10-Exhibit H Labor Peace Requirement.pdf

Exhibit H – LABOR PEACE REQUIREMENT

LABOR PEACE AGREEMENT REQUIREMENT

(a) To protect the proprietary interests of the Metropolitan Airports Commission (MAC) and prevent costly disruptions of its operations, Concessionaire is required to expeditiously negotiate a Labor Peace Agreement upon written notice from a labor organization representing or seeking to represent the employees of Concessionaire who are performing work at Minneapolis-St. Paul International Airport (MSP) (referred to herein as “Labor Organization”). The Labor Peace Agreement required by this section shall apply only to employees of Concessionaire who regularly perform work at MSP (referred to herein as “Employees”); and

(b) A Labor Peace Agreement for purposes of this requirement shall be a written agreement between Concessionaire and Labor Organization. This requirement may, but need not, be fulfilled by entering into a collective bargaining agreement with a labor organization that represents Employees of Concessionaire. The Labor Peace Agreement shall contain binding and enforceable terms prohibiting Labor Organization, its members, and the Employees in the case of a collective bargaining agreement, from engaging in picketing, strikes, work stoppages, boycotts or any other forms of economic interference on MSP property or which is otherwise related to the provision of goods or services to the MAC or at MSP. A Labor Peace Agreement shall be maintained at all times during the duration of the Concessionaire’s lease agreement with the MAC once one has been requested by a Labor Organization; and

(c) If, Concessionaire and Labor Organization are unable to reach agreement on the terms of a Labor Peace Agreement within 45 days of the Labor Organization’s initial written request, the parties shall submit the dispute to a mutually agreed upon mediator to assist the parties in reaching a reasonable Labor Peace Agreement; and

(d) In the event the parties are unable to reach a reasonable Labor Peace Agreement through mediation within 15 days after the first mediation session, either party may request final and binding arbitration to resolve their dispute. If the parties cannot promptly agree upon an arbitrator, either party may request a panel of arbitrators from the American Arbitration Association, all of whom shall be members of the National Academy of Arbitrators. Each party shall strike one member of the panel and the remaining Arbitrator shall, after hearing from the parties, fashion the terms of a Labor Peace Agreement similar to those occurring in the private sector in the Twin Cities metropolitan area or which otherwise serve the proprietary interests of the MAC in ensuring that there are no strikes, work stoppages, picketing, boycotts or other economic interference on MSP property or which is otherwise related to the provision of goods or services to the MAC or at MSP; and

(e) Concessionaire may continue to operate at MSP during any negotiation, mediation or arbitration relating to a Labor Peace Agreement; and

(f) Concessionaire agrees that this Labor Peace Agreement requirement is a material term of the Concession Lease Agreement between Concessionaire and the MAC. Should Concessionaire fail to: (a) proceed to either mediation or arbitration in a timely manner as required in this section; or (b) implement any Labor Peace Agreement fashioned by the arbitrator in binding arbitration or negotiated between Concessionaire and Labor Organization, the MAC may immediately terminate the lease agreement between Concessionaire and MAC as a material breach of the Concession Lease Agreement; and

(g) Nothing in this requirement shall be construed as requiring Concessionaire, through arbitration or otherwise, to establish certain terms and conditions of employment for Employees, change terms and conditions of employment for Employees, recognize any labor organization as a bargaining representative for Employees, adopt any particular recognition process, or enter into a collective bargaining agreement with any labor organization. Similarly, nothing in this requirement shall be construed as requiring Concessionaire to submit the terms of any initial or successor collective bargaining agreement to mediation or interest arbitration.

(h) At the MAC’s request, within seven days, Concessionaire will provide evidence that a binding Labor Peace Agreement exists between Concessionaire and Labor Organization, either by providing a copy of such agreement to the MAC or by providing a certification of the agreement’s existence and summary of the essential terms or an update with respect to negotiations of same as provided above. This labor peace requirement applies to any subtenants and sub-operators.

(i) Small Businesses, as defined below, are exempt from this labor peace agreement requirement. A "Small Business" means any Concessionaire that certifies to MAC’s Office of Civil Rights & Small Business Development on an annual basis that, together with affiliates, does not have gross revenue that exceeds the limit specified in 49 CFR §23.33 on average over the previous five years. In the event that the 49 CFR §23.33 size standards are repealed or otherwise no longer in effect, a Small Business may qualify for this exemption by certifying to MAC that it: 1) is a certified ACDBE under 49 CFR §23

et. seq.; 2) is a certified MSP ASCEND program participant; or 3) does not exceed the applicable small business size standards set forth in 13 CFR §121 et. seq. For non- ACDBE or non-MSP ASCEND certified businesses, when determining gross revenue with affiliates and for the gross revenue certification process, the same requirements and processes outlined in 49 CFR §23 et. seq. and 13 CFR §121 et. seq. shall be used. To qualify or maintain its status as a Small Business, Concessionaire must follow all rules and procedures developed by MAC’s Office of Civil Rights & Small Business Development to implement and audit such certification process. Additionally, for Concessionaire to qualify as a Small Business, its employees must be actively operating the unit seeking the Small Business status and this Small Business determination will be made on a unit-by-unit basis and determined annually at the sole discretion of MAC’s Office of Civil Rights & Small Business Development in accordance with this Section. In addition, a Small Business must notify MAC’s Office of Civil Rights & Small Business Development of any material changes to its operations within 30 days of the change (e.g.

acquisition/divestiture of a concession location and/or operation or change in ownership) to ensure it continues to qualify as a Small Business.