HomeMy WebLinkAboutResolution - 2024-R0095 - Turo Inc., Peer-To-Peer Vehicle Sharing, LBK Preston Smith International Airport - 02/27/2024Resolution No. 2024-R0095
Item No. 7.18
February 27, 2024
RESOLUTYON
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BE IT RESOLVED BY THE CITY COUNCTL O� THE CTTY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute
for and on behalf of the City of Lubbock, an Agreement, by and between the City of Lubbock
and Turo, Inc. for Peer-to-Peer Car Sharing Service at the Lubbock Preston Smith International
Airport, and related documents. Said Agreement is attached hereto and incorporated in this
resolution as if fully set forth herein and shall be included in the minutes of the City Council.
Passed by the City Council on February 27, 2024
APPROVED AS `I'O CON1'1?N"1�:
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ill Howerton, Deputy City Manager
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Mitchell a terwh e, �irst Assistant City Attorncy
ccdocs IIIRES.Agrmt-Turo, lnc.
February 9, 2024
Lourtney raz, L�ty secretary
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Resolution No. 2024-R0095
TURO INC. PEER-TO-PEER CAR SHARING AGREEMENT
THIS Peer to Peer Car Sharing Agreement is entered into on this 1St day of March, 2024 ("Effective
Date"), by and between the CITY OF LUBBOCK, TEXAS, a municipal corporation existing under the laws of
the State of Texas ("City"), and TURO INC., a Delaware corporation ("Turo"). City and Turo may sometimes
be referred to herein as "party" or collectively as "parties".
WHEREAS, City owns and operates the Lubbock Preston Smith International Airport ("Airport"),
located in Lubbock County, Texas; and
WHEREAS, Turo desires to enable its Peer-to-Peer Vehicle Sharing Service (as defined herein) at
the Airport; and
WHEREAS, City has agreed to allow Turo to offer a Peer-to-Peer Vehicle Sharing Service at the
Airport subject to the terms, covenants, and conditions of this Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein
contained, and other good and valuable- consideration, the receipt of which the parties hereby expressly
acknowledge, the parties hereto covenant and agree to the following terms, covenants, and conditions:
ARTICLE 1
DEFINITIONS
A. "Peer-to-Peer Vehicle Sharing Service" shall mean the authorized use of a vehicle by an
individual other than the vehicle's Owner through an internet-booking platform that connects motor
vehicle Owners with drivers to enable the sharing of motor vehicles for financial consideration.
6. "Agreement" shall mean the City Council authorizing the authority to grant this
Agreement to Turo to offer Peer-to-Peer Vehicle Sharing Service.
C. "Shared Vehicle Driver" or "Drivers" shall mean an individual who has been authorized to
drive a Shared Vehicle by a Shared Vehicle Owner under a Vehicle sharing agreement.
D. "Shared Vehicle Owner" or "Owners" shall mean the registered Owner(s), or a person
designated by a registered Owner, of a vehicle made available-to Shared Vehicle Drivers through a Peer-
to-Peer Vehicle Sharing Service program.
E. "Shared Vehicle" or "Vehicles" shall mean a motor vehicle that is available for sharing
through a Peer- to-Peer Vehicle Sharing Service.
ARTICLE 2
NON-EXCLUSIVE AGREEMENT
A. Subject to the terms of this Agreement, City hereby grants a revocable, non-exclusive
privilege to Turo to enable its Peer-to-Peer Vehicle Sharing Service for Owners to deliver vehicles at the
Airport.
B. Turo, Shared Vehicle Owners and Shared Vehicle Drivers shall use the Airport Terminal
Parking Lot or Airport Shelter Park Parking Lot in the same manner as any other Airport customer, in which
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they will drop off and pdk up the Shared Vehicle in the Airport Terminal Parking Lot or Airport Shelter
Park Pa�king Lot (Exhibit 1) and be responsible for any applicable parking fees.
C. Turo, Shared Vehicle Owners, and Shared Vehicle Drivers may also conduct Owner and
Driver attended drop-offs and pick-ups of Shared Vehicles ("Attended Vehicle Exchanges") at the terminal
building curb area prior to Door 1(Exhibit 2), which location shall be determined from time-to-time solely
by the City provided, however that (i) such Attended Vehicle Exchanges shall not exceed five (5) minutes,
and (ii) Turo, Shared Vehicle Owners and Shared Vehicle Drivers entire Attended Vehicle Exchange takes
place at the terminal build ing curb area priorto Door 1(Exhibit 2). Vehicles left unattended in the terminal
building curb area prior to Door 1(Exhibit 2) or any other unauthorized area may be ticketed and/or
towed by the City at any time. Any vehicle towed or impounded shall be recovered by the Shared Vehicle
Owner at their sole cost.
D. The City reserves the right at its sole discretion to reassign the Designated
Location (Exhibit 2) for Attended Vehicle Exchanges at the Airport, or to terminate all Designated
locations for Attended Vehicle Exchanges at the Airport at any time following thirty (30) days written notice
to Turo, or immediately if the City is compelled to for good reason due to security, repairs,
construction, or other good cause. The City will make reasonable efforts to accommodate a Designated
Location in another area, if possible.
E. Upon request, each Shared Vehicle Owner shall provide to City, including its Ground
Transportation Agents, the following information:
• Valid Driver's license
• Current Shared Vehicle registration and license
• Shared Vehicle make and model
• Current evidence of automobile insurance, in accordance with this Agreement
• Electronic record of the Shared Vehicle reservation listing the Airport
• Customer's name and the time scheduled for the Exchange of the Shared Vehicle
• Location of Exchange for the Shared Vehicle.
F. Failure to accurately, and on a timely basis report vehicle activity at the Airport, shall
subject Turo to revocation of this Agreement as set forth herein.
G. A Shared Vehicle with a license plate that exempts it from Parking Lot fees (Disabled
Veteran, Purple Heart, Medal of Honor, and Prisoner of War) will not be eligible for the fee exemption
when not driven by that Shared Vehicle's registered owner.
H. Turo, Shared Vehicle Owners, and Shared Vehicle Drivers shall always comply with orders
and directives from the City's police, security, traffic/parking officers, and airport officials.
I. Without limiting any other provision herein, Turo shall not, and shall ensure that Shared
Vehicle Owners do not, without the City's prior written consent: (a) conduct Shared Vehicle Exchanges in
any unauthorized locations at the Airport ;(b) cause or permit anything to be done, in or around the
Designated Areas of the Airport, or bring or keep anything thereon, which would be reasonably likely to
(i) increase, in any way, the rate of fire insurance or� the Airport, (ii) create a nuisance, or (iii) obstruct or
interfere with the rights of others on the Airport or injure or annoy them; (c) commit, or suffer to be
committed, any waste upon the Designated Areas or the Airport; (d) use, or allow the Designated Areas
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to be used, for any improper, immoral, unlawful or reasonably objectionable purpose; (e) place any loads
upon the floor, walls or ceiling which endanger the structure or obstruct the sidewalk, passageways, in
front of, within or adjacent to the Designated Areas or the roadways; or (f) do, or permit to be done,
anything, in any way, which would be reasonably likely to materially injure the reputation or image of the
City or appearance of the Airport.
J. Without limiting the generality of other provisions of this Agreement, the following
activities are prohibited by Shared Vehicle Owners:
• Allowing operation of a Shared Vehicle on Airport roadways by a person who is neither a
Shared Vehicle Owner nor Airport Customer;
• Exchanging Shared Vehicles in any location other than Designated Locations;
• Failing to provide information, or providing false information, to City or its Ground
Transportation Agents;
• Soliciting Passengers on Airport property;
• Using or possessing any alcoholic beverage, illegal drug or narcotic while at the Airport;
• Failing to operate a Shared Vehicle in a safe manner;
• Failing to comply with posted speed limits and traffic control signs;
• Conducting ground transportation operations at the Airport other than through the
Peer-to-Peer Vehicle Sharing Service;
• Soliciting of any activity or behavior prohibited by the applicable laws, rules or
regulations;
• Delivering a Shared Vehicle which is not in a safe mechanical condition or which lacks
mandatory safety equipment;
• Disconnecting any pollution control equipment;
• Operating a Shared Vehicle at any time during which Shared Vehicle Owner's authority
is suspended or revoked;
• Engaging in any criminal activity;
• Recirculating on Airport roads;
• Parking anywhere other than in the Designated Locations;
• Possessing a weapon while at the airport;
� Picking up an Airport Customer in any unauthorized locations at the Airport to transport
them off-Airport in connection with Exchange of a Shared Vehicle;
• Leaving a Shared Vehicle unattended at the passenger pick-up/drop-off curb.
K. If any Shared Vehicle Owner, Shared Vehicle Driver, or any Turo agent or employee
violates this Agreement, the City shall contact Turo regarding a violation of the applicable provisions of
this Agreement. Notices of all fines and Suspensions, including any Suspension information from a
trespass warning issued by a law enforcement officer, shall be sent to Turo. All fines shall be aggregated
and paid by Turo on or before the iSth day of each month following notice of the violation. Upon receiving
a notice of the Suspension, Turo shall cause a Shared Vehicle Owner to immediately cease to operate at
the Airport.
1.First Offense - Shared Vehicle Owners conducting any Exchange in any
unauthorized locations at the Airport shall receive a verbal warning, by Turo.
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Shared Vehicle Owners engaging in Solicitation shall be permanently suspended upon the first
violation, and all other first time violators �eceive a verbal warning
2.Second Offense — Turo will administer a suspension for one (1) week and a fine of
$100.00.
3.Third Offense - Such Shared Vehicle Owner, Shared Vehicle Driver, or Turo agent or
employee shall no longer have a right of access to Airport property permanently and will no
longer have access to engage in Peer-to-Peer Vehicle Sharing Services on Airport property through
the Peer-to-Peer Vehicle Sharing Service platform.
4.If an offense is so serious in the opinion of the City, the City has the right to
immediately suspend or permanently revoke the right of Airport access that Shared Vehicle
Owner, Shared Vehicle Driver, or Turo agent or employee is granted under this Agreement.
A Shared Vehicle Owner issued a Suspension shall not be allowed to conduct any Shared Vehicle
Car-Sharing at the Airport during the term of the Suspension. Turo shall notify the suspended Shared
Vehicle Owner that he/she is not allowed to conduct any Peer-to-Peer Vehicle Sharing at the Airport and
shall provide City with written notice when it has done so. By operating on the Airport, Turo, and
Shared Vehicle Owners affiliated with Turo shall be subject to applicable laws, ordinances, rules and
regulations including any penalties in connection therewith. City shall have no obligation to Turo to
take action against any other person or entity at the Airport.
L. Turo agrees that all Shared Vehicles will be maintained in good operating order,
mechanically safe, in a clean, neat, and attractive condition, inside and out, free of exterior body damage.
Any complaints received by the City regarding the age, quality, safety, operating order, or condition of the
vehicle shall provide the City the ability to suspend or revoke that vehicle from being offered on the Peer-
to-Peer Vehicle Sharing Service platform.
M. Turo shall conduct "trust and safety" screening on all Shared Vehicle Owners that will
engage in Peer-to-Peer Vehicle Sharing transactions. If a Shared Vehicle Owner is flagged for potential
fraudulent or criminal activity, Turo shall conduct or have conducted a criminal background check and
public records search on such Shared Vehicle Owner, and shall lock such Shared Vehicle Owner's account
and prevent such person from engaging in Vehicle Sharing transactions until such time the Shared Vehicle
Owner has successfully cleared the background check.
ARTICLE 3
TERM OF AGREEMENT
A. Initial Term: The term of this Agreement and all rights herein granted to Turo shall begin
within thirty (30) days following the execution of this Agreement by both parties ("the Effective Date")
and shall terminate one (1) year thereafter, unless earlier terminated as provided herein.
B. Renewal Terms: The term shall be deemed renewed automatically each year for an
additional one-year period subject to full compliance to all terms, covenants, and conditions by Turo
during the Term of this Agreement, as may be amended. Renewal Terms shall be subject to the same
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terms, covenants, and conditions of this Agreement, and evidenced by a written agreement executed by
both parties.
C. Right to Terminate: Either party may terminate this Agreement upon giving thirty (30)
days' prior written notice to the other party. City may also terminate, revoke or suspend this Agreement,
at City's option, without forfeiture, waiver or release of City's rights to any sum due or to become due
under the provisions of this Agreement upon default by Turo in the payment of the fees required
hereunder or any other material violation by Turo of any of the other provisions of this Agreement and
the failure of Turo to remedy such default or violation within ten (10) days after notice from City to Turo
of such default or violation, provided, however, that no such ten (10) day notice shall be required in those
instances in which a provision of this Agreement grants to City the right to terminate this Agreement
immediately upon Turo's violation of or failure to comply with the terms hereof. City may suspend the
right of access to Airport property by any Shared Vehicle Owner, Shared Vehicle Driver, or any Turo agent
or employee if, in City's sole discretion, such Shared Vehicle Owner, Shared Vehicle Driver, or Turo agent
or employee violates any Applicable Laws.
ARTICLE 4
USE FEES
A. Use Fee: For the commercial use of the Airport, on the twentieth (20) day of each
month, Turo shall make a payment to City equal to ten percent (10%) of the gross revenue relating to
any transaction in which a Shared Vehicle Driver selects the Airport for delivery of a Shared Vehicle
("Use Fee"), which Use Fee shall contribute in part to the operating cost of the Airport.
B. Audit: All books, records, and receipts of all business transacted upon and within the
Airport will be kept or maintained at a Iocation consented to in writing by the Director, and will be
available for inspection and examination during regular office hours by the Director or authorized
representatives of the City. Such written consent may be revoked by the Director at any time. For the
purposes of determining the accuracy of the required statements of gross revenue, the Director may
authorize the making of a spot test audit and base the findings for an entire period upon such audit,
provided that the audit shall include at least twenty-five percent (25%) of the total time of the period
audited. Lessee herein agrees to pay all reasonable expenses incurred by the Director and all other
authorized representatives of the City when such person or persons inspect, examine, or audit books,
records, or receipts of business transacted at the Airport at any location other than the Airport. In
addition, the Director shall have the right at any time during the Term of this Agreement to authorize an
audit of Lessee's records pertaining to its business operations at the Airport. Any such audit shall be
undertaken by the City's Internal Audit Department or a reputable firm of independent Certified Public
Accountants satisfactory to the City. The cost of such audit shall be borne by the City, unless results of
the audit reveal a discrepancy of more than five percent (S%) between gross revenue reported in
accordance with Article 4 of this agreement and gross revenue as determined by the audit. In case of a
discrepancy of more than five percent (S%) in favor of the City, the full cost of the audit shall be borne by
Turo.
C. Activity Report: On the twentieth (20th) day of each month, Turo shall furnish a true and
correct report signed by an authorized representative of Turo to City detailing the following for the
previous month:
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a. The number of drop-offs and pick-ups of Shared Vehicles at the Airport per day that are
arranged or booked through Turo's platform.
b. The number of Shared Vehicles at the Airport per day arranged or booked through Turo's
platform.
c
platform.
d
e.
f.
The number of transactions at the Airport per day arranged or booked through Turo's
The gross revenue per each such transaction.
The total gross revenue (as defined below) for the month; and
The number of Shared Vehicle Owners that, to the knowledge of Turo, operated at the
Airport in the previous month.
D. Gross Revenue: For purposes of this Agreement, the term "gross revenue" shall include:
a. Any income Turo and Shared Vehicle Owner receives under a Shared Vehicle agreement.
b. Atl time and mileage charges for Shared Vehicles in the Shared Vehicle agreement.
c. Any charges for insurance offered incidental to a Shared Vehicle agreement including but
not limited to accident and personal effects insurance.
d. The amount charged to Airport patrons in the Shared Vehicle agreement for the cost of
furnishing and/or replacing fuel provided by a Shared Vehicle Owner or Turo; and
e. All additional charges not expressly excluded under this provision, such as add-ons for
GPS, child carriers, ski or bicycle roof-top carriers, travel accessories or conveniences, and services
charges.
E. Deductions from Gross Revenue: The following shall be excluded from "gross revenue":
a. The amount of any federal, state, local sales, or tourism tax separately stated on the
Vehicle Sharing agreement and collected from the Shared Vehicle Driver and remitted to the taxing
authority.
b. The amount of any sum received as insurance proceeds or a judicial judgment or
settlement to restore damage to automobiles or other property of Turo or Owners, or to restore a tangible
loss, theft, or conversion.
c. Amounts received as payment for and administration on behalf of Shared Vehicle Drivers
and/or Shared Vehicle Owners of red-light tickets, parking tickets, tolls, tows, and impound fees, or any
other fees that are separate from the Shared Vehicle Agreement.
d. Any amounts received for any cancellation fees; and
e. Any amounts received by Turo from Shared Vehicle Drivers which are fully passed through
to Shared Vehicle Owners such as post-trip reimbursements, smoking fees, etc. or any other amounts
received in which Turo does not retain any portion thereof.
f. Any discounts separately stated on the vehicle rental contract which are granted at the
time the rental transaction commences, and are recorded and reported in separately documented
accounts from non-excludable discounts. Lessee forfeits exclusion of all discounts in the event otherwise
allowable discounts are commingled with any non-excludable amounts. No exclusion shall be allowed for
any amount retained by a third party as a financing discount which may apply by reason of Lessee's
acceptance of credit cards or other credit arrangements. No exclusion shall be allowed for the portion of
retroactive rebates, dividends or refunds to any Airport Customer upon attainment of a specified volume
of rentals attributable to revenue or as part of any other marketing plan which does not list the discount
on the vehicle rental contract at the commencement of the rental transaction.
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Turo shall not intentionally divert, through direct or indirect means, any transactions with Airport
customers to off-airport locations of Lessee or affiliates of Lessee without including the Gross Revenues
of such transactions, in Lessee's reported Gross Revenues. Any such intentional diversion of Gross
Revenues shall constitute a Default under this Agreement and the City shall have the right to immediately
terminate this Agreement upon determination by the City or its auditors that an intentional diversion
exists or has occurred.
Turo shall not modify its accounting treatment or rename or redefine services or products which
under the terms of this Agreement would be subject to the Percentage Fee unless approved in writing by
the City.
ARTICLE S
LATE FEES
All payments must be received by the City on or before the twentieth (20th) day of each month
during the Term of this Agreement. Percentage Fee payments must be accompanied by a verified
statement containing an itemized summary of the preceding month's gross revenue ("Monthly Gross
Receipts Report"). All payments shall be made to Lubbock Preston Smith International Airport, 5401 N.
Martin Luther King Boulevard, Unit 389, Lubbock, Texas 79403. Lessee shall pay City a late payment
charge of five percent (5%) of the total amount payable if payment is not received by City on or before
the 20th day of the month.
ARTICLE 6
SURETY
As security for Turo's full, faithful and prompt performance of and compliance with all covenants,
terms and conditions of this Agreement, Turo shall provide an irrevocable letter of credit or corporate
surety bond in favor of the City and in a form acceptable to City in an amount equivalent to three (3)
months' projected fees (as projected by City) payable under this Agreement, or Five Thousand Dollars
($5,000.00), whichever is greater, assuring the faithful performance of all obligations under this
Agreement (the "Surety"). In addition to any and all other remedies available to it under this Agreement
or otherwise, City shall have the right, at its option at any time and from time to time, to use the Surety
or any part thereof in whole or partial satisfaction of any of its claims or demands against Turo and for
the payment or attorneys' fees for the enforcement of any or its claims or demands against Turo, if City is
the prevailing party. City shall have no obligation to exercise such right, and neither the existence of such
right nor the holding of the Surety itself shall cure any default or breach on the part or Turo. Within thirty
(30) days after the expiration or earlier termination of this Agreement and upon written request therefor
by Turo, City will return.
ARTICLE 7
OBLIGATIONS OF TURO
Turo shall comply in all material aspects with all Applicable Laws (as defined herein). For purposes
of this Agreement, the term "Applicable Laws" shall mean all present and future laws, ordinances, orders,
directives, rules, codes, regulations and decrees of federal, state and municipal authorities and agencies
and their respective agencies, departments, authorities and commissions (individually, "Governmental
Authority" and collectively, "Governmental Authorities") and all present and future grant assurances
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provided by City to any Governmental Authority in connection with City's Ownership or operation of the
Airport and all other rules, regulations, policies and procedures of City, as the same may be amended,
modified or updated from time to time. For purposes of this Agreement, "Governmental Authorities"
shall specifically include, without limitation, City, the State of Texas, the United States Department of
Transportation ("DOT"), the Federal Aviation Administration ("FAA") and/or the Transportation Security
Administration ("TSA"). Turo shall comply and shall cause Shared Vehicle Owners to comply with such
additional requirements as may be imposed from time to time by the City or by any government or agency
having jurisdiction over the Airport. Turo agrees to cause all Shared Vehicle Owners that operate on
Airport property to maintain their vehicles in a safe operating condition, properly muffled and producing
no visible emissions. Turo shall not allow any Shared Vehicle Owner that operates as a Commercial Host
(as defined by Turo's website) or as a Rental Vehicle Company (as defined by State of Texas Statutes), as
may be amended from time to time) to operate at the Airport. Turo and Shared Vehicle Owner shall
comply with the civil rights provisions set forth in Attachment A.
ARTICLE 8
ASSIGNMENT AND SUB-AGREEMENT
Turo shal� not assign or sub-Agreement or otherwise purport to authorize or allow any other
person or entity to exercise, this Agreement or its rights granted in this Agreement without the prior
written consent of City, which City may grant or withhold in its sole discretion. Notwithstanding the
foregoing, Turo may assign this Agreement to an affiliate of Turo upon written consent of City, which
consent shall not be unreasonably withheld. If Turo assigns this Agreement to an affiliate, Turo shall
remain liable for the performance and obligations of this Agreement, including, but not limited to, all fees
and charges, deposit, insurance, indemnification, and compliance with all laws, regulations, and policies.
ARTICLE 9
ENVIRONMENTAL REGULATIONS
Turo agrees to comply and/or cause its Shared Vehicle Owners to comply with all Applicable Laws
relating to the protection of the environment and the handling and release of any and all substances,
chemicals, wastes, sewage or other materials which are now or hereafter regulated, controlled or
prohibited by any Applicable Laws requiring removal, warning or restriction on the use, generation,
disposal or transportation thereof, including, without: limitation, any substance defined as a"hazardous
substance", "hazardous material", "hazardous waste", "toxic substance" or "air pollutant", (collectively,
"Hazardous Material") Turo shall indemnify City, defend it with counsel reasonable and acceptable to City,
and hold it free and harmless from any and all liabilities, damages, claims, penalties, fines, settlements,
causes of action, costs or expense, including reasonable attorneys' fees, environmental consultant and
laboratory fees and the costs and expense of investigation and defending any claims or proceedings,
resulting from or attributable to (i) the presence, disposal, release or threatened release of any Hazardous
Material that is on, from or affecting the Airport premises which Turo uses, including the soil, water,
vegetation, buildings, personal property, persons, animals, or otherwise located on, under, or near such
premises; (ii) any personal injury (including wrongful death) or property damage (real or personal) arising
out of or relating to the Hazardous Material; (iii) any lawsuits or administrative order relating to the
Hazardous Material; or (iv) any violation of any laws applicable to the Hazardous Material. The terms of
this paragraph shall apply only to Hazardous Material for which Turo, or a Shared Vehicle Owner is
responsible.
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ARTICLE 10
INSURANCE REQUIREMENTS
A. General: Turo shall obtain and maintain (i) commercial general liability insurance and (ii)
automobile liability insurance, each in an amount not less than One Million Dollars ($1,000,000). The
automobile liability insurance shall cover any instance a Shared Vehicle is operating on Airport property,
whether such operation is by Turo, Shared Vehicle Owner, or Sha�ed Vehicle Driver.
B. Rating: All policies required herein shall be issued by an insurance company(s) Agreement
or eligible, including surplus lines, to issue insurance policies in the State of Texas, and with insurers with
a current A.M. Best's rating of not less than "A-" (Financial size: VII), unless otherwise approved by City.
C. Deductibles and Self-Insurance: The self-insured retention or deductible amount on the
policy shall not reduce the amount of collectible limits of liability. Any policy of insurance that either
specifies self-insurance or self-insurance retention or that is maintained by Turo pursuant to excess
liability shall contain a provision to the effect that the insolvency or bankruptcy of the insured shall not
relieve the insurance company of any obligation under the policy.
D. Additional Insured: The City of Lubbock, Texas and its, officers, elected officials, directors,
employees and agents in the course and scope of employment, shall be included as an additional insured
and loss payee on Turo's certificates of insurance with respect to coverage under Turo's commercial
general liability insurance with respect to claims or liabilities arising from, or connected with Turo's work
or operations at the Airport and its automobile liability policies with respect to claims or liabilities arising
from, or connected with Shared Vehicle Owner's Ownership, maintenance or use (including any Shared
Vehicle Driver's use) of an automobile at the Airport.
E. Primary Coverage: Turo's required insurance coverage, including umbrella or excess
liability, shall be primary insurance and non-contributory to any insurance or self-insurance maintained
by City.
F. Severability of Interest. Except with respect to the limits of insurance, Turo's required
insurance shall apply separately to each insured or additional insured.
G. Waiver of Subrogation: To the fullest extent allowed by law, Turo agrees to waive all rights
of subrogation against City, including City's officers, directors, employees and agents, including City's
officers, directors, employees and agents for all costs or expenses, losses, damages, claims, suits o�
demands, howsoever caused (i) to real or personal property, including but not limited to vehicles,
equipment, and tools, owned, leased or used by Turo or Turo's Shared Vehicle Owners, Shared Vehicle
Drivers, employees, agents or subcontractors; and (ii) to the extent such loss, damage, claims, suits or
demands are covered, or should be covered, by the required or any other insurance maintained by Turo.
This waiver shall apply to all deductibles, retentions, or self-insured layers applicable to the required or
any other insurance maintained by Turo. Turo agrees to endorse the required insurance policies to
Agreement waivers of subrogation in favor of City as required hereunder. Turo further agrees to hold
harmless and indemnify City for any loss or expense incurred because of Turo's failure to obtain such
waivers of subrogation from Turo's insurers.
H. Notice of cancellation: Should Turo cancel or fail to renew any insurance policy required
herein, and/or receive advanced written notice from the insurer prior to the cancellation, termination,
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and revocation or any insurance coverage required hereunder. Turo or its agent shall provide 30 days
written notice to City of such material change. If any of the insurance is cancelled, Turo shall cease
operation until such insurance can be provided and shall cause Turo's Shared Vehicle Owners to also cease
operations at the Airport.
I. Verification of Coverage: Turo shall furnish City with a certificate of insurance evidencing
the required coverage prior to the commencement of work or operations. The certificates are to be signed
by a person authorized by the insurer(s) to bind coverage on their behalf. Copies of endorsements
providing coverage for additional insured's and permitting waiver of subrogation shall he attached to the
certificate of insurance. Turo shall submit an insurance certificate(s) and required endorsement such that
City has a certificate and endorsement always evidencing current required coverage. Renewal certificates
are to be provided to City or City's agent prior to the expiration of the required insurance policies. If
requested by City, Turo agrees to provide true and certified copies of the required insurance policies with
in fifteen (15) days of written request from City, any premium information to be redacted. In the event
renewal policies have not been issued by insurer(s), Turo agrees to provide complete copies of insurance
binders issued to evidence coverage required by these specifications until such time as the actual policies
are received from insurer(s). Failure of City to request such certificates or other evidence of Turo's
compliance with insurance requirements, or failure of Turo to identify deficiencies from evidence that
is provided, shall in no way limit or relieve Turo of its obligations to maintain such insurance.
J. No Representation: In specifying Turo's minimum insurance requirements, City does not
represent that such insurance is adequate to protect Turo for loss, damage or liability arising from its
work. Turo agrees that it is Turo's responsibility to identify its own risks and protect itself accordingly and
understands that City accepts no liability for any such uninsured risks howsoever arising. The insurance
requirements set forth herein shall not be construed to relieve Turo for liability more than such coverage,
nor shall it preclude City from taking such other actions as is available to it under any other provision of
this Agreement. Any acceptance of certificates of insurance by City shall in no way limit or relieve Turo of
its duties and responsibilities under this Agreement, including the duty to indemnify and hold harmless
City under Sections 9 and 12(i) of this Agreement.
ARTICLE 11
INDEMNIFICATION
Turo shall protect, defend, indemnify and hold harmless the City, City Council, and the City of
Lubbock Airport Board (Board), individually and collectively, and its representatives, officers, officials,
employees, agents, and volunteers from and against (and reimburse the City, City Council, or Board for)
any and all liabilities, losses, suits, claims, judgments, fines or other civil or criminal penalties resulting
from any civil, criminal or administrative proceeding or order, or demands arising by reason of injury or
death of any person or damage to any property, including all reasonable costs for investigation and
defense thereof (including but not limited to attorney, accountant, paralegal, expert, and escrow fees),
fines, environmental costs, and/or penalties (collectively referred to as costs) which may imposed upon
of any nature whatsoever in whole or in part, directly or indirectly, arise from or are in any way connected
with any of the following, except to the extent resulting from the City's, City Council's, or the Board's
negligence or willful misconduct: (a) any act, omission, or negligence of Turo or Turo's partners, officers,
directors, agents, employees, invitees, or contractors, and (b) any breach, violation, or nonpe�formance
of this Agreement, the use of the Airport premises, or out of the acts or omissions of Turo or its agents,
10
DocuSign Envelope ID: 945EOBC5-367C-4D37-BA55-A59A2CCDACD2
employees, contractors, subcontractors, or invitees, regardless of where the injury, death or damage may
occur, unless such injury, death or damage is adjudicated by a final judgment to have been caused solely
by the negligence of the agents or employees of City. City shall give to Turo prompt and timely notice of
any such claims or actions. City shall be entitled to choose counsel, with Turo's concurrence in the choice
(which concurrence shall not be unreasonably withheld), to rep�esent it, at Turo's expense, in connection
with matters covered by the provisions of this section and said provisions shall survive the expiration or
early termination of this Agreement.
In the event a party indemnified hereunder is responsible, in part, for the loss, the indemnitor
shall not be relieved of the obligation to indemnify; however, in such a case, liability shall be shared in
accordance with the State of Texas's principles of comparative fault.
In the event of an ern�ironmental law violation or an environmental contaminating accident or
incident caused by Turo or Turo's employees, vendors, suppliers, contractors, or any other entity
associated with Turo or in thE event any of these entities violates any environmental law, Turo shall
accept total responsibility and defend, indemnify, save, protect, and hold harmless the City, City Council,
and Board, individually and collectively, and its representatives, officers, officials, employees, agents and
volunteers from any liability or cause of action associated therewith.
Nothing herein shall constitute a waiver of any protection available to the City, City Council, and
the Board, individually and collectively, and its representatives, officers, officials, employees, agents,
and volunteers under the State of Texas's governmental immunity act or similar statutory provision.
Provisions of Section 2.13 (Indemnification and Hold Harmless) in the General Aviation Minimum
Standards, 2017 shall survive the expiration or other termination of any agreement before the City and
Turo.
ARTICLE 12
LOBBYING ACTIVITIES
Turo certifies to the best of its knowledge and belief that: (i) no federally or state-appropriated
funds have been paid or will be paid by or on behalf of Turo to any person for influencing or attempting
to influence an officer or employee of any agency of the United States government or a member, officer
or employee of the United States Congress, or an employee of a member of the United States Congress,
in connection with the awarding of any federal contract, the making of any federal grant or loan, the
entering into of any cooperative agreement, or the extension, continuation, renewal, amendment or
modification of any federal contract, grant, loan or cooperative agreement; and (ii) if Turo has
compensated or does compensate any person for influencing or attempting to influence an officer or
emptoyee of any agency of the United States government, a member, officer or employee of the United
States Congress, or any employee of a member of the United States Congress, in connection with any
contract, grant, loan or cooperative agreement, then Turo shall complete and submit to City, in
accordance with its instructions, Standard Form "Disclosure of Lobbying Activities"; and (iii) Turo shall
require that the language of this certification be included in the award documents for all sub-awards at
all tiers (including subcontracts, sub-grants and contracts under grants, loans and cooperative
agreements) and that all sub-recipients shall certify and make disclosures in accordance with this Section
and applicable laws.
]1
DocuSign Envelope ID: 945EOBC5-367C-4D37-BA55-A59A2CCDACD2
ARTICLE 13
NON-EXCLUSIVITY
Nothing herein contained shall be deemed to grant Turo any exclusive right or privilege within the
meaning of Section 308 of the Federal Aviation Act of 1958, as amended (the "Federal Aviation Act"), for
the conduct of any activity at the Airport, except that, subject to the terms and provisions hereof, Turo
shall have the right to operate at the Airport under the provisions of this Agreement.
ARTICLE 14
SUBORDINATION
This Agreement is further subject and subordinate to the provisions of any agreement heretofore
or hereafter made between City and the United States government relative to the operation or
maintenance of the Airport, the execution of which has been required as a condition precedent to the
transfer of federal rights or property to City for Airport purposes, or the expenditure of federal funds for
the improvement or development of the Airport, including the expenditure of federal funds for the
development of the Airport in accordance with provisions of the Federal Aviation Act. The parties
incorporate herein by reference all provisions lawfully required to be contained herein by any
Governmental Authority.
In the event that a Governmental Authority �equires modifications or changes to this Agreement
as a condition precedent to the granting of funds for the Improvement of the Airport, or otherwise, Turo
shall make or agree to such amendments, modifications, revisions, supplements or deletions of any of the
terms, condition or requirements of this Agreement as may be reasonably required and any expenses
resulting from such amendments, modifications, revisions, supplements or deletions shall be paid by City.
ARTICLE 15
NO WAIVER
No waiver of default by either party of any of the terms, covenants, or conditions herein to be
performed, kept, and observed by the other party shall be construed as, or shall operate as, a waiver of
any subsequent default of any of the terms, covenants or conditions herein contained to be performed,
kept and observed by the other party.
ARTICLE 16
COSTS OF ENFORCEMENT
If legal action is necessary to enforce the terms of this Agreement, Turo shall pay all of City's costs
incurred in taking such action, including, without limitation, attorneys' fees, solely if City is the prevailing
party in such legal action.
ARTICLE 17
NOTICES
All notices, approvals, consents, demands and other communications required by this Agreement
must be in writing to be effective and be delivered or sent by certified United States Mail, postage prepaid,
by a recognized overnight delivery service that provides registered and verifiable shipment or air bill
tracking and delivery record, with costs prepaid, by hand-delivery, to the addresses set forth below:
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DocuSign Envelope ID: 945EOBC5-367C-4D37-BA55-A59A2CCDACD2
To City:
Attn: Airport Director
5401 N Martin L King Blvd, Box 389
Lubbock,Texas 79403
To Turo:
TURO INC.
Legal - Airports
111 Sutter Street, 12th Floor
San Francisco, California 94104
The person and place to which notices are to be sent may be changed by a party hereto upon
written notice to the other. A notice required or permitted hereunder shall be deemed received on the
date that is three (3) calendar days after the date on which the notice is deposited in the United States
Mail if sent by certified mail, or, if personally delivered, on the date such personal delivery is made. If
notice is given by a recognized delivery service, then the notice shall be deemed received by the addressee
on the date on which the signature receipt is recorded by such recognized delivery service.
ARTICLE 18
HEADINGS
The headings of the several sections of this Agreement are inserted only as a matter of
convenience and for reference and in no way define, limit, or describe the scope or intent of any provisions
of this Agreement and shall not be construed to affect in any manner the terms and provisions hereof or
the interpretation or construction thereof.
ARTICLE 19
SEVERABI LITY
If one or more clauses, sections or provisions of this Agreement shall be held to be unlawful,
invalid, or unenforceable, the parties hereto agree that the material rights of either party hereto shall not
be affected thereby except to the extent of such holding, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provision were omitted here from.
ARTICLE 20
RIGHTS RESERVED
The parties hereto further covenant and agree that City reserves the right to further develop or
improve the Airport as it may see fit, regardless of the desires or views of Turo and without interference
or hindrance by Turo.
ARTICLE 21
SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the successors and permitted
assigns of the parties.
13
DocuSign Envelope ID: 945EOBC5-367C-4b37-BA55-A59A2CCDACD2
ARTICLE 22
REPRESENTATION
Everyone executing this Agreement on behalf of Turo warrants that he or she has full authority to
execute this Agreement on behalf of Turo. The parties hereby agree that this Agreement may be executed
in Counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same Agreement.
ARTICLE 23
VENUE
This Agreement has been executed by, delivered to, and accepted by City, and the provisions
hereof shall be governed by the laws of Texas; and any disputes arising out of or related to this Agreement
shall be resolved in accordance with said laws. The parties agree that any action or legal proceeding arising
out of or related to this Agreement shall be brought in the state courts of Lubbock County, Texas, or in
the federal court in closest proximity to the City; and the parties hereby consent to and waive any
objection to jurisdiction or venue in said courts.
ARTICLE 24
ENTIRETY OF AGREEMENT
The parties hereto understand and agree that this instrument contains the entire agreement
between the parties hereto with respect to the subject matter hereof. Each party hereto further
understands and agrees that the other party and its agents have made no representations or promises
with respect to this Agreement or the making or entry into this Agreement except as expressly set forth
herein. Each party hereto acknowledges that it has thoroughly read this Agreement, including any exhibits
or attachments hereto, and has sought and received such competent advice and counsel as was necessary
for it to form a full and complete understanding of all rights and obligations herein.
No Director, officer, agent, or employee of City shall be charged personally or be held liable by or
to Turo under any term or provision of this Agreement, or any amendment thereto, or because of any
breach hereof, or because of its execution.
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DocuSign Envelope ID: 945EOBC5-367C-4D37-BA55-A59A2CCDACD2
IN WITNESS WHEREOF, the parties have executed this Agreement, or caused it to be executed by their
respective duly authorized officers, as of the day and year first above written.
EXECUTED this 27th day of February , 2024.
TURO INC.
Doeu3igned by:
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2
Print: A1 ex Benn
Title: Presi dent
ATTEST:
Courtney Paz, City Secretary
APPROVED AS TO CONTENT:
Kelly Campbell, Executive Director
APPROVED A�T�9`EORM:
Mitchell Satterwhite, F�rst Assistant City Attorney
]5
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DocuSign Envelope ID: 945EOBC5-367C-4D37-BA55-A59A2CCDACD2
EXHIBIT 3
Mandatory Federal Contract Provisions
GENERAL CIVIL RIGHTS PROVISIONS
Turo 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. This
provision binds Turo from the solicitation period through the completion of the contract. This provision is
in addition to that required by Title VI of the Civil Rights Act of 1964.
TITLE VI SOLICITATION NOTICE
The City of Lubbock, Lubbock Preston Smith International Airport, in accordance with the provisions of
Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations,
hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into
pursuant to this advertisement, select disadvantaged business enterprises or will be afforded full and fair
opportunity to submit bids in response to this invitation and will not be discriminated against on the
grounds of race, color, or national origin in consideration for an award.
COMPLIANCE WITH NONDISCRIMINATION REQUIREMENTS
During the performance of this contract, Turo, for itself, its assignees, and successors in interest, agrees
as follows:
1. Compliance with Regulations: Turo or (hereinafter includes consultants) 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 contract.
2. Nondiscrimination: Turo, with regard to the work performed by it during the contract, will not
discriminate on the grounds of race, color, or national origin in the selection and retention of
subcontractors, including procurements of materials and leases of equipment. Turo 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 Subcontracts, including Procurements of Materials and Equipment: In all
solicitations, either by competitive bidding or negotiation made by Turo for work to be performed under
a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor
or supplier will be notified by Turo of Turo's obligations under this contract and the Nondiscrimination
Acts and Authorities on the grounds of race, color, or national origin.
4. Information and Reports: Turo 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,
18
DocuSign Envelope ID: 945EOBC5-367C-4D37-BA55-A59A2CCDACD2
accounts, other sources of information, and its facilities as may be determined by the sponsor or the
Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts
and Authorities and instructions. Where any information required of Turo is in the exclusive possession
of another who fails or refuses to furnish the information, Turo will so certify to the sponsor or the Federal
Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the
information.
S. Sanctions for Noncompliance: In the event of Turo's noncompliance with the
nondiscrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the
Federal Aviation Administration may determine to be appropriate, including, but not limited to:
a. Withholding payments to Turo under the contract until Turo complies; and/or
b. Cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: Turo will include the provisions of paragraphs one through six in
every subcontract, including procurements of materials and leases of equipment, unless exempt by the
Acts, the Regulations, and directives issued pursuant thereto. Turo will take action with respect to any
subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means
of enforcing such provisions including sanctions for noncompliance. Provided, that if Turo becomes
involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, Turo
may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition,
Turo may request the United States to enter into the litigation to protect the interests of the United States.
TITLE VI LIST OF PERTINENT NONDISCRIMINATION
ACTS AND AUTHORITIES
During the performance of this contract, Turo, for itself, its assignees, and successors in interest agrees to
comply with the following nondiscrimination statutes and authorities; including but not limited to:
• Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits
discrimination on the basis of race, color, national origin);
• 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);
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC
§ 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired
because of Federal or Federal-aid programs and projects);
• Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits
discrimination on the basis of disability); and 49 CFR part 27;
19
DocuSign Envelope ID: 945EOBC5-367C-4D37-BA55-A59A2CCDACb2
• The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits
discrimination on the basis of age);
• 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);
• 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, subrecipients and contractors, whether such programs or activities are Federally
funded or not);
• 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 USC §§ 12131 —
12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37
and 38;
• The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures nondiscrimination 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;
• 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. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 USC 1681 et seq).
FT�7