drivers may use the Pikes Peak or Mt. Elbert parking lots as a waiting area for their passengers. All applicable parking fees must be paid by the Permittee s TNC Drivers. The Permittee s TNC Drivers are not allowed to stage vehicles in the Ground Transportation Holding Lot, Final Approach, or anywhere else on Airport property with the exception of the parking lots listed above. C. Neither the Permittee nor its TNC Drivers, agents, and employees shall solicit customers on Airport premises, nor engage in any activities at the Airport intended to persuade members of the public to utilize its vehicles and/or services except as otherwise specifically approved by the CEO or his or her designated representatives. Parties agree that solicitation does not include the use of Permittee s mobile application on airport premises by passengers and drivers. D. The meeting and greeting of passengers inside the Terminal and/or Concourses by TNC Drivers, agents or employees is prohibited. E. These restrictions are subject to the default provisions contained in this 5

6 permit. F. The security status of the Airport is subject to change without notice from time to time. As a result of a change in security status or in response to an emergency, changes may be made without advance notice in the operations of the Airport affecting ground transportation, notwithstanding the specific content of these Part 100 regulations or any attachments hereto. The operations affected may include, without limitation: designated Loading and Unloading areas and the amount of time allowed for vehicles to stand or dwell at curbside. Directives issued to airport users by any police officer, Ground Transportation Employee or Operations Employee pursuant to any such changed security status or emergency shall be obeyed. 7. ROADWAY ACCESS: 8. DEFAULT: A. Permittee s TNC Drivers shall not operate upon any commercial roadway at DIA including, but not limited to, Level 5 outside of the Jeppesen Main Terminal and the Ground Transportation Holding Lot. B. Permittee s TNC Drivers may pick up and drop off passengers on Levels 4 and 6 of DIA. C. No TNC Driver operating upon Airport property shall fail to obey any lawful directive of any police officer, Ground Transportation Employee, City Contractor, or Operations Employee. Authority is hereby vested in Ground Transportation Employees and Operations Employees to enforce these Part 100 regulations by taking all actions necessary or appropriate to carry out the functions assigned to them in these regulations, including, for example, controlling vehicular traffic upon the Airport, directing motor vehicle movements within commercial loading and unloading areas, and requiring the removal of motor vehicles from loading and unloading areas, in order to alleviate congestion. A. If Permittee defaults in payment of any amounts due under this Permit, or violates any provisions of this Permit or any law, rules or regulations applicable to Permittee s use of the Airport, the City will give written notice of such default. That notice will state the particulars of such default or violation. Permittee will have a period of fifteen days after the date of that notice in which to correct or cure its defaults and/or violations. If Permittee does not do so, the City shall have the right to terminate this Permit and revoke the right of Permittee to operate upon Airport premises, and to obtain payment of all amounts due, plus interest, from the performance bond or other surety, if any furnished by Permittee under Section 10 of this Permit. These rights of the City are in addition to all other legal rights the City may have. B. If this Permit is terminated, all sums owed the City under this Permit shall become immediately due and payable, no fees or charges paid by Permittee shall be refundable by the City. Additionally, the Permittee shall 6

7 not serve the airport without a valid Permit. C. The waiver by the City of performance of any provisions of this Permit shall not constitute a future waiver of performance of such provisions. 9. NO DISCRIMINATION: In connection with the performance of work under this Permit, the Permittee agrees not to fail or refuse to hire, nor to discharge, promote or demote, or to discriminate in matters of compensation, terms, conditions or privileges of employment against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability; and the Permittee further agrees to insert the foregoing provision in all subcontracts hereunder related to Permittee s business at the airport. 10. INSURANCE: A. The Permittee and their TNC Drivers shall obtain and keep in force during the entire term of this Agreement, including any extensions or renewals of this Agreement, all of the minimum insurance coverage forms and amounts set forth in this Permit and Exhibit C, which is incorporated into this Agreement by this reference. The Permittee shall submit to the City a fully completed and executed certificate of insurance (ACORD form or equivalent approved by the City) which specifies the issuing company or companies, policy numbers and policy periods for each required form of coverage. The certificates for each insurance policy shall be signed by a person authorized by the insurer to bind coverage on its behalf, and must be submitted to the City at the time the Permittee signs this Agreement. B. All certificates and any required endorsements must be received and approved by the City before any access commences. Each insurance policy required by this Agreement must be in effect at or prior to commencement of access under this Agreement and remain in effect for the duration of the Permit, including any extensions. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of the Permit. C. The City s acceptance of any submitted insurance certificate is subject to the approval of the City s Risk Management Administrator. All coverage requirements specified in the certificate shall be enforced unless waived or otherwise modified in writing by the City s Risk Management Administrator. D. TNC insurance coverage shall conform to the insurance provisions of the Colorado Revised Statutes ( CRS ) including CRS Registration-financial responsibility of transportation network companies, and any regulations promulgated by Colorado Public Utilities Commission ( PUC ) implementing these statutory provisions. The minimum amounts of insurance required may also be increased by the CEO in his or her sole discretion at any time during the term of this Permit. If minimum insurance amounts are increased by the CEO during the term of this Permit, the Permittee shall have thirty (30) days to comply with the increase in 7

8 coverages. The Permittee shall maintain, at its own expense, any additional kinds and amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Permit. E. The parties hereto understand and agree that the City and County of Denver, its officers, officials and employees, are relying on, and do not waive or intend to waive by any provisions of this agreement, the monetary limitations or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act, to 120, C.R.S., or otherwise available to the City and County of Denver, its officers, officials and employees. F. If Permittee s (or Permittee s TNC Driver s) insurance is cancelled, lapses or is not renewed, Permittee shall deliver to the City certificates showing the existence of replacement or renewal coverage. If Permittee does not do so, the City may on or after the effective date of the cancellation, expiration or other lapse of insurance coverage, without notice to Permittee, cancel the Permittee s Permit. 11. PERFORMANCE BONDS: The Permittee shall provide the City with a performance bond or other surety in the amount of Fifty Thousand Dollars and Zero Cents ($50,000.00). The Permittee will promptly deliver to and deposit with the CEO upon the execution of this Permit a cash deposit, preprinted company check, letter of credit, cashier s check, money order, or a valid corporate performance bond or such other acceptable surety, as first approved by the CEO, payable to Airport Revenue Fund without condition to the City and County of Denver. These deposits or surety shall guarantee to the City full and faithful performance of all of the terms and provisions of this Permit by the Permittee, including any amendments, supplements of extensions of the Permit. 12. TERMINATION FOR CONVENIENCE OF THE CITY: The CEO, upon giving a minimum of thirty (30) days written notice may terminate this permit, in whole or in part, for the convenience of the City. If this Permit is so terminated, the Permittee shall be liable for payments in accordance with the payment provisions of this Permit for amounts owed prior to the effective date of termination. 13. INDEMNIFICATION: Permittee shall release, defend, indemnify, and hold harmless the City, its officers, agents, officials, and employees from all claims, damages, suits, costs, expense, liability, actions, penalties or proceedings of any kind or nature whatsoever, including but not limited to loss of or damage to property, or injuries to or death of any person persons, including property and worker's compensation claims (collectively, Claims ), of or by anyone whomsoever, in any way resulting from, or arising out of, directly or indirectly, its operations in connection herewith or its use or occupancy of any portion of the Airport. This includes acts and omissions of officers, employees, TNC Drivers, officials, representatives, suppliers, invites, contractors, subcontractors, and agents of Permittee, provided that Permittee need not defend, release, indemnify, or hold harmless the City, its officers, officials, agents, and employees from damages 8

9 resulting from the sole negligence of the City's officers, officials, agents, and employees. The minimum insurance requirements prescribed herein shall not be deemed to limit or define the obligations of Permittee hereunder. 14. NOTICES: A. All notices required to be given to the City under this Permit shall be in writing and shall be sent by certified mail, return receipt requested, to the CEO, City and County of Denver, Denver International Airport, Airport Office Building, 8500 Pena Boulevard, Denver, Colorado B. All notices required to be given to Permittee hereunder shall be in writing and sent by certified mail, return receipt requested, addressed to: 15. DISPUTES: C. Either the City or the Permittee may from time to time designate in writing the address of substitute or supplementary persons within the State of Colorado to receive such notice. The effective date of service of any such notice shall be the date such notice is mailed or delivered to Permittee or the CEO as provided above. Disputes arising under or related to this Permit shall be resolved by administrative hearing which shall be conducted in accordance with the procedures set forth in Section 5-17, Revised Municipal Code of the City and County of Denver. The parties hereto agree that the CEO s determination resulting from said administrative hearing shall be final, subject only to the right of the parties hereto to appeal the determination under Colorado Rule of Civil Procedure COLORADO LAW AND VENUE: This Permit is made under and will be governed by the laws of the State of Colorado. Venue for any action arising from this Permit shall be in the District Court in and for the City and County of Denver. 17. ENTIRE AGREEMENT: Each party acknowledges that it has read this Permit, understands it, and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Permit. This Permit may not be modified or altered except by a written instrument duly executed by both parties. 9

10 18. NONDISCRIMINATION; FEDERAL REQUIREMENTS: This Permit is subject and subordinate to the terms, reservations, restrictions and conditions of any existing or future agreements between the City and the United States, the execution of which has been or may be required as a condition precedent to the transfer of federal rights or property to the City for Airport purposes, and the expenditure of federal funds for the extension, expansion or development of Denver s Airport System. The provisions of the attached Appendices 1, and 3 are incorporated herein by reference. Permittee is the party of the second part as referenced to in such appendices. 19. COLORADO OPEN RECORDS ACT: Permittee acknowledges that the City is subject to the provisions of the Colorado Open Records Act, Colorado Revised Statutes et seq. Permittee acknowledges that all documents provided by Permittee to the City for its possession under this Agreement may be subject to the provisions of the Colorado Open Records Act. Any other provision of this Agreement notwithstanding, including exhibits, attachments, and other documents incorporated into this Agreement by reference, all materials, records, and information provided by Permittee to the City shall be considered confidential by the City only to the extent provided in the Open Records Act, and Permittee agrees that any disclosure of information by the City consistent with the provisions of the Open Records Act shall result in no liability of the City. Permittee agrees that it will cooperate with the City in the event of a request for disclosure or a lawsuit arising under such act for the disclosure of any documents or information, which Permittee asserts is confidential and exempt from disclosure. A. In the event of a request to the City for disclosure of such information, time, and circumstances permitting, the City will make a good faith effort to promptly advise Permittee of such request in order to give Permittee the opportunity to object to the disclosure of any material Permittee may consider confidential, proprietary, or otherwise exempt from disclosure. In the event of the filing of a lawsuit to compel disclosure, the City will, when required, tender all such material to the court for judicial determination of the issue of disclosure. 20. BOND ORDINANCES: The Permit is in all respects subject and subordinate to any and all City bond ordinances applicable to DIA and to any other bond ordinances which should amend, supplement or replace such bond ordinances. The provisions of the attached Appendices 1 and 3 are incorporated herein by reference. Permittee is the party of the second part as referenced to in such appendices. 10

11 21. USE, POSSESSION OR SALE OF ALCOHOL OR DRUGS: The Permittee and Permittee s employees, agents, and TNC drivers affiliated with Permittee shall cooperate and comply with the provisions of the City and County of Denver Executive Order No. 94 and Attachment A thereto concerning the use, possession or sale of alcohol or drugs on airport property. 22. CITY SMOKING POLICY: Permittee acknowledges that smoking is not permitted in Airport buildings and facilities except for designated Airport Smoking Concessions, and TNC drivers affiliated with Permittee shall not smoke in indoor areas and within 15 feet of entryways of the Airport Premises, except as may otherwise be permitted by the Colorado Clean Indoor Air Act, C.R.S to 209. With respect to Permittee s operations at the Airport, Permittee and its officers, agents, and employees shall cooperate and comply with the provisions of the Denver Revised Municipal Code, to 317 et. seq., the Colorado Clean Indoor Air Act, C.R.S to 209, City s Executive Order No. 99 dated December 1, 1993, and Executive Order No. 13 dated July 31, SUSPENSION AND REVOCATION OF OPERATING PRIVILEGES The Permittee is responsible for the conduct and actions of TNC Drivers affiliated with Permittee, including compliance with applicable DIA Rules and Regulations. Any violation of DIA Rules and Regulations or any applicable Federal, State, or Local law by TNC Drivers may result in the suspension or revocation of t h e TNC d r i v e r s driving privileges at DIA. Upon notification by the Airport of a decision to suspend or revoke the TNC driver s driving privileges at DIA, the Permittee shall ensure that the suspended or revoked driver not be able to serve DIA during their period of suspension/revocation. If requested, Permittee will demonstrate to Airport that suspended/revoked drivers access to the airport via the Mobile App has been suspended/revoked. 24. SEVERABILITY: Should any paragraph or any subparagraph of this Permit be held invalid as a matter of law none of the remaining paragraphs or subparagraphs shall be affected thereby. 11

12

13 APPENDIX 1 STANDARD FEDERAL ASSURANCES ATTACHMENT 1 NOTE: As used below the term "contractor" shall mean and include the second party, and the term "sponsor" shall mean the "City". During the term of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1. 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, and Title 14, CFR, Part 152, Subpart E, 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. 2. Nondiscrimination. The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, creed, color, national origin, or sex in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by Title 49, Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontractors, Including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. 4. 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 sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the contractor shall so certify to the sponsor of the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance. In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract, the sponsor shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: a. Withholding of payments to the contractor under the contract until the contractor complies, and/or b. Cancellation, termination, or suspension of the contract, in whole or in part. 6. Incorporation of Provisions. The contractor shall include the provisions of paragraphs 1 through 5 in every subcontract, including procurements of materials and leases of 13

14 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 sponsor or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a 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 sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States. 7. The Contractor for itself, representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this agreement 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 Regulations may be amended. 8. The Contractor for itself, representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land: (1) that no person on the grounds of race, color, sex, creed or national origin 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 such land and the furnishing of services thereon, no person on the grounds of race, color, sex, creed or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (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. 9. NONDISCRIMINATION IN AIRPORT EMPLOYMENT OPPORTUNITIES The Contractor assures 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, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. It is unlawful for airport operators and their lessees, tenants, concessionaires and contractors to discriminate against any person because of race, color, national origin, sex, creed, or handicap in public services and employment opportunities. 14

15 APPENDIX NO. 3 NONDISCRIMINATION IN AIRPORT EMPLOYMENT OPPORTUNITIES The Party of the Second Part assures 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, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This Provision obligates the Party of the Second Part or its transferee for the period during which Federal assistance is to provide, or is in the form of personal property or real property or an interest herein or structures or improvements thereon. In these cases, this Provision obligates the Party of the Second Part 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. It is unlawful for airport operators and their lessees, tenants, concessionaires and contractors to discriminate against any person because of race, color, national origin, sex, creed, or handicap in public services and employment opportunities. 15