Common use of Ethical Standards Clause in Contracts

Ethical Standards. (a) The Concessionaire has adopted and provided copies to the Department of its written policies establishing ethical standards of conduct for all its directors, officers and supervisory or management personnel in dealing with the Department and employment relations. Such policy including any amendments or modifications shall include standards of ethical conduct concerning the following: (i) Restrictions on gifts and contributions to, and lobbying of, the Department, the CTB and any of their respective commissioners, directors, officers and employees; (ii) Protection of employees from unethical practices in the selection, use, hiring, compensation or other terms and conditions of employment, or in firing, promotion and termination of employees; (iii) Protection of employees from retaliatory actions (including discharge, demotion, suspension, threat, harassment, pay reduction or other discrimination in the terms and conditions of employment) in response to reporting of illegal (including the making of a false claim), unethical or unsafe actions or failures to act by the Concessionaire or its personnel or any contractors; (iv) Restrictions on directors, members, officers or supervisory or management personnel of the Concessionaire engaging in any transaction or activity, including receiving or offering a financial incentive, benefit, loan or other financial interest, that is, or to a reasonable person appears to be, in conflict with or incompatible with the proper discharge of duties or independence of judgment or action in the performance of duties, or adverse to the interests of the Project or employees; (v) Restrictions on use of an office or job position for a purpose that is, or would to a reasonable person appear to be, primarily for the private benefit of a director, member, officer or supervisory or management person, rather than primarily for the benefit of the Concessionaire or the Project, or primarily to achieve a private gain or an exemption from duty or responsibility for a director, member, officer or supervisory or management person; and (vi) Adherence to the Department’s organizational conflict of interest rules and policies pertaining to the hiring of any Consultant which has assisted the Department in connection with the negotiation of this Agreement or the conduct of Oversight Services for the Project. (b) The Concessionaire shall cause its directors, members, officers and supervisory and management personnel, and require those of its contractors, to adhere to and enforce the adopted policy on ethical standards of conduct. The Concessionaire shall establish reasonable systems and procedures to promote and monitor compliance with the policy.

Ethical Standards. (a) The Concessionaire Operating Company has adopted and provided copies to the Department Concessionaire (and to the Department) of its written policies establishing ethical standards of conduct for all its directors, officers and supervisory or management personnel in dealing with the Department and employment relations. Such policy including any amendments or modifications shall include standards of ethical conduct concerning the following: (i) Restrictions on gifts and contributions to, and lobbying of, the Department, the CTB and any of their respective commissioners, directors, officers and employees; (ii) Protection of employees from unethical practices in the selection, use, hiring, compensation or other terms and conditions of employment, or in firing, promotion and termination of employees; (iii) Protection of employees from retaliatory actions (including discharge, demotion, suspension, threat, harassment, pay reduction or other discrimination in the terms and conditions of employment) in response to reporting of illegal (including the making of a false claim), unethical or unsafe actions or failures to act by the Concessionaire Operating Company or its personnel or any contractors; (iv) Restrictions on directors, members, officers or supervisory or management personnel of the Concessionaire Operating Company engaging in any transaction or activity, including receiving or offering a financial incentive, benefit, loan or other financial interest, that is, or to a reasonable person appears to be, in conflict with or incompatible with the proper discharge of duties or independence of judgment or action in the performance of duties, or adverse to the interests of the Project or employees; (v) Restrictions on use of an office or job position for a purpose that is, or would to a reasonable person appear to be, primarily for the private benefit of a director, member, officer or supervisory or management person, rather than primarily for the benefit of the Concessionaire Operating Company or the Project, or primarily to achieve a private gain or an exemption from duty or responsibility for a director, member, officer or supervisory or management person; and (vi) Adherence to the Department’s organizational conflict of interest rules and policies pertaining to the hiring of any Consultant consultant which has assisted the Department in connection with the negotiation of this Agreement or the conduct of Oversight Services for the Project. (b) The Concessionaire Operating Company shall cause its directors, members, officers and supervisory and management personnel, and require those of its contractors, to adhere to and enforce the adopted policy on ethical standards of conduct. The Concessionaire Operating Company shall establish reasonable systems and procedures to promote and monitor compliance with the policy.

Ethical Standards. (a) The Concessionaire Operating Company has adopted and provided copies to the Department Concessionaire (and to the Department) of its written policies establishing ethical standards of conduct for all its directors, officers and supervisory or management personnel in dealing with the Department and employment relations. Such policy including any amendments or modifications shall include standards of ethical conduct concerning the following: (i) Restrictions on gifts and contributions to, and lobbying of, the Department, the CTB any State Party and any of their respective commissioners, directors, officers and employees; (ii) Protection of employees from unethical practices in the selection, use, hiring, compensation or other terms and conditions of employment, or in firing, promotion and termination of employees; (iii) Protection of employees from retaliatory actions (including discharge, demotion, suspension, threat, harassment, pay reduction or other discrimination in the terms and conditions of employment) in response to reporting of illegal (including the making of a false claim), unethical or unsafe actions or failures to act by the Concessionaire Operating Company or its personnel or any contractorssubcontractors of any tier; (iv) Restrictions on directors, members, officers or supervisory or management personnel of the Concessionaire Operating Company engaging in any transaction or activity, including receiving or offering a financial incentive, benefit, loan or other financial interest, that is, or to a reasonable person appears to be, in conflict with or incompatible with the proper discharge of duties or independence of judgment or action in the performance of duties, or adverse to the interests of the Project or employees; (v) Restrictions on use of an office or job position for a purpose that is, or would to a reasonable person appear to be, primarily for the private benefit of a director, member, officer or supervisory or management person, rather than primarily for the benefit of the Concessionaire Operating Company or the Project, or primarily to achieve a private gain or an exemption from duty or responsibility for a director, member, officer or supervisory or management person; and (vi) Adherence to the Department’s organizational conflict of interest rules and policies pertaining to the hiring of any Consultant consultant which has assisted the Department in connection with the negotiation of this Agreement or the conduct of Oversight Services for the Project. (b) The Concessionaire Operating Company shall cause its directors, members, officers and supervisory and management personnel, and require those of its contractorscontractors of any tier, to adhere to and enforce the adopted policy on ethical standards of conduct. The Concessionaire Operating Company shall establish reasonable systems and procedures to promote and monitor compliance with the policy. (c) The Operating Company agrees that: (i) no gifts, gratuities, or favors of any nature whatsoever will be given or offered by or on behalf of it to personnel of the Department; and (ii) it will not employ any personnel of the Department for any services during the OSSA Term, without the prior written consent of the Department. Under Section 25.02(c) of the CA, if the Department determines, after investigation, that the Operating Company or any of its employees, representatives, or agents of any person acting in its behalf have violated this provision, the Operating Company may, at the discretion of the Department, be disqualified from bidding on future contracts with the Department for a period of six months from the date of the Department’s determination of such a violation. Any implicated employees, agents, or representatives of the Operating Company may be prohibited from working on any contract awarded by the Department for the period of disqualification.

Ethical Standards. (a) The Concessionaire has adopted and provided copies to the Department of its written policies establishing ethical standards of conduct for all its directors, officers and supervisory or management personnel in dealing with the Department and employment relations. Such policy policies including any amendments or modifications shall will include standards of ethical conduct concerning the following: (i) Restrictions restrictions on gifts and contributions to, and lobbying of, the Department, the CTB any State Party and any of their respective commissioners, directors, officers and employees; (ii) Protection protection of employees from unethical practices in the selection, use, hiring, compensation or other terms and conditions of employment, or in firing, promotion and termination of employees; (iii) Protection protection of employees from retaliatory actions (including discharge, demotion, suspension, threat, harassment, pay reduction or other discrimination in the terms and conditions of employment) in response to reporting of illegal (including the making of a false claimClaim), unethical or unsafe actions or failures to act by the Concessionaire or its personnel or any contractorsContractors; (iv) Restrictions restrictions on directors, members, officers or supervisory or management personnel of the Concessionaire engaging in any transaction or activity, including receiving or offering a financial incentive, benefit, loan or other financial interest, that is, or to a reasonable person appears to be, in conflict with or incompatible with the proper discharge of duties or independence of judgment or action in the performance of duties, or adverse to the interests of the Project or employees; (v) Restrictions restrictions on use of an office or job position for a purpose that is, or would to a reasonable person appear to be, primarily for the private benefit of a director, member, officer or supervisory or management person, rather than primarily for the benefit of the Concessionaire or the Project, or primarily to achieve a private gain or an exemption from duty or responsibility for a director, member, officer or supervisory or management person; and (vi) Adherence adherence to the Department’s organizational conflict of interest rules and policies pertaining to the hiring of any Consultant consultant which has assisted the Department in connection with the negotiation of this Agreement or the conduct of Oversight Services for the Project. (b) The Concessionaire shall will cause its directors, members, officers and supervisory and management personnel, and require those of its contractorsContractors, to adhere to and enforce the adopted policy on ethical standards of conduct. The Concessionaire shall will establish reasonable systems and procedures to promote and monitor compliance with the policy. (c) Without limiting the foregoing provisions of this Section 25.02, the Concessionaire further agrees: (i) no gifts, gratuities, or favors of any nature whatsoever will be given or offered by any Concessionaire Party to personnel of the Department; and (ii) no 201 DMEAST #27287336 v26 Concessionaire Party will employ any personnel of the Department for any services during the Term, without the prior written consent of the Department. If the Department determines, after investigation, that a Concessionaire Party or any of its employees, representatives, or agents of any person acting in its behalf have violated this provision, the Concessionaire Party may, at the discretion of the Department, be disqualified from bidding on future contracts with the Department for a period of six months from the date of the Department’s determination of such a violation. Any implicated employees, agents, or representatives of the Contractor may be prohibited from working on any contract awarded by the Department for the period of disqualification.

Ethical Standards. (a) The Concessionaire has adopted and provided copies to the Department of its written policies establishing ethical standards of conduct for all its directors, officers and supervisory or management personnel in dealing with the Department and employment relations. Such policy policies including any amendments or modifications shall will include standards of ethical conduct concerning the following: (i) Restrictions restrictions on gifts and contributions to, and lobbying of, the Department, the CTB any State Party and any of their respective commissioners, directors, officers and employees; (ii) Protection protection of employees from unethical practices in the selection, use, hiring, compensation or other terms and conditions of employment, or in firing, promotion and termination of employees; (iii) Protection protection of employees from retaliatory actions (including discharge, demotion, suspension, threat, harassment, pay reduction or other discrimination in the terms and conditions of employment) in response to reporting of illegal (including the making of a false claimClaim), unethical or unsafe actions or failures to act by the Concessionaire or its personnel or any contractorsContractors; (iv) Restrictions restrictions on directors, members, officers or supervisory or management personnel of the Concessionaire engaging in any transaction or activity, including receiving or offering a financial incentive, benefit, loan or other financial interest, that is, or to a reasonable person appears to be, in conflict with or incompatible with the proper discharge of duties or independence of judgment or action in the performance of duties, or adverse to the interests of the Project or employees; (v) Restrictions restrictions on use of an office or job position for a purpose that is, or would to a reasonable person appear to be, primarily for the private benefit of a director, member, officer or supervisory or management person, rather than primarily for the benefit of the Concessionaire or the Project, or primarily to achieve a private gain or an exemption from duty or responsibility for a director, member, officer or supervisory or management person; and (vi) Adherence adherence to the Department’s organizational conflict of interest rules and policies pertaining to the hiring of any Consultant consultant which has assisted the Department in connection with the negotiation of this Agreement or the conduct of Oversight Services for the Project. (b) The Concessionaire shall will cause its directors, members, officers and supervisory and management personnel, and require those of its contractorsContractors, to adhere to and enforce the adopted policy on ethical standards of conduct. The Concessionaire shall will establish reasonable systems and procedures to promote and monitor compliance with the policy. (c) Without limiting the foregoing provisions of this Section 25.02, the Concessionaire further agrees: (i) no gifts, gratuities, or favors of any nature whatsoever will be EXECUTION VERSION – DECEMBER 5, 2011 given or offered by any Concessionaire Party to personnel of the Department; and (ii) no Concessionaire Party will employ any personnel of the Department for any services during the Term, without the prior written consent of the Department. If the Department determines, after investigation, that a Concessionaire Party or any of its employees, representatives, or agents of any person acting in its behalf have violated this provision, the Concessionaire Party may, at the discretion of the Department, be disqualified from bidding on future contracts with the Department for a period of six months from the date of the Department’s determination of such a violation. Any implicated employees, agents, or representatives of the Contractor may be prohibited from working on any contract awarded by the Department for the period of disqualification.