J. MILLARD TAWES, Governor                     1407

(e)    provide that no transfer of ownership of the capital stock,
securities or interests in, the ANY Contractor , WHOSE PRINCIPAL
BUSINESS IS THE OPERATING CONTRACT, shall be made with-
out written approval of the Board and the certificates or other instru-
ments representing such stock, securities or interests shall contain a
statement of this restriction;

(f)    provide that the Board shall have the sole authority to de-
termine the rates or fares to be charged, the routes to be operated
and the service to be furnished;

(g)    specify the obligations and liabilities which are to be assumed
by the Contractor and those which are to be the responsibility of the
Authority;

(h) provide for an annual audit of the books and accounts of the
Contractor by an independent certified public accountant to be
selected by the Board and for such other audits, examinations and
investigations of the books and records, procedures and affairs of
the Contractor at such times and in such manner as the Board shall
require, the cost of such audits, examinations and investigations to
be borne as agreed by the parties in the operating contract; and

(i) provide that no operating contract shall be entered into for
a term in excess of five years; provided, that any such contract
may be renewed for successive terms, each of which shall not exceed
five years. Any such operating contract shall be subject to termi-
nation by the Board for cause only.

317-53. Compensation for Contractor—

Compensation to the Contractor under the operating contract may,
in the discretion of the Board, be in the form of (1) a fee paid by
the Board to the Contractor for services, (2) a payment by the
Contractor to the Board for the right to operate the system, or (3)
such other arrangement as the Board may prescribe; provided, how-
ever, that the compensation shall bear a reasonable relationship to
the benefits to the Authority and to the estimated costs the Authority
would incur in directly performing the functions and duties delegated
under the operating contract; and provided, further, that no such
contract shall create any right in the Contractor (1) to make or
change any rate or fare or alter or change the service specified in
the contract to be provided or (2) to seek judicial relief by any form
of original action, review or other proceedings from any rate or
fare or service prescribed by the Board. Any assertion, or attempted
assertion, by the Contractor of the right to make or change any
rate or fare or service prescribed by the Board shall constitute cause
for termination of the operating contract. The operating contract
may provide incentives for efficient and economical management.

317-54. Selection of Contractor—

The Board shall enter into an operating contract only after formal
advertisement and negotiations with all interested and qualified
parties, including private transit companies rendering transit service
within the Zone; provided, however, that, if the Authority acquires
transit facilities from any agency of the Federal or District of
Columbia Governments, in accordance with the provisions of Article
VII, Section 317-19 of this Title, the Authority shall assume the