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HomeMy WebLinkAboutC22-064 Transportation Network Company OPERATING AGREEMENT TRANSPORTATION NETWORK COMPANY (TNC) FOR HIRE VEHICLE SERVICES AT THE EAGLE COUNTY REGIONAL AIRPORT This Operating Agreement (“Contract”), effective October 1, 2021, is made by and between Eagle County, Colorado, a body corporate and politic (“County”), and Uber, Inc. a corporation with its principal place of business at 1455 3rd Street, San Francisco, CA (“Operator”). W I T N E S S E T H : WHEREAS, the County owns, controls and operates the Eagle County Regional Airport (the "Airport") located at 217 Eldon Wilson Road, in the Town of Gypsum, State of Colorado, and is responsible for the regulation of ground transportation services utilized by the traveling public for access to and from the Airport commercial passenger terminal building and associated support facilities (collectively the “Terminal”); and WHEREAS, Operator is a Transportation Network Company (defined below) engaged in the business of connecting riders to drivers for the purpose of providing transportation services and desires to obtain access to designated Airport property for such purposes. NOW, THEREFORE, the Parties hereto, for and in consideration of the terms, conditions, and agreements contained herein, hereby agree as follows: ARTICLE 1. TERM OF THE CONTRACT Section 1.01 Term. The “Term” of the Contract shall commence on October 1, 2021, and continue for a period ending on December 31, 2022, subject to such earlier termination or renewal as provided for herein. Section 1.02 Contract Year. For the purpose of this Contract, “Contract Year” shall mean the period of time beginning from January 1 of each year and ending December 31 of the next year; provided, however, that the initial Contract Year shall be a shorter period, commencing on October 1, 2021 and continuing through December 31, 2022. Section 1.03 Renewal. Upon the expiration of the original Term, this Contract will be automatically renewed for additional one (1) year periods unless either County or Operator (each a “Party”) provides written notice not less than ninety (90) days before the end of the Term, that such party desires to terminate the Contract upon expiration. DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 2 ARTICLE 2. OPERATOR RIGHTS AND OBLIGATIONS Section 2.01 Non-Exclusive Rights Granted. County hereby grants to Operator a non-exclusive revocable right to operate as a “Transportation Network Company” or “TNC” to use its digital network to connect riders to drivers for the purpose of transporting passengers and baggage to and from the Terminal over designated Airport roadways. Nothing herein shall be construed to prevent County from authorizing other operators to render services similar to those provided under this Contract. A TNC is a corporation, partnership, sole proprietorship, other entity or any other application-based transportation provider that uses a digital application (the “mobile App”) or digital network to connect riders to drivers using their personal vehicles for the purpose of providing transportation. For purposes of this Contract, TNCs and similar ride-sharing networks that match riders with drivers on a prearranged basis will be classified as a Commercial Operator pursuant to the Rules and Regulations (defined below), regardless of how the Operator might otherwise classify itself. Section 2.02 TNC Driver and TNC Vehicle. “TNC Driver” shall mean an individual who uses his or her personal vehicle, to provide transportation services for riders matched through the Operator’s digital network. “TNC Vehicle” shall mean the vehicle that is used by a TNC Driver to offer transportation services for compensation through the Operator’s digital network. Section 2.03 Access To and Use of the Terminal. A. Passenger Drop-Off/Pick-Up. TNC Drivers shall wait, or stage, for requests for rides from passengers either within the Geo-Fence (defined below) or outside of Airport property, unless otherwise provided in the Rules and Regulations (defined below). Prior to entering the Airport to provide transportation services for compensation, either for a pick- up or a drop-off, and at all times while on Airport property each TNC Driver must have Operator’s mobile App for TNC Drivers running on his or her smartphone. The County has designated five (5) parking spots within a specific Geo-Fence on Airport property where TNC Drivers shall pick up and drop off passengers, as depicted in Exhibit A, attached hereto and made a part hereof. The boundary of the staging area depicted on Exhibit A shall coincide with the boundary of the GeoFence. The County may from time to time, in its sole discretion, designate a new area or areas on Airport property for TNC Drivers to wait for requests for rides from passengers (if any area is so designated) or to pick up or to drop off passengers. The County shall provide notice in writing to the Operator no less than ten (10) days before the effective date, including an updated Exhibit A and the proposed effective date of the change, following which such change shall be incorporated into this Contract without need for formal amendment to this Contract; provided, however, that if necessary to respond to an order or other determination of the Transportation Security Administration (“TSA”) or other governmental entity with jurisdiction over the Airport, County is required to change the designated sites for the pick-up or drop-off of passengers, Operator shall comply with any changes to such designated sites immediately upon receipt of notice from County (which notice may be oral, followed by confirmation in writing). TNC Drivers are permitted to pick-up and drop-off DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 3 passengers only at the appropriate designated area shown on Exhibit A, as amended from time to time. This Contract does not authorize Operator or TNC Drivers to park vehicles on Airport property or to have an office or station on Airport property except as explicitly provided herein. The approved traffic flow to and from the staging areas and pickup/drop off areas are also depicted in Exhibit A. B. Digital Decal. TNC Drivers shall maintain on his or her smartphone a “digital decal” while using the mobile App on Airport property that will be used as a substitute for a tangible Airport automated vehicle identification “AVI” tag. The digital decal will allow the County, at any and all times, to confirm the following information for any TNC Driver using the mobile App while operating on Airport property: (1) TNC Driver identify and color photo; (2) Vehicle make and model; (3) License plate number; (4) Certificates of insurance in accordance with state law; (5) An electric waybill. C. Waybills. In lieu of a physical waybill and as an explicit requirement of the County under this Contract, every passenger pick-up and drop-off shall be documented electronically immediately after the completion of the ride to which it relates. TNC Drivers shall, upon request, present a waybill to any Airport official for inspection. D. Signage. The County shall maintain signage at or near the Geo-Fence staging area shown on Exhibit A which identifies to TNC drivers where such staging area is located. The signage shall, at a minimum, display the following language: “TNC Staging Area”. Additionally, the County shall maintain appropriate wayfinding signage within the Airport Terminal indicating where the TNC Drivers’ passenger pick-up area is/are located. The signage shall, at a minimum, display the following language: “TNC Pick-up Area.” E. Geo-Fence. Operator hereby agrees to utilize a County-designated virtual perimeter (“Geo- Fence”) or other technology acceptable to County (in its sole discretion) to track and report all pick-up and drop-off activity that occurs on Airport property each month. Operator agrees to set the geometry of the Airport pick-up and drop-off zone Geo-Fence in accordance with the boundary of the staging area depicted on Exhibit A. County shall have the right to modify the designated Geo-Fence boundaries and Operator agrees to promptly adjust the Geo-Fence to any new area designated by County. Unless otherwise approved by County in writing, Operator’s Geo-Fence DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 4 shall prohibit TNC Drivers from accepting a pick-up request if the TNC Vehicle is located on Airport property but is outside of the Geo-Fence. F. Rules and Regulations. The Operator acknowledges that TNC Drivers will experience direct interaction with County’s customers and that the highest standards of competence, integrity, reliability, and courtesy are therefore required. In consideration of the benefits afforded to Operator as a result of being permitted to provide services for County and on Airport property, Operator agrees to comply with, and to advise TNC Drivers to comply with, the Eagle County Regional Airport Rules and Regulations for Commercial Ground Transportation adopted by County and as may be amended from time to time that are generally applicable to TNCs as operators of a commercial ground transportation businesses (the “Rules and Regulations”). County shall provide Operator with a copy of the Rules and Regulations and each amendment to the Rules and Regulations, and Operator shall ensure that each of TNC Drivers is provided with a copy of the Rules and Regulations, as amended from time to time. In addition, and not in limitation thereof, Operator agrees to comply with, and to advise TNC Drivers to comply with, the following terms and conditions of the Contract: (1) Operator shall conduct its business in a professional manner continuously during the Term of this Contract. Operator, for itself and its employees and contractors, including TNC Drivers, agrees it will not disturb any other tenant or concessionaire at the Airport, or other person using the Terminal, or make or permit any disturbance or any other noise, vibration, or other condition on or at the Airport. (2) Operator covenants and agrees that its personnel shall be, and Operator shall advise TNC Drivers to be, when on Airport property neat, clean, and courteous at all times. Operator shall not permit its personnel to conduct business or otherwise act in a loud, noisy, boisterous, or offensive manner, or to solicit business on Airport property in any manner whatsoever. TNC Drivers who violate any of Airport’s Rules and Regulations will be prohibited from accessing or using Airport property for commercial purposes. (3) TNC Drivers shall accept only rides booked through Operator’s digital network and shall not solicit or accept rides or accept street-hails. (4) TNC Drivers shall not solicit customers on Airport property or engage in any activities at the Terminal intended to persuade members of the public to utilize its vehicles or services. Use of the Operator’s mobile App on Airport property will not itself constitute solicitation within the meaning of this paragraph. (5) TNC Drivers shall not leave TNC Vehicles unattended at any time on Airport property or stop on roadways on Airport property while in driver mode (except in areas designated by County for the express purpose of picking up or dropping off passengers). TNC Drivers shall not park on any other property at the Airport. TNC DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 5 Drivers shall comply with any applicable Town of Gypsum rules or regulations concerning use of roadways, including those at the Airport. (6) TNC Drivers shall offer transportation services for compensation only. (7) TNC Drivers must display at least one Operator company identifier visible from no less than fifty (50) feet. To the extent that Operator uses any electronic medium for identification and/or advertising on TNC Vehicles, County shall have the right to review and approve the same. (8) All mobile Apps utilized by the Operator shall display for the customer the first name of TNC Driver, a photograph of the TNC Driver, and the make, model, and license plate number of the TNC Vehicle. (9) At all times, Operator shall comply and shall inform TNC Drivers of their obligation to comply with all applicable laws, ordinances, orders, directives, rules, codes, regulations and decrees of federal, state and local governmental entities and agencies, and their respective departments, agencies, authorities and boards (individually, a “Governmental Entity”, or collectively, “Governmental Entities”), and all grant assurances provided by the County to any federal or state Governmental Entity in connection with the County’s ownership or operation of the Airport, and all other applicable rules, regulations, policies, and procedures of County (including Airport Rules), as the same may be amended, modified or updated from time to time, including, but not limited to, those relating to health and safety, especially those pertaining to public safety such as safe driving practices, seat belts, and child seats/restraints in order to operate at the Airport. For purposes of this Agreement, the term “Governmental Entity” shall also mean and include, without limitation, Airport, Eagle County, Town of Gypsum, State of Colorado, U.S. Department of Transportation, Federal Aviation Administration, and Transportation Security Administration. (10) Upon any request of County personnel, Operator and TNC Driver s shall not fail to provide information, and shall not provide false information, to County personnel. Section 2.04 Taxes and Licenses; Violations. A. Licenses and Permits. Operator shall, at its own cost and expense, procure and keep in force, any and all licenses, registrations, certificates, and permits necessary to provide the services hereunder. B. Taxes. Operator shall pay all applicable taxes, including any sales or use taxes, license, certification, permit or examination fees and excises which may be assessed, levied, exacted or imposed by any governmental authorities having jurisdiction over Operator’s personal property, DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 6 operations, gross receipts, income, or on the rights or privileges granted to Operator by this Contract. Operator shall make and file all applications, reports and returns required in connection with any such taxes or fees. Operator shall have the right to protest such taxes in accordance with the procedures of the applicable jurisdiction. C. Traffic Violations. Subject to TNC Driver’s due process rights to challenge and/or appeal any issued traffic violations, TNC Driver shall pay all traffic violation notices issued by the Town of Gypsum TNC Vehicles. Section 2.05 Violations. Should Operator or any TNC Driver violate any provision of this Contract (each, a “Violation”), including without limitation, the Rules and Regulations incorporated by reference, County may take the following steps: A. For the first Violation by Operator or one of TNC Drivers, County shall provide written notice to the Operator. Operator shall take such steps as may be necessary to ensure that the applicable employee or contractor or TNC Driver is aware of the requirements of this Contract including, without limitation, the Rules and Regulations, and shall, if necessary, provide additional information to its employees and TNC Drivers to instruct them to comply with such requirements. B. For the second Violation by an Operator’s Driver, Operator shall pay County the sum of $100 as liquidated damages. C. For the second Violation by Operator, Operator shall pay the sum of $250 to County as liquidated damages. D. For the third Violation by an Operator’s Driver, Operator shall pay the sum of $500 to County as liquidated damages and such Operator’s Driver shall be barred from operating on Airport property and picking up or dropping of passengers at the Terminal for a period of one year. The Parties acknowledge and agree that it is difficult to assess the actual monetary damages that may accrue from such Violations by Operator’s Drivers and agree that the foregoing liquidated damages are reasonable. Operator agrees that it shall take such steps as may be necessary to ensure that the applicable Operator’s Driver does not operate on Airport property and pick up or drop off passengers at the Terminal for such one-year period. Failure of Operator to bar such operations by the applicable Operator’s Driver for such period may constitute an Event of Default under this Contract for which County may exercise its remedies under Section 6.01 of this Contract. E. The third Violation by Operator may constitute an Event of Default under this Contract for which County may exercise its remedies under Section 6.01 of this Contract. Section 2.06 Appeals. DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 7 A. If the Operator wishes to appeal a citation, an appeal must be filed within 15 calendar days from the date the citation was issued. An appeal may be presented in person, on the phone, or in writing for an immediate administrative review and the appellant shall provide any additional information to the County with its appeal. If the administrative review finds that the citation was issued in error, the citation will be dismissed with no further action required. If the administrative review finds that the citation should be reduced to a lesser offense, the appellant may agree and pay that amount or enter the formal appeal process. The appellant will be notified of the results of the administrative review within 15 calendar days of the filing of the appeal. The results of the administrative review shall be final. B. The County will take reasonable measures to include with the citation, officer field notes related to the citation, including: time, date, interaction with driver (if any) and details of infraction observed. Section 2.07 Customer Complaints. Operator shall maintain on its digital network or website an active customer service portal. Operator shall respond promptly to all customer inquiries and complaints and maintain a record of such inquiries and complaints and the response for a period of not less than one year from the date of such inquiry or complaint. County may access Operator’s records and from time to time, but not more than once per calendar year, unless there is a specific cause regarding a particular complaint, to review those customer complaints (redacted to protect confidential and personally identifiable information.). Section 2.08 Operating Hours. Operator shall endeavor to provide transportation services to/from the Terminal twenty-four (24) hours per day, seven (7) days per week unless otherwise approved in writing by County. Section 2.09 Representative of Operator. Operator shall provide the County with the name, address, telephone and email address for at least one qualified representative authorized to represent and act for Operator in matters pertaining to its operation, and shall keep County informed, in writing, of the identity of such person. ARTICLE 3. PAYMENT OF FEES AND CHARGES Section 3.01 Fees and Charges For the privileges granted by this Contract, Operator agrees to pay County the following fees and charges: A. Application Fee. Upon execution of this Contract, Operator agrees to pay County a non- refundable fee in the amount of $500.00 for charges related to administration and processing of the Contract. DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 8 B. Trip Fees. For the privilege of accessing Airport property for Operator’s commercial TNC operations, a per trip fee in the amount of $3.00 shall be assessed and paid to County for each pick- up or drop-off of a passenger or passengers from a TNC Vehicle that occurs within the area on Airport property designated on Exhibit A. Each pick-up and each drop-off shall be treated as a separate trip for purposes of payment of the per trip fee. For certainty, the unloading of passengers followed by the loading of different passengers on the same visit to the Airport shall be considered to be two separate trips. County reserves the right, in its sole discretion and upon reasonable written notice to Operator, to institute a consolidated fee for each pick-up and drop-off of one or more passengers by any TNC Driver on Airport property. C. Invoicing of Fees and Charges. Operator shall pay all fees and charges owed to County for the preceding month no later than the twentieth (20th) day of the following month. For purposes of this Contract, a “month” will be considered to begin on the first day of each calendar month and will conclude on the final day of that calendar month. If the Contract is executed and operations begin on some day other than the first day of a calendar month, the first payment of the Fees and Charges shall be prorated from the start date of operations under this Contract through the final day of that calendar month. Unless otherwise directed by County, Operator shall remit payment for all invoiced amounts directly to County. D. Reports. Operator shall, no later than the fifteenth (15th) day of each calendar month, submit to County a report detailing the total number of pick-ups and drop-offs made at the Airport in the preceding calendar month (“Operator Activity Report”). The Operator Activity Report shall be in an agreed-upon electronic format and shall be accurate at all times. (1) If there is a discrepancy between the data provided by Operator in its Operator Activity Reports and actual pick-ups and/or drop-offs made at the Airport and such data is within a five percent (5%) difference from Operator’s Activity Reports for that month, no additional payment will be due. However, if the difference for the month exceeds five percent (5%), the Operator agrees it will work collaboratively with County to understand the source of the discrepancy. If County determines in its reasonable discretion that County is owed additional payment, County will invoice the Operator for the additional amounts owed. Likewise, if the Parties determine that County was overpaid by Operator, County will either repay such amount to Operator within thirty (30) days or authorize a credit of such overpayment against future invoice(s). E. Interest, Penalties, and Late Charges. Without waiving any other right of action available to County in the event of default in payment of trip fees and charges hereunder, if Operator fails to make a payment within five (5) days of the due date, a late charge of $150 may be assessed by County. In addition, interest will be charged on all payments that are not paid when due at the rate of one and one-half percent (1.5%) per month. DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 9 Section 3.02 Maintenance of Books and Records A. Operator to Maintain Certain Books and Records. Operator shall maintain such books and records, including a record of all pick-ups and drop-offs of passengers at the Terminal, in accordance with generally accepted accounting principles as would normally be examined by an independent certified public accountant in performing an audit of Operator’s fees and charges collected under this Contract, in accordance with generally accepted auditing standards. B. Location of Books and Records. Operator may keep the books and records it is required to maintain at its corporate office and shall make such books and records available to County and its agents for inspection. Such books and records shall be retained by Operator for a period of no less than three (3) years following the end of the Contract Year to which such books and records relate (notwithstanding the expiration or earlier termination of this Contract). Operator shall also provide upon the written request of County, the name and telephone number of the Operator accounting manager who has a thorough knowledge of the accounting system as it pertains to this Contract and who will assist County with its audit. Section 3.03 County’s Right to Inspect and Audit A. County’s Right to Audit. County shall have the right, no more than once each calendar year, upon reasonable notice to Operator, to audit the corporate books and records to verify the accuracy of the number of pick-ups and drop-offs that occur on Airport property and/or payment of fees and charges paid to County for any Contract Year which ended no more than three (3) years prior to the date of commencement of such audit. Operator shall provide its complete records to County or its agents in support of such audit. Transactions lacking source documents may be subjected to additional scrutiny and a recommendation for recovery of any additional fees and charges associated with the missing documents or a decision to exclude any amount normally included as an allowable deduction. County or its auditor may make copies of records as necessary. B. Books and Records Available for Inspection. The books and records required to be maintained by Operator under Section 3.02 shall be made available for inspection by County or its duly authorized representative during business hours no later than fifteen (15) business days after Operator’s receipt of written notice from County. Operator shall either deliver such books and records in an electronic format reasonably satisfactory to County to the Terminal for examination by County or pay reasonable travel and accommodation expenses for County or its duly authorized representatives to travel to Operator’s corporate offices to conduct the audit. If Operator fails to make books and records available for inspection, County shall have the right to assess a penalty fee of $250 per day that will begin to accrue twenty (20) days after the date the written notice is mailed by County requesting access to the Operator’s books and records. County shall maintain a record showing the date the notice is mailed. DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 10 C. Fees and Interest if Underpayment Discovered by Audit/Overpayment Procedure. If, as a result of any audit performed under this Section, it is established that additional fees are due from Operator to County, Operator shall immediately, upon written demand from County, pay to County such fees, together with interest on the amount of such additional fees at the rate specified in Section 3.01(E) from the date such additional fees should have been paid. Further, if such audit establishes that Operator has understated and underpaid fees and charges for any Contract Year by five percent (5%) or more, then all reasonable costs of such audit, whether internal or external, shall be paid by Operator. If, as a result of any audit performed under this Section, it is established that fees were overpaid by Operator to County, County will either repay such amount to Operator within thirty (30) days or authorize a credit of such overpayment against future invoice(s). Inspection and Audit Rights Survive Expiration. County’s rights to inspect and audit the books and records of Operator shall survive the expiration or earlier termination of this Contract. Section 3.04 Loss of Business. County shall not be liable to Operator for any loss of business or revenues sustained by Operator as a result of any change in the operational requirements applicable to passenger drop-off/pick-up or any change in any procedure governing the Operator’s use of Airport property. ARTICLE 4. PERFORMANCE GUARANTEE Section 4.01 Reserved ARTICLE 5. INDEMNIFICATION AND INSURANCE Section 5.01 Indemnification. To the fullest extent permitted by law, Operator shall defend, indemnify, and hold County and its managers, members, agents, officers, and employees and the Eagle County Air Terminal Corporation and their respective officers, officials, agents, and employees (collectively, the “Indemnified Parties”) completely harmless from and against any and all claims, suits, demands, actions, liabilities, losses, damages, judgments, or fines, including all reasonable costs for investigation and defense thereof (including, but not limited to, reasonable attorney’s fees, court costs, and expert fees) of any nature whatsoever to the extent arising out of Operator’s negligent acts or omissions or willful misconduct on Airport property under this Contract, or in its use or occupancy of Airport property pursuant to this Contract, by the Operator and its employees, officers, agents and anyone directly or indirectly employed by any of them (collectively, the “Operator Parties”), regardless of where the injury, death, or damage may occur, except to the extent such injury, death, or damage is caused by the negligent act or omission or willful misconduct of an Indemnified Party. An Indemnified Party shall give Operator reasonable notice of, and an opportunity to defend against, any such claims or actions. Operator shall give County written notice of any matter covered herein and shall forward to County every demand, notice, summons, or other process received in any claim or legal proceeding covered hereby. DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 11 Operator’s duty to defend, indemnify, and hold the Indemnified Parties harmless shall include, as to all claims, demands, losses, and liability to which it applies, Indemnified Parties’ reasonable attorneys’ and experts’ fees, court costs, and all other claim-related expenses. Operator is liable to County for losses to County’s property sustained through any fraudulent or dishonest act or acts committed by any Operator Party, acting alone or in collusion pursuant to or in connection with the access, rights and obligations granted under this Agreement. Such acts include, but are not limited to, actual destruction, disappearance, or wrongful abstraction of property, money, or securities. Section 5.02 Insurance A. Insurance Coverages. Operator shall procure and maintain during the Term of the Contract the following insurance coverage from an insurance company or companies possessing a rating of A- VII or higher from the A.M. Best Company or an equivalent rating service, covering all operations under this Contract (including incidents involving TNC Drivers during a prearranged ride). EAGLE COUNTY AND THE EAGLE COUNTY AIR TERMINAL CORPORATION SHALL EACH BE ADDED AS AN ADDITIONAL INSURED VIA BLANKET ENDORSEMENT ON ALL LIABILITY POLICIES. All of the insurance policies required of Operator hereunder shall contain a waiver of subrogation provision to waive all rights of recovery under subrogation or otherwise against County. Operator shall advise County of any cancellation, non-renewal, or material change in any policy within thirty (30) business days of notification of such action. All of the policies required of Operator shall be primary and Operator agrees that any insurance maintained by County shall be non-contributing with respect to Operator’s insurance. (1) Commercial Automobile Liability. Commercial Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000) for each accident for bodily injury, and property damage, and Uninsured and Underinsured Motorist Coverage (UM/UIM) with limits in accordance with state law, shall apply to vehicles operated by TNC Drivers while: (a) The TNC Driver is located on Airport property during the course of providing an accepted trip including the picking-up and dropping-off of passenger(s); (b) The TNC Driver is located on Airport property immediately following the conclusion of a requested trip and while in the course of exiting Airport property; and (c) The TNC Driver has logged into the mobile App controlled by the Operator and is “available to receive requests” for transportation services from passengers DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 12 using the mobile App and the TNC Driver is located on Airport property. Note: “Available to receive requests” means the mobile App is in a state such that an applicable request would be transmitted to the TNC Driver’s smartphone for acceptance by the TNC Driver. (2) Commercial General Liability. Insurance shall be written on a form at least as broad as the ISO CG 00 01 with a limit of not less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) in the aggregate, for liability from bodily injury, personal injury, and property damage. All vehicles operated by TNC Drivers must be included under Operator’s Commercial Automobile Liability Policy or covered by endorsement; and all employees of Operator must be covered under Operator’s Commercial General Liability Policy. The limits of the foregoing insurance shall not, in any way, limit the liability of Operator under the terms of this Contract. In addition, the required insurance policies are primary insurance without any right of contribution from any other insurance held by County with respect to any claims arising out of this Contract. B. Insurance Requirements. By requiring insurance herein, County does not represent that coverage and limits will necessarily be adequate to protect Operator or TNC Drivers and such coverage and limits shall not be deemed as a limitation on Operator’s liability under this Contract. Further, should agencies of the United States Government, the State of Colorado or other governmental agencies require or modify insurance requirements to amounts greater than those set by County, it shall be the Operator’s responsibility to obtain such coverage as may be required without notification from County. Operator may use commercial umbrella/excess liability insurance so that Operator has the flexibility to select the best combination of primary and excess limits to meet the total insurance limits required by this Contract. To the extent not inconsistent with state law or regulation, County reserves the right at any time throughout the Term of the Contract to adjust the aforementioned insurance requirements upon not less than thirty (30) days’ written notice to Operator, if, in County’s reasonable judgment, the insurance required by the Contract is deemed inadequate to properly protect County’s interests. C. No Waiver. The failure of County at any time to enforce the insurance provisions, to demand such certificate or other evidence of full compliance with the insurance requirements, or to identify a deficiency from evidence that is provided shall not constitute a waiver of those provisions nor in any respect reduce the obligations of Operator to maintain such insurance or to defend and hold County harmless with respect to any items of injury or damage covered by this Contract. D. Certificate of Insurance. Operator shall provide County with a valid certificate of insurance upon execution of this Contract and prior to renewal, exhibiting coverage as required by the DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 13 foregoing terms and conditions. The Certificate of Insurance shall be provided on the industry standard form (ACORD 25) or other form acceptable to County. ARTICLE 6. DEFAULT AND TERMINATION Section 6.01 Default and Termination A. Events of Default. The following events shall constitute an event of default: (1) If an event of insolvency of Operator should occur, including, but not limited to, the filing of a petition in bankruptcy for or against the Operator, or an assignment for the benefit of creditors; (2) Operator’s interest in this Contract is assigned by operation of law; (3) If Operator fails to maintain insurance in force as required by Section 5.02 of this Contract; (4) If Operator fails to make any payments due under this Contract within the time periods set forth in this Contract; (5) If Operator has three or more Violations of this Contract, as set forth under Section 2.05(E) hereof; (6) If Operator fails to perform any of its other obligations under the Contract other than those set forth above and the failure continues for fifteen (15) business days after written notice by County of such failure. B. Notice of Termination for Default. If an event of default occurs, County may give the Operator a notice of termination of this Contract. Such notice shall specify the termination date and the reason for the notice. Such termination cannot occur unless a notice of termination has been served upon Operator relating specifically to the default for which the Contract is being terminated. C. Termination for Convenience. Either Party, if not in default, shall have the right to terminate this Contract without cause upon Thirty (30) days’ notice given in writing. D. Termination of Operations. At the termination date, as provided in Sections 6.01(B) or (C) above or for non-renewal under Section 1.03, the Term of this Contract shall expire and all of the DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 14 rights and interests of Operator under this Contract, including the right to offer transportation services for compensation on Airport property, shall immediately end. E. Other Remedies. County’s rights and remedies set forth herein shall be in addition to any other right and remedy now and hereafter provided by law. All rights and remedies shall be cumulative and not exclusive of each other. No delay by County in exercising a right or remedy shall constitute a waiver or acquiescence to the default. No waiver of a default shall be effective unless it is in writing. No waiver of a default shall extend or affect any other default or impair any right or remedy with respect thereto. F. Damages. County shall not be liable for any damage, including, but not limited to, loss of profit, and Operator shall not make a claim of any kind whatsoever against County, its agents or representatives, by reason of any action taken pursuant to this Section. G. Bankruptcy. To the extent that County’s right to terminate this Contract is determined to be unenforceable under the United States Bankruptcy Code, as amended from time to time (the “Code”), or under any other statute, then Operator and any trustee who may be appointed agree: (1) to perform promptly every obligation of Operator under this Contract until this Contract is either rejected, assumed or deemed rejected under the Code; (2) to pay on a current basis, as set forth herein, the monthly payments; (3) to reject or assume this Contract within sixty (60) days of a filing of a petition under the Code; (4) to give County at least forty-five (45) days prior written notice of any proceeding relating to assumption of this Contract; (5) to cure or provide adequate assurance of a prompt cure of any Default of Operator under this Contract; (6) to provide County adequate assurance of future performance under the Contract. ARTICLE 7. GENERAL PROVISIONS Section 7.01 Amendment of the Contract. Except as expressly provided herein, all amendments to this Contract must be in writing and signed by both Operator and County. This Contract may not be changed or terminated orally. All changes and terminations must be in writing and provided to each party in accordance with the notice requirements in Section 7.07. Section 7.02 Severability. If any provision of this Contract or the application of any provision of this Contract to any person or circumstances is found to be invalid or unenforceable to any extent, such provision shall be excluded to the extent of such invalidity or unenforceability, and the remainder of this Contract or the application of such provision to persons or circumstances other than those to which it is invalid or unenforceable, shall not be affected thereby and each provision of this Contract shall remain in full force and effect. Section 7.03 Assignment; Successors or Assigns. Operator shall have no right to assign its rights and obligations in this Contract without County’s prior written consent, which may be granted or DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 15 denied in County’s sole discretion. Except as otherwise provided, this Contract shall bind and inure to the benefit of the parties and their respective successors, representatives, heirs, and assigns. County may assign this Contract to any successor to County as operator or lessee of the Terminal without Operator’s consent. Section 7.04 Waiver of Performance. The failure of either party to insist, in any one or more instances, upon a strict performance by the other of any of the provisions, terms, covenants, reservations, conditions, or stipulations contained in this Contract, shall not be considered a waiver or relinquishment thereof, but the same shall continue and remain in full force and effect, and no waiver by either party of any provision, term, covenant, reservation, condition or stipulation hereunder shall be deemed to have been made in any instance unless expressed in writing and agreed to by the parties. Section 7.05 Security. Operator shall inform TNC Drivers of their obligation to comply with any and all existing and future security regulations or security plan adopted by the County or the Eagle County Air Terminal Corporation pursuant to requirements of the Transportation Security Administration (“TSA”) or Part 107, Federal Air Regulations of the FAA, as it may be amended from time to time, as well as all applicable airfield and other security-related requirements established by the FAA, TSA and/or County. Section 7.06 Violation of FAA or TSA Security Regulations. Should Operator, TNC Drivers, its employees, authorized agents or representatives, contractors, or subcontractors violate any FAA regulation or TSA regulation relating to airport security, Operator shall immediately make every reasonable effort to take permanent corrective action. Should County be required to pay a penalty or fine to the federal government for a violation caused by Operator, TNC Drivers, its employees, authorized agents or representatives, contractors or subcontractors, Operator shall reimburse County for the amount of said penalty or fine within fifteen (15) days of receipt of notice of such fine. County shall provide notice to Operator of any violations that it considers to be the responsibility of Operator. Section 7.07 Effect of Other Terms and Conditions of the Contract. Any greater obligations on Operator, or further protections provided to County, under this provision shall prevail over any terms or conditions in this Contract which are less stringent upon Operator, create less protection for County, or are contradictory or inconsistent with this paragraph. Section 7.08 Notices. All notices to be given to the Parties hereto shall be in writing and shall be properly given when personally delivered to the specific address and left with a responsible person, or delivered by overnight service such as Federal Express and, in both instances, proof of delivery is obtained, or when sent by facsimile to the facsimile numbers listed below, or when sent by registered or certified mail addressed to the parties at their respective addresses herein below given. The parties may change the information below upon ten (10) days written notice given as herein DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 16 specified. The date of notice shall be deemed, when notice is mailed, to be the date of mailing so long as the U.S. Postal Service certifies actual delivery. A refusal of an overnight service or registered or certified mail notice shall constitute actual delivery hereunder. (1) To County: Aviation Director Eagle County Government P.O. Box 850 Eagle, Colorado 81631 Phone: (970) 328-2680 Fax: (970) 328-2687 Copy to: Eagle County Attorney's Office P.O. Box 850 Eagle, CO 81631 Phone: (970) 328-8685 FAX: (970) 328-8699 (2) To Operator: Uber, Inc. Niraj Patel 1455 3rd St, San Francisco, CA 94158 w/ electronic copy to niraj@uber.com Section 7.09 Choice of Law. This Contract shall be governed by the laws of the state of Colorado. Venue for any dispute arising out of or concerning this Contract shall be proper and lie exclusively in Eagle County, Colorado. Section 7.10 Personal Liability. Each Party agrees that no director, officer, employee, representative, or agent of the other Party shall be personally liable for the satisfaction of such Party’s obligations under this Contract. Section 7.11 Entire Agreement. This Contract, including the Exhibits attached hereto, constitutes the entire agreement between the parties and supersedes all prior written and oral agreements and negotiations between the parties relating to the subject matter hereto. There are no representations, warranties, or stipulations either oral or written not herein contained. Section 7.12 Confidentiality of Records. Any information that Operator makes available to County pursuant to this Contract that Operator marks confidential and proprietary (“Operator’s confidential information”) shall not be disclosed to anyone without Operator's express written permission unless required to be disclosed by applicable law or a court order, including without limitation the requirements of the Colorado Open Records Act (“CORA”). County shall endeavor DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 17 to notify Operator of such requirement promptly prior to disclosure and provided further that County shall make reasonable efforts to limit disclosure pursuant to any available grounds set forth in CORA. If County determines that it must disclose such information, then County will use reasonable efforts to provide notice to Operator five (5) business days prior to the proposed disclosure such that Operator may seek court intervention concerning the potential disclosure of Operator’s confidential information. If County is required to release Operator’s confidential information, it nevertheless shall use any available authorities to redact personal or business confidential information designated by Operator from such records to the extent consistent with applicable law. Notwithstanding the foregoing, Operator acknowledges that this Contract will be posted on the County’s public agenda and that once approved by the County, the Contract will be stored in a database accessible by the general public. Section 7.13 Inconvenience During Construction. Operator recognizes that from time to time during the Term of this Contract, it may be necessary for County to commence or complete programs of construction, expansion, relocation, maintenance and repair in order that the Airport and its facilities may be completed and operated as the County determines, and that such construction, expansion, relocation, maintenance and repair may inconvenience Operator in its operation at the Airport. Operator agrees that no liability shall attach to County, its officers, agents, employees, contractors, subcontractors and representatives by way of such inconveniences, and Operator waives any right to claim damages or other consideration therefrom, except for claims for damages caused by the sole negligence of the County and its officers, agents and employees. ARTICLE 8 REQUIRED COUNTY PROVISIONS Notwithstanding any provision in this Contract to the contrary, to the extent applicable, the following provisions shall be for the benefit of the County: Section 8.01 Subordination. This Contract shall be subject and subordinate to all applicable Grant Assurance obligations the County has to the Federal Government; this Contract is subject and subordinate to the provisions of any existing or future agreement between County and the United States of America or the State of Colorado (the “State”) relative to the operation or maintenance of the Terminal or the Airport, the execution of which has been or may be required as a condition precedent to the provision of funds for the development of the Airport, including but not limited to the County’s Grant Assurance obligations to the Federal Government, or to any security requirements of State or Federal Government, including temporary security procedures or instructions. Section 8.02 Required Federal Provisions. A. Operator shall comply with the Required Federal Provisions attached as Exhibit B hereto, as applicable, as such provisions may be amended by the FAA from time to time. DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 18 B. If and to the extent that County is obligated to undertake an Airport Concession Disadvantaged Business Enterprise (“ACDBE”) program consistent with 49 CFR Part 23, to the extent that County reasonably determines that this Contract constitutes a “concession” under Part 23, Operator will use diligent efforts to comply with any ACDBE program adopted by County and, in the meantime, it will use appropriate outreach steps to encourage available ACDBEs to participate as concessionaires whenever there is a concession opportunity. C. County Non-Discrimination Requirement. It is the policy of the County to reject discrimination which denies equal treatment to any individual because of his or her race, creed, color, national origin, families with children, sex, marital status, sexual orientation, age, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability. These laws protect against specific forms of discrimination in employment, credit transactions, public accommodation, housing, county facilities and services, and County contracts. Execution of this Contract constitutes a certification by Operator of Operator’s compliance with the requirements of this Section. If Operator is found to have violated this provision, or knowingly furnished false or misleading information, this Contract may be subject to a declaration of default and termination at the County’s discretion after the expiration of all applicable notice and cure periods. This provision shall not affect Operator's obligations under other Federal, State, or local laws against discrimination. Section 8.03 Rights Forfeited. If Operator fails to undertake or continuously provide the operations and/or services required by this Contract on Airport property for a period of greater than sixty (60) consecutive days, County may terminate this Contract by providing the Operator with no less than fifteen (15) days’ prior written notice to Operator of the termination date. Section 8.04 Compliance with Law. Operator shall, and shall cause its employees and contractors, and shall advise TNC Drivers, to comply with all local, County, State, and Federal laws, ordinances and regulations, as well as County’s Rules and Regulations and all other Airport regulations and orders, applicable to Operator’s operations under this Contract. ///REMAINDER OF PAGE INTENTIONALLY BLANK/// DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 19 IN WITNESS WHEREOF, the Parties hereto have executed this Contract as of the date first shown above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Jeanne McQueeney, Chair Attest: By: _________________________________ Regina O’Brien, Clerk to the Board OPERATOR By: ________________________________ Name: ________________________________ Title: ________________________________ Date: _________________________________ DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 Niraj Patel 1/27/2022 Director, Central Operations EXHIBIT A Pick-up and Drop-off Location DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 Staging Area DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 Approved Route from Staging Area to Pick-up Approved Route from Pick-up/Drop off to Exit Airport DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 EXHIBIT B Required Federal Provisions A. During the performance of this contract, Operator, for itself, its assignees, and successors in interest (hereinafter collectively referred to as “Operator”) agrees as follows: 1. Compliance with Regulations: The Operator will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. 2. Non-discrimination: Operator, with regard to the work performed by it during the term of this Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of contractors, including procurements of materials and leases of equipment. Operator will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitations for Agreements, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by Operator for work to be performed under this Agreement, including procurements of materials, or leases of equipment, each potential contractor or supplier will be notified by Operator of Operator’s obligations under this Agreement and the Nondiscrimination Acts And Authorities on the grounds of race, color, or national origin. 4. Information and Reports: Operator will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by County or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts And Authorities and instructions. Where any information required of Operator is in the exclusive possession of another who fails or refuses to furnish the information, Operator will so certify to County or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of Operator’s noncompliance with the Non-discrimination provisions of this contract, County will impose such sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to cancelling, terminating, or suspending the Agreement, in whole or in part. 6. Incorporation of Provisions: Operator will include the provisions of paragraphs one through six of this Exhibit C, Section (A) in every contract, including DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 2 procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. Operator will take action with respect to any contract or procurement as County or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Operator becomes involved in, or is threatened with litigation by a contractor, or supplier because of such direction, Operator may request County to enter into any litigation to protect the interests of County. In addition, Operator may request the United States to enter into the litigation to protect the interests of the United States. B. Operator for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that in the event facilities are constructed, maintained, or otherwise operated on the property described in this Agreement for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, Operator will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. C. Operator for itself, its heirs, personal 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 (1) no person on the ground of race, color, or national origin, will 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 ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (3) that the Operator will furnish its services in compliance with all other requirements imposed by or pursuant to the List of discrimination Acts And Authorities. D. During the performance of this Agreement, Operator, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities, as applicable; including but not limited to: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); ii. 49 CFR Part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); iii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 3 persons displaced or whose property has been acquired because of Federal or Federal- aid programs and projects); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; v. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub- recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR Parts 37 and 38; ix. The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); x. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non- discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 4 at 74087 to 74100); and xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.). E. Operator agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If Operator transfers its obligation to another, the transferee is obligated in the same manner as Operator. This provision obligates Operator for the period during which the property is owned, used or possessed by Operator and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. F. In the event of breach of any of the above Nondiscrimination covenants, County will have the right to terminate the Agreement. G. This Agreement incorporates by reference the provisions of 29 CFR Part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. Operator has full responsibility to monitor compliance to the referenced statute or regulation. Operator must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. H. This Agreement incorporates by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Operator must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. Operator retains full responsibility to monitor its compliance and any subcontractor’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Operator must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. I. Operator agrees that it shall insert the above eight provisions (Section (A) through Section (H)) in any agreement by which Operator grants a right or privilege to any person, firm, or corporation to render accommodations and/or services to the public under this Agreement and shall require each of TNC Drivers to comply with each of such requirements. J. Operator agrees to furnish service on a fair, equal, and not unjustly discriminatory basis to all users thereof, and to charge fair, reasonable, and not unjustly discriminatory prices for each unit or service; provided that Operator may be allowed to make DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492 5 reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. (Grant Assurance 22) K. It is hereby specifically understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right to provide aeronautical services to the public as prohibited by the Grant Assurances, and County reserves the right to grant to others the privilege and right of conducting any one or all activities of an aeronautical nature. (Grant Assurance 23) L. County reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or view of Operator, and without interference or hindrance. (FAA Order 5190.6B) M. County reserves the right, but shall not be obligated to Operator, to maintain and keep in repair the landing area of the Airport and all publicly-owned facilities of the Airport, together with the right to direct and control all activities of Operator in this regard. (FAA Order 5190.6B) N. This Agreement shall be subordinate to the provisions of and requirements of any existing or future agreement between County and the United States, relative to the development, operation, or maintenance of the Airport. (FAA Order 5190.6B) O. Operator agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event any future structure or building is planned in furtherance of this Contract, or in the event of any planned modification or alteration of any present or future building or structure in furtherance of this Agreement. (FAA Order 5190.6B) P. It is clearly understood by Operator that no right or privilege has been granted which would operate to prevent any person, firm, or corporation operating aircraft on the Airport from performing any services on its own aircraft with its own regular employees (including but not limited to, maintenance and repair) that it may choose to perform. (Grant Assurance 22(f)). DocuSign Envelope ID: A0EBE6C9-E2D6-46F1-B33A-1B484527D492