HomeMy WebLinkAboutbocc.con.162.2007GONTRACT #,~~, 0 7
AN EMERGENCY ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS
OF PITI~N COUNTY, COLORADO AUTHORIZING EXECUTION OF THREE
TERMINAL BOOTH SPACE LEASES IN THE ASPEN/PITKIN COUNTY AIRPORT
Ordinance No. _ [/~/ ,Series of 2007
RECITALS
1. Pitkin County, a Colorado home-rule County, is the owner, sponsor and operator of the
Aspen/Pitkin County Airport (Sandy Field), located in the vicinity of Aspen, Colorado, and hay
the authority to regulate commercial activities and to lease and license space at the Airport,
pursuant to, inter alia, 1973 C.R.E. 41-4-101 et se___1c ., 30-35-202, Title 10 of the Pitkin County
Code, Article 1, Section 8.7 of the Pitkin County Home Rule Charter; and
2. Pitkin County and the St. Regis Resort Aspen, Hy-Mountain Transportation, and Snow
Limousine, entered into temporary lease agreements which all expired April, 30a` 2007.
3. Lessees desire to lease the three vacant booth areas of approximately 102 square feet each
located in the baggage claim area of the main terminal to provide customer service, remote guest
check-in and ground transportation services.
4. Pitkin County fmds that the utilization of the three vacant booth spaces for these services,
are in the best interest of the public, the County, and the Airport.
5. The Use and License Agreements for each company are attached.
NOW, THEREFORE, be it ordained by the Board of County Commissioners of Pitkin County,
Colorado that the Board of County Commissioners does hereby authorize the Chair to sign on its
behalf, the Use and License Agreements between the Board of County Commissioners of Pitkin
County and the St. Regis Resort Aspen, Hy-Mountain Transportation, and Snow Limousine for
the purpose of guest remote check-in and ground transportation services located in the baggage
claim area.
INTRODUCED, ADOPTED, AND SET FOR CONFIRMATORY PUBLIC HEARING
BY THE BOARD AT ITS REGULAR MEETING ON THE 27`t' DAY OF JUNE.
PUBLISHED, INCLUDING NOTIEC OF PUBLIC HEARNG IN THE ASPEN TIMES
ON THE 1sT DAY OF JULY, 2007.
CONFIRMED AT A PUBLIC HEARING ON JULY 11, 2007.
PUBLISHED AFTER CONFIRMATORY PUBLIC HEARING 1N THE ASPEN TEMMS
WEEKLY ON JULY 22.
ATTEST:
Jones
Clerk d Recorder
APPROVED AS TO FORM:
Jo ,
County Attorney
COUNTY MANAGER:
l~'~ ~4
Hilary Fle c er
BOARD OF COUNTY
COMMISSIONERS OF PITION
COUNTY,COLORADO
ichael Owsley
Chair
Date:
APPROVED
Elwood, A.
of Aviation
NOTE: Hy-Mountain Transportation never executed an
agreement
~~~ROu~D B'~ BOCC CONTRACT #~~ 7
ON b - Z 7 - 2aa 7
OQ~ INf~NG~ ~~~ a0~ ~ USE AND LICENSE AGREEMENT
AIRPORT TERI<11NAL COUNTER SPACE
THIS AGREEMENT, made and entered into as of the date last below signed by and
between THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY,
COLORADO, a Colorado home rule county (hereinafter the "County"), and SNOW
LIMO (hereinafter "the Company")
WITNESSETH:
WHEREAS, the County owns and operates the Aspen/Pitkin County Airport,
also known as Sardy Field (hereinafter the "Airport")and the terminal building complex
(hereinafter the "Terminal" or the "Air-Carrier Terminal") and does maintain various
spaces for the use of the public and from time to time does and shall license or permit the
use of parts of these areas to various individuals, firms or corporations to serve the users
of the Airport; and
WHEREAS, the County has authority to regulate commercial activities on
Airport property and to enforce these regulations, pursuant to, inter alia, C.R.S. 41-4-101,
et se ., the Pitkin County Airport Regulations (Title IV, Pitkin County Code) and the
Airport's Ground Transportation Rules and Regulations, promulgated thereunder from
time to time; and
WHEREAS, the Company is regularly in the business of providing public ground
transportation services or associated ground transportation services by taxi and/or van
and/or bus and/or other vehicle to and from the Aspen/Pitkin County Airport under
authority granted to it by license(s) from the Public Utilities Commission (PUC) of the
State of Colorado or the Federal Highway Authority {FHWA, formerly known as ICC);
and
WHEREAS, the County is willing to permit the Company to occupy and
maintain terminal counter space for the operation, and coordination of its transportation
business to and from the Airport for its taxi, van, or bus service, or other associated
ground transportation service in the arrivals/baggage claim area only at the Aspen/Pitkin
County Airport, all as more specifically hereinafter provided, as well as allow the
Company access to certain portions of the Aspen/Pitkin County Airport in furtherance of
its business activities there; and
WHEREAS, the Company is ready, willing and able to occupy and maintain such
counter space and perform its business functions there at in accordance with the terms,
standards and conditions hereinafter set out:
NOW, THEREFORE, for and in consideration of the terms, conditions and
mutual covenants hereinafter contained and other valuable consideration, the parties
hereto agree as follows:
LICENSE AND USE PERMITTED.
A. The County grants and permits unto the Company for the term hereof the
right to occupy and use a portion of the arrivals/baggage claim area at the Terminal
Building at the Airport consisting of an area containing a total of approximately one
hundred two (102 square feet, depicted on the attached Exhibit "A" which is marked as
Space 1.
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B. The County also grants the right to use the public- access roads,
driveways, loading and unloading areas, and parking lots on the airport for commercial
purposes, subject to Airport Rules and Regulations, as depicted on the attached Exhibit
"B" for such use in common with other users of a similar class.
C. The County expressly does not grant Commercial operating privileges for
passenger loading on the Airport through this Agreement. All commercial ground
transportation activities, including those operations conducted under proper PUC and/or
FHWA authority, are prohibited on the Airport, unless expressly permitted to operate on
the airport in writing, in advance, and under permit by the Director of Aviation, or his/her
designee.
D. For purposes of this Agreement, the following Pitkin County definitions
are applicable and shall be enforced by the County:
1. A "taxicab" shall be defined as any passenger carrying vehicle with a
maximum seating capacity of seven (7) passengers plus the driver holding
a Certificate of Public Convenience and Necessity issued by the Colorado
Public Utilities Commission for transportation of passengers and their
baggage in taxicab service operating on a "call and demand" basis, the first
passenger: (1) having exclusive use of the vehicle unless he/she agrees to
"multiple loading": and (2) having the ability to designate any destination,
route, or stops desired on the route;
2. A "limousine/van/shuttle" shall be defined as any passenger carrying
vehicle with a maximum seating capacity of fourteen (14) seats plus the
driver operating on a "call and demand" basis, transporting passengers at a
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per person rate, the use of said vehicle not being exclusive to any
individual or group;
3. A "bus" shall be defined as any passenger carrying vehicle with fifteen
(15) or more passenger seats not including the driver, regardless of type of
service;
4. A "courtesy vehicle" shall be defined as any vehicle permitted to transport
its customers as a "courtesy" service only, not for hire/not for
compensation;
5. "On schedule/scheduled" service means the transportation of passengers or
property between fixed points and over designated routes at established
times as specified in the carrier's time schedule as filed and approved by
the appropriate jurisdictional authority;
6. "On call-and-demand/call and demand" means the transportation of
passengers or property not "on schedule" or "charter, pre-book,
prearrangement, manifested";
7. "Charter service", "pre-book/preatran~ement", or "manifested service"
means the transportation of passengers who are traveling together in a
group pursuant to a common purpose, under a single contract, at a fixed
charge for the vehicle having acquired the exclusive use of that vehicle;
8. "Type of service" generally means those definitions as defined in those
paragraphs immediately above.
9. "Permit" means the actual vehicle/ID permit itself, which therefore, when
issued properly, means an operating authority to pickup
passengers/customers as an operator of one of the defined vehicles above
at the Aspen/Pitkin County Airport (Sardy Field}.
10. "Air fre~ht handlers" means those shippers and/or receivers of air
freight/cargo that are specifically and only using the services of the
commercial air carriers/airlines. This definition does not include other
freight/cargo operators picking up from or delivering to customers within
the commercial terminal building, i.e. UPS, FedEx, etc. These operators
shall not park in those areas designated for commercial ground
transportation operators for any reason. All vehicles shall be operated
from only those areas specifically marked, and permitted for passenger
unloading, staging, stacking/queuing, and loading/pick-up.
2. TERM OF AGREEMENT. The term of this Agreement shall commence as of
5:00 a.m. local time on July 1, 2007 and shall expire at 10:00 p.m. local time on June 30,
2009. At the option of the County and in mutual agreement with the Company and
provided Company is not in breach and has performed in a satisfactory manner
acceptable to the County, the County shall have the option to renew this Agreement
under terms and agreements acceptable to the County for up to two additional one year
periods. The County's exercise of its right of renewal shall be exercised by delivery of
written notice to the Licensee sixty (60) days prior to the expiration of the term.
3. FEES. The Company agrees to pay to the County for the right to occupy the
described Terminal areas and facilities for the term of this Agreement, the following rent:
A. $50.40 per square foot per year, or four hundred twenty-eight dollars and
forty cents ($428.40) per month, paid in advance on the first day of each month and each
succeeding month for the license terns. Rent may be increased by the County at the same
time the annual terminal rent is adjusted, upon thirty (30) days' notice. Partial months
shall be prorated. Payments shall be due as provided in Section 8 in advance by the first
of each month.
4. PERFORMANCE AND PAYMENT SECURITY. Promptly after execution of
this Agreement and prior to actual occupancy and use of the Premises, Lessee shall
deliver to County (and thereafter maintain current for the entire term of this Agreement),
certain deposits or instruments, as security for the full and timely performance and
payments by Lessee of all of its obligations hereunder including, without limitation, the
payment of the Base Rent, Additional Rent hereunder, as follows:
A. Types of Security. Lessee shall deliver cash or certified funds Security
Deposit of eight hundred twenty-five dollars ($857.00). These requirements may
be waived or reduced in writing by the County, in its sole discretion, for a Lessee
with a satisfactory payment or performance history for at least three (3) years;
provided, however, that if the Airport issues a Notice ofNon-Compliance or
Notice of Default involving one or more failures to timely pay any rent or charges
hereunder, it may, as part of that Notice, as material element of this Lease, require
either the Security Deposit or this surety instrument or both to be delivered
promptly as part of any cure of such Notice.
It is expressly agreed that such amounts are not an advance payment of rental or a
measure of Lessor's damages in case or default by Lessee. Lessor shall have the
right to commingle any cash amounts received hereunder with its other funds.
B. County Use of Required Security. If at any time during the Tenn hereof,
any of the Base Rent or Additional Rent shall be overdue and unpaid, or any other
sum payable by Lessee or Lessor hereunder shall be overdue and unpaid, then
Lessor may, at its option, and upon Notice to Lessee, appropriate and apply any
portion of the Security Deposit to the payment of any such overdue amount. In
the event of the failure of Lessee to keep and perform any of the terms, covenants
and conditions of this Lease, then Lessor may, at its option and upon Notice to
Lessee (and its surety, if applicable), appropriate and apply the Security Deposit,
or so much thereof as may be necessary, to compensate Lessor for advances,
expenses, loss or damage sustained or suffered by Lessor due to such breach on
the part of Lessee.
C. County Return/Release of Required Security. No later than sixty (60)
days after the expiration or termination of this Lease, Lessor shall: 1) If Lessee
has complied with all of the terms, covenants and conditions of this Lease and has
paid all of the rental herein provided for, and all other sums payable by Lessee to
Lessor hereunder, then return the Security Deposit and /or release the surety, or;
2) If Lessee has not complied with such obligations, provide written notice to
Lessee and/or its surety of Lessor's claims against said amounts and return release
the remainder.
5. USE OF PREMISES.
A. The County hereby grants to the Company the right and privilege to
occupy the Terminal area described above at all times when the Air-Carrier Terminal
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shall be regularly open for business, together with the necessary right ofpublic-access
ingress thereto and egress therefrom, for the sole purpose ofoperating anon-exclusive
concession for the providing of taxi, limousine, and/or bus service to and from the
Aspei>/Pitkin County Airport for the benefit of the public. The Company shall provide all
personnel, supervision, equipment and supplies necessary to operate its business.
The booth, or in the case of call-and-demand transportation providers the curbside
as a starter, shall be open for business, staffed and supervised, seasonally, and as follows:
During the "winter season": Forty (40) hours per seven (7) day
work week. "Winter season" is defined as those actual dates when both
Aspen Mountain and Snowmass Ski Areas are open for daily business.
2. Durin tg he "spring off-season": As the Company determines, and
with notification to the Director of Aviation, or his/her designee. "Spring
off-season" is defined as that period of time between the last date both
Aspen Mountain and Snowmass Ski Areas as specified above are open for
daily business and Memorial Day.
3. During the "summer season": Forty (40) hours per seven (7) day
work week. "Summer season" is defined as that period of time between
Memorial Day and Labor Day.
4. During the "fall off season": As the Company determines, and
with notification to the Director of Aviation, or his/her designee. "Fall off-
season" is defined as that period of time between Labor Day and first date
both Aspen Mountain and Snowmass Ski Areas are open for daily
business.
/I
The booth shall be kept and maintained, whether staffed or unstaffed, in a clean,
orderly and business-like condition. The Company further agrees to use the area herein-
above described for the said purposes stated only, unless otherwise specifically
authorized in advance in writing by the Director of Aviation, or his/her designee.
No display or device shall be installed upon the Terminal space which in any way
obstructs the public view of or access to another licensed space, and all displays shall be
in compliance with the further provisions of this Agreement. Further, the Company shall
not commit or permit any nuisance to arise from or related to its rights granted herein, or
its occupancy of the Air-Carrier Terminal or the Airport. The Company may, in the
discretion of the Director of Aviation, be permitted to utilize the premises before and
after the hours which it normally operates; PROVIDED, that any expense to the County
arising from said use, including supervision of the security premises, shall be paid by the
Company (or prorated equitably among all users if more licensees than the Company
shall use the terminal during hours when it is normally closed).
B. There is further granted to the Company the right for itself, its employees,
agents and invitees, to utilize the public facilities with the non-exclusive waiting and
concession areas of the Air-Carrier Terminal such as rest rooms, restaurant, vending
machines, drinking fountains and the like for the public purposes intended; PROVIDED,
however, there shall be no waiting, lounging, loitering, gathering in groups, or
solicitation, advertisement or conduct of business by the Company's employees in such
areas.
C. Said area provided for in paragraph 1.A., above, shall be subject to the
following:
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The County shall provide, at no cost to the Company, the
unfinished shell booth area. The County may, at the request of the
Company, design and construct reasonable additions to the booth, finish
the exterior of the same and provide utility connections and special
electrical work ordered at the special instance and request of the
Company. The total expense for construction of such shell booth
additions, utility comiections and special work, if any, shall be reimbursed
to the County by the Company prior to occupancy hereunder.
2. Finishing of the interior of the shell booth and appropriate signage
shall be performed by the Company also at its expense and the design
thereof and graphics placed thereon shall have the prior written approval
of the Director of Aviation. All work done by the Company shall be
completed promptly, in a workmanlike manner, and in compliance with
the first-class design and finish standards of the Airport.
3. The Company, subject to the further provisions herein, shall be
entitled to remove all items incorporated in the interior finishing and
signage of the shell booth so long as the removal is completed without
damage to the booth structure or any such damage is properly and
promptly repaired.
D. The licensed space may be used by the Company for purposes of
disseminating information to the public and the operation and coordination of business,
all in a first-class businesslike manner, and for use as office space, limited to the conduct
of its business to and from the Airport. The use of public web-cams or similar
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technology to broadcast video signals off-site is not permitted without the prior written
consent of County.
E. The Company shall not interfere with (or permit interference by its agents) the
business or operations of any other lessee, licensee, or permittee in the Terminal or on the
Airport. Further, the Company shall not interfere with the County's contractual or
operational relationship to other lessees, licensees or Permittees in the Terminal or on the
Airport.
6. OPERATION OF THE COMPANY.
A. In addition to the right to use and occupy space as provided herein, the Company
hereby agrees to abide by such Rules and Regulations as shall be promulgated from time
to time by the County for the use of the Airport, relating to pickup and delivery of
passengers, loading and unloading of baggage, etc. A copy of the current Rules and
Regulations is attached hereto as Exhibit "B". The parties agree that the Company shall
be responsible for immediately distributing a copy of these Rules and Regulations (or any
future amendments thereto) to all persons operating under its PUC/FHWA certificate(s).
Any new or amended Rules and Regulations shall be deemed effective five (5) business
days after notice thereof is posted, pursuant to Section 8-8, Airport Regulations, and/or
delivered to the Company pursuant to the notice provisions below. For purposes of
enforcement under this Agreement, delivery of Rules and Regulations to the Company
shall be deemed delivery to all persons operating under its Certificate(s). For purposes of
this Agreement, the "Company" shall include all employees, owner/ operators, sub-
contractors, agents and representatives, including all persons operating under the
Company's permit(s) and all persons driving vehicles marked with the Company's name
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and/or graphics. The Company agrees that all vehicles used in its operations to and from
the Airport shall be clearly marked and identifiable as Company vehicles, including all
such markings and notices as the certifying agency shall require.
Neither drivers of the Company's vehicles nor any other employees,
owner/operators or agents of the Company shall solicit or conduct business in any portion
of the Air-Carrier Terminal or anywhere on the Airport property by "hawking" or other
unbusinesslike, noisy or disruptive conduct. All vehicle drivers shall stay in their
vehicles except to load baggage after being hired, to unload baggage after unloading
passengers at the Airport or to reasonably use the public facilities at the Airports defined
herein.
Taxi and/or limousine drivers may only porter passenger's baggage:
(1) If curbside porter service is not reasonably available, the
passenger(s) has, without solicitation by the driver, so requested such assistance and
leaving an unattended vehicle would not cause or aggravate traffic congestion (while this
section may not be used as a defense against a traffic charge of leaving an unattended
vehicle, any driver who believes these circumstances are available may ask for situational
confirmation/permission to operate under this section from a Regulation Enforcement
Officer); or
(2) The driver is claiming and delivering delayed baggage under
contract.
B. No taxicabs, limousines, or buses except those acting under an Airport
Commercial Operating Permit shall pick up passengers for hire at the Aspen/Pitkin
County Airport.
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C. If so requested by the Airport, the Company shall provide at the start of
this term, maintain and promptly update as necessary through out the term a complete list
of all Company drivers, including employees, agents, owner/operators and
subcontractors, and their dates of birth and current, valid drivers' license numbers. All
Company drivers shall possess valid drivers' licenses of a class appropriate to their
occupation.
D. If Company operates under the authority of the PUC/FHWA, the
Company shall provide at the start of this term, maintain and promptly and update as
necessary throughout the term, a list of the Company vehicles operating at the Airport,
including Company identification number, PUC/FHWA number if appropriate, Colorado
registration number, vehicle identification number (VIN), make, model, year, color and
all records of safety inspections and compliance certificates. All vehicles shall have
current valid PUC/FHWA inspections and the Company shall be responsible for
documenting said compliance. No vehicle shall operate on the Airport that is not
included on such list and otherwise in compliance with this Agreement, the PUC/FHWA
authority and/or the Commercial Operating Permit. The County reserves the right to
conduct its own safety and license compliance inspections of Company vehicles and
drivers operating at the Airport, without notice and at such times and in such manner as
the County., in its reasonable discretion, believes to be necessary for the safety of Airport
passengers. Such inspections shall include, without limitation, compliance with
PUC/FHWA inspections and requirements, windshields, windshield wipers, lights, tires
and braking. If a safety defect in any vehicle is discovered during such inspection, the
vehicle shall not be permitted to operate at the Airport thereafter until the defect has been
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repaired. The specific vehicle must display a Company identification number displayed
in a conspicuous location in contrasting letters.
E. If a surcharge is added to a fare to cover the costs of administration of County
requirements hereunder pursuant to PUC/FHWA regulations, the surcharge shall be
limited to the estimated costs per loaded vehicle leaving the Airport and notice of the
surcharge, in language satisfactory to the County, shall be included on the required
PUC/FHWA notice sheet.
F. Enforcement. Enforcement of the operational requirements of this
Agreement, Title X, of the Pitkin County Code (Airport Regulations), specific Ground
Transportation Rules and Regulations, and other regulations set forth and promulgated
from time to time by the Director of Aviation, will be conducted in accordance with Title
X of the Pitkin County Code.
In this license term, two violations by an individual driver of the following list
shall result in his/her mandatory minimum suspension from operations to or from the
Airport for one year; three violations by any one Company's drivers of the following list
shall result in that Company's mandatory minimum suspension from operations to or
from the Airport for one year. Violations subject to this mandatory minimum suspension
are as follows:
(1) Commission of a violent act (e.g. striking or fighting)
against another person or active participation (except in apeace-keeping capacity) in a
violent incident at the Airport.
(2) Conviction of the Colorado Criminal Code of misdemeanor
or felony status for conduct taking place on the Airport.
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(3) Careless or Reckless driving on the Airport.
(4) Driving a taxi, limo or bus while under the influence of
alcohol or drugs, or driving the same while ability is impaired by alcohol or drugs on the
Airport.
(5) Operation of vehicles without proper PUC/FHWA
markings, without current PUC/FHWA inspections or in an unsafe condition at the
Airport.
(6) Knowingly misrepresenting charges and/or overcharging
for carriage or services to passengers to or from the Airport.
(7) Willfully failing to pay fees to County.
(8) Willfully damaging equipment, improvements or facilities
at the Airport owned by any person.
(9) Unpermitted pickup of passengers at other than permitted
loading zones at the Airport.
(10) Behavior indicating willful disregard of life, health or
safety of persons on the Airport.
To be subject to this mandatory minimum suspension, such violations shall be separate,
unrelated and non-continuous. Nothing herein shall be construed to limit the right of a
Hearing Officer from ordering suspensions for various periods for lesser or different
violations if the facts provided at any hearing so warrant.
6. QUALITY OF SERVICE/COMPLAINT RESOLUTION/PERFORMANCE
REVIEW BY COUNTY.
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A. The Licensee shall conduct its commercial operations hereunder in a manner
consistent with the standards of first-class commercial operators in first-class resort
communities throughout the United States.
B. Licensee acknowledges that the County has an interest in resolving any
complaints arising from the Licensee's operations, both as owner/operator of the Airport
and as holder of police power within the County. Based on the foregoing, in the event
that County shall receive any complaint arising from Licensee's operations, County shall
immediately transmit such complaint to Licensee for resolution. Within five (5) business
days of the receipt of the complaint, Licensee shall provide to the Director of Aviation, or
his/her designee, a written report of the complaint and its resolution or of Licensee's
attempts at resolution. Failure by Licensee to resolve a great majority of these complaints
and/or to correct the underlying cause of these complaints to the satisfaction of the
Director of Aviation shall be grounds for non-renewal of this Agreement.
C. At least once annually hereunder, Licensee shall be entitled, at its request,
to a written evaluation of its performance under this Agreement from the Director of
Aviation. This report shall contain specif c areas in which performance has been
unsatisfactory or satisfactory and specific standards for satisfactory performance.
7. AIRPORT REGULATIONS ENFORCEMENT AND TRAFFIC
CONTROL. The County shall provide ground transportation supervision to all
vehicular traffic and pedestrians at the Airport during periods which it determines to be
the peak airport operational hours during the normal Pitkin County tourist seasons. Such
officers shall be the employees of the County and have the right to direct the officers,
agents, drivers, owner/ operators and employees of the Company. The purpose of such
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officers shall be to direct the expeditious and efficient loading and unloading of
passengers and baggage utilizing the Airport, to control vehicles, pedestrians and parking
within the designated areas of the Airport and to assure compliance with the operational
requirements and Rules and Regulations relating thereto.
8. PAYMENTS. All fee payments hereunder shall be made without demand at the
Pitkin County Treasurer's Office, Pitkin County Courthouse, 506 East Main Street, Suite
201, Aspen, Colorado, 81611 and shall be made in legal tender of the United States. Any
checks given to the County shall be made payable to "Pitkin County" and shall be
received by it subject to collection. Sums which remain unpaid to the County more than
ten (10) days after the same shall become due shall bear interest at the rate of two (2%)
percent per month from and after the due date thereof until paid in full.
9. UTILITIES. The County, at its expense and in its reasonable discretion, will
furnish normal illumination, standard grounded electrical outlets, phone conduit to the
booth herein licensed and heat for the premises of the Company in the said Air Terminal,
subject to the provisions of paragraph 4.C.
10. CARE OF AREA.
A. The Company agrees to keep and maintain all areas occupied or used by it
in the Air-Carrier Terminal or on the Airport in a neat, clean, safe, sanitary and orderly
condition at alI times, and keep such areas free at all times of all paper, rubbish and
debris; and will use the premises as to not injure them, except for ordinary wear and tear
resulting from lawful use in accordance with the terms of this Agreement.
B. The County shall remove snow from and provide general maintenance for
the taxi, limousine and bus ready areas and baggage handling areas, as well as all public-
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access roads within the Airport. The Company shall be responsible jointly with other
users thereof for policing and cleanup of the taxi, limousine and bus ready areas and shall
cooperate with the County in order to accommodate the efficient removal of snow
therefrom and the performance of general maintenance thereon,
11. SIGNS. The Company agrees that no signs or advertising materials shall be
painted on, erected, placed or displayed in any manner upon the licensed area or any
other portions of the Airport without the prior specific written approval of the Director of
Aviation or his/her authorized representative.
12. REMOVAL OF EQUIPMENT. All equipment and property placed by the
Company at its expense in, on or about the licensed area, including all trade fixtures
temporarily affixed to the realty but which may be removed without damage thereto, shall
remain the property of the Company, and the Company shall have the right at any time
during the term hereof, when not in default hereunder, to remove all such equipment,
property and trade fixtures; provided, however, that such removal shall be accomplished
without damage to the Terminal or upon prompt repair of such damage by the Company.
All property placed by the Company at its expense in, on or about the premises and
affixed to the realty so that same cannot be removed without damage, shall become the
property of the County and shall not be removed by the Company at any time, except that
the County reserves the right to require the Company to remove the same and restore the
premises to the same condition as existed at the commencement of the term hereof,
ordinary wear and tear, fire and other casualty excepted.
13. RIGHT OF INSPECTION. It is mutually agreed that the County's duly
authorized representative(s) shall have at any and all times the full and unrestricted right
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to enter the licensed and used areas for the purpose of inspecting or protecting such
premises and of doing any and all things with reference thereto which the County is
obligated to do as set forth herein or which may be deemed necessary for the proper
general conduct and operation of the Airport or in the County's police power.
14. DAMAGE TO OR DESTRUCTION OF PREMISES. In the event the areas
covered hereunder or any portion thereof shall be destroyed or damaged by fire or
otherwise, to any extent which renders them unusable, the County may rebuild or repair
such destroyed or damaged portions and the obligation of the Company to pay the booth
fees hereunder shall abate as to such damaged or destroyed portions during the time they
shall be unusable if no substitute temporary facilities are provided during such repair and
rebuilding. In the event the County shall elect not to proceed with the rebuilding or
repair of the major portion of the premises (if so destroyed or damaged), within a period
of ninety (90) days after the destruction or damage, the Company, may, at its option,
cancel and terminate this Agreement.
15. INDEMNITY AND INSURANCE.
A. As further consideration hereunder, the Company and its officers,
employees, agents, representatives and subcontractors shall release, discharge, indemnify
and hold harmless the County of Pitkin (including Aspen/Pitkin County Airport) and its
officials, employees, agents and representatives from and against liability for any claim,
demand, loss, damages, penalty, judgment, expenses, costs (including costs of
investigation and defense), fees (including reasonable attorney and expert witness fees) or
compensation in any form or kind whatsoever for any bodily injury, death, personal
injury or property damage caused by, arising out of or in connection with any negligent
2~
act, intentional act, error or omission by the Company (as defined above) or for any
resulting liability alleged to accrue against the County on account of the Company's acts,
errors or omissions; provided, however, that such indemnity shall not be construed as an
indemnity for bodily injury or property damage arising from the sole negligence or
intentional acts of the County or its employees.
B. The Company further shall investigate, process, respond to, adjust, provide
defense for and defend, pay or settle all claims, demands, or lawsuits related hereto at its
sole expense and shall bear all other costs and expenses related thereto, even if the claim,
demand or lawsuit is groundless, false or fraudulent.
C. To fund this indemnity, in whole or in part, the Company shall secure and
maintain for the term of its contractual relationship with the County such insurance
policies, from companies licensed in the State of Colorado, as will protect itself, the
County (with the County as named additionally insured), and others as specified, from
claims for bodily injuries, death, personal injury or property damage, which may be
caused, arise out of or result from the acts, errors or omissions of the Company and its
officers, employees, agents, representatives and subcontractors. The minimum insurance
requirement prescribed herein shall not be deemed to in any way Limit the obligations of
the Company hereunder. The following insurance coverage, at or above the limits
indicated and including such endorsements as are indicated by an "X", are required:
(1) Statutory Workers' Compensation: Colorado statutory minimums
(2) Commercial General Liability -ISO 1996 Form or equivalent
Each Occurrence Limit $1.000,000
General Aggregate Limit $2.000.000
Products/Completed Operations Aggregate Limit $2,000,000
~~
Comprehensive Form (All risks) to include:
x Premises/Operations
-Underground, Explosion &
Collapse Hazard
x Products/Completed Operations
x Contractual Liability
x Independent Contractors and Subcontractors
x Broad Form Property Damage
x Personal Injury
(3) Business Auto Coverage:
Combined Single Limit Liability (each accident) $1,000,000
Bodily Injury (per person per accident)
Property Damage (per accident)
Coverage to include:
x Any auto
-All Owned Autos
-Hired Autos
_ Non-Owned Autos
Garage Liability
D. To provide evidence of the required insurance coverage, copies of
Certificates of Insurance in a form acceptable to the County shall be filed with the
County (through the Director of Aviation) no later than ten (10) calendar days prior to
commencement of operations affecting the County. Failure to file or maintain acceptable
Certificates of Insurance with the County is agreed to be a material breach of this
Agreement and grounds for rescission or termination. These Certificates of Insurance
shall contain a provision that coverage afforded under the policies will not be canceled or
materially altered unless at least thirty (30) calendar days prior written notice by certified
mail, return receipt requested (effective upon proper mailing), has been sent to the
County (through the Director of Aviation). (For purposes of this provision, "materially
altered" shall mean a change affecting the coverage required herein, including a change
to policy limits as set out in the then-current policy declarations page.) Simultaneously
~y
with the Certificates, Licensee shall file and update as necessary a certified statement as
to claims pending against required coverage, reserves established on account of such
claims, defense costs expended and amounts remaining in policy limits.
E. In addition, these Certificates of Insurance shall contain the following
clauses:
(1) The clause "other insurance provisions," in a policy in which
the County of Pitkin is named as an insured, shall not apply to the County of Pitkin.
(2) The insurance companies issuing the policy or policies shall
have no recourse against the County of Pitkin for payment of any premiums or for
assessments under any form of policy.
(3} Any and all deductibles in the above-described insurance
policies shall be assumed by and be for the amount of, and at the sole risk of the
Licensee.
(4) Location of operations shall be: "all operations commencing or
terminating at the Airport and locations at the Airport in connection with the Use and
License Agreement".
F. Certificates of Insurance for all renewal policies shall be delivered to the
Director of Aviation at least fifteen (I S) days prior to a policy's expiration date except for
any policy expiring on the expiration date of this Agreement or thereafter.
16. PATENTS AND TRADEMARKS. The Company represents that is the owner
of or fully authorized to use any and all services, processes, machines, articles, marks,
signs, names or slogans to be used by it in its operations under or in anywise connected
with this Agreement. The Company agrees to save and hold the County, its officers,
~~
employees, agents and representatives, free and harmless of and from any loss, liability,
expense, suit or claim for damages in connection with any actual or alleged or actual
unfair competition or other similar claim arising out of the operations of the Company
under or in anywise connected with this Agreement.
17. MASTER PLAN (AIRPORT AND TRANSIT)/RATES AND CHARGES.
Company acknowledges that the County is conducting Airport and Transportation master
planning which may include, without limitation, the construction and operation of a
public mass transit ground-transportation system, which may restrict or prohibit private
vehicular access to the Airport, and the re-configuration or reconstruction of the Airport
entrance/frontage road/traffic circulation system and the Company hereby releases the
County and waives any claim for damages arising therefrom. Further, the Company
agrees to co-operate fully in such plaruling efforts and to provide such information as is
reasonably requested by the County. The County agrees that it shall make reasonable
efforts to plan and shall construct such systems to avoid unreasonable restriction upon the
access to the Airport.
Company further acknowledges that the County conducts annual and on-going
rates and charges analysis and has made no representation to Company regarding rates,
fees, charges or compensation to County in any form whatsoever after the expiration of
the initial term of this Agreement.
18. THIRD PARTIES. This Agreement does not, and shall not be deemed or
construed to confer upon or grant to any third party or parties (excepting parties to whom
the Company may assign this Agreement in accordance with the provisions hereof, and
excepting any successor to the County) any right to claim damages or to bring any suit,
action or other proceeding against either the County or the Company because of any
breach hereof or because of any of the terms, covenants, agreements and conditions
herein contained.
19. TAXES AND LICENSES. The Company agrees to pay promptly all taxes,
excises, license fees and permit fees of whatever nature, applicable to its operation at the
Airport, and to take out and keep current all licenses, municipal, state (including,
specifically, required PUC/FHWA licenses and permits) or federal, required for the
conduct of its business hereunder, and further agrees not to permit any of said taxes,
excises or licenses fees to become delinquent. The Company also agrees not to permit
any mechanic's or any other lien or statutory claim to become attached or be foreclosed
upon the property herein above described, or any part or parcel thereof, by reason of any
work or labor performed or materials furnished. The Company further agrees to furnish
the County upon request, duplicate receipts or other satisfactory evidence showing the
prompt payment by it of social security, unemployment compensation, withholding, all
required licenses and all taxes. The Company further agrees to pay promptly when due
all bills, debts and obligations incurred by it in connection with its operation of said
business at said Airport, and not to permit the same to become delinquent, and to suffer
no lien, mortgage, judgment, execution or adjudication in bankruptcy which will in any
way impair the rights of the County under this Agreement.
20. COMPLIANCE WITH ALL LAWS AND REGULATIONS. The Company
agrees not to use or permit the licensed and used areas to be used for any purpose
prohibited by the laws of the United States or the State of Colorado or the Code or
Regulations of the County of Pitkin, and it further agrees that it will use the areas herein
~~-
described in accordance with all general rules and regulations adopted by the County for
the government and operation of the Airport, either promulgated by the County on its
own initiative or by or in compliance with regulations or actions of any federal agency
authorized to regulate flights to and from said Airport. The Company further agrees to
submit any relevant report or reports or information regarding its operations that the
Director of Aviation may request. The Company agrees to abide by and conform to the
then-current Airport Security Plan. The Company further agrees to promptly pay any
fines assessed by the Federal Aviation Administration (FAA) as a result of a security
violation by the Company, its officers, employees, agents or subcontractors.
21. NON-EXCLUSIVE. The Company acknowledges that this Agreement is non-
exclusive and that the County has the right to grant such other licenses, franchises, leases,
concessions and/or permits as it deems, in the exercise of its discretion that, in the sole
opinion of the County, are necessary or desirable to the efficient or economical
operations of the Airport.
22. DEFAULT AND TERMINATION
The standards and procedures for declarations of Default(s) under this Lease and
termination of Lessee's possessory rights under this Lease and/or of the Lease itself shall
be as follows:
A. Incidents of Default by Lessee. The following acts or omissions by Lessee
are agreed to be Incidents of Default:
~~
i/
Failure to make full and timely payments of rent, additional rent or
other fees or charges due and payable hereunder; or
2. The creation, maintenance, failure to correct or sufferance of a
dangerous or hazardous condition on or emanating from the Premises; or
3. Failure to obtain, maintain in full force and effect and/or provide proof
of all required types, forms and amounts of insurance; or
4. Failure to provide and maintain current and required performance and
payment surety and proof thereof; or
5. Making an assignment, conveyance or transfer of its rights and
obligations hereunder without the consent of County; or
6. Making or becoming subject to a voluntary or involuntary petition for
receivership or bankruptcy, declaration of insolvency or assignment for the benefit
of creditors; or
7. Failure to comply with any other obligation under this Lease and Use
Agreement.
B. Notice of Default. Upon the occurrence of an Incident of Default by Lessee
hereunder, Lessor shall issue a written Notice of Default to Lessee {and its surety, if
applicable), which Notice shall specify the Incident(s) of Default asserted and a cure(s)
therefor acceptable to Lessor.
C. Lessee's Right to Cure, Lessee shall have the right to cure an Incident of
Default, unless Lessee has abandoned the Premises, in which case Lessee shalt be
deemed to have waived any right to cure. As a condition precedent to this right to cure,
Lessee must provide Notice, promptly after the effective date of the Notice of Default, to
~~
Lessor of Lessee's intention to cure and whether it agrees with the County' proposed cure
or has a counterproposal. The time periods for cure, after the effective date of any Notice
of Default, shall be:
Within three (3) business days if the default is maintenance of a
hazardous condition or failure to maintain and/or prove required insurance
coverage(s); or
2. Within ten (10) calendar days if the default is failure to make full and
timely payments hereunder; or
3. Within twenty (20) calendar days if the default is in the performance of
any other obligation or conditions to be performed under the provisions of this
Agreement.
1f, in the discretion of Lessor, a cure acceptable to Lessor is promptly
undertaken and diligently prosecuted by Lessee and the cure required cannot
reasonably be completed within the foregoing time periods, Lessor may, upon
timely request and proof of such mitigating circumstances by the Lessee, extend the
period to cure by a reasonable time.
In the event of multiple Incidents of Default, the cure periods above shall be
concurrent, not consecutive.
D. Lessor's Right to Cure. If Lessee should fail to cure any default hereunder
within the time herein permitted, or if a dangerous or emergency situation exists at any
time, Lessor, without being under any obligation to do so and without thereby waiving
such default, may make such payment and/or remedy such other default for the account
of Lessee (and enter the Premises for such purpose), and thereupon Lessee shall be
3~
obligated, and hereby agrees, to pay as Additional Rent, all reasonable costs, expenses
and disbursements (including reasonable attorneys' fees) incurred by Lessor in taking
such remedial action. Such action taken by Lessor may include commencing, appearing
in, defending, or otherwise participating in any action or proceedings, and paying,
purchasing, contesting, or compromising any claim, right, encumbrance, charge or lien
with respect to the Premises.
E. Lessor's Rights Upon an Uncured Default. If the Premises have been
abandoned by Lessee or if an Incident(s) of Default noticed as provided herein remains
uncured after the cure period specified or extended, Lessor, at its option and in its sole
discretion, may thereafter either terminate Lessee's possessory rights under this Lease or
terminate the Lease itself and all of Lessee's rights hereunder or both in sequence, by
Notice to the Lessee.
F. Termination of Lessee's Possessory Rights. If Lessor gives Notice of
Termination of Lessee's Possessory Rights, the following substantive and procedural
elements shall apply:
1. Lessor shall re-take possession. Lessee shall immediately and
peacefully surrender the Premises to the Lessor and, if Lessee fails to do so,
Lessor, without prejudice to any other remedy which Lessor may have for
possession, damages, or arrearages in rental, may enter upon and take
possession of the Premises through legal process or, if no individual person is
then actually on or about the Premises and breach of the peach can be
avoided, without use of legal process. Thereafter Lessor may possess, hold
and use the Premises and may alter al] locks and other security devices
thereon.
Unless Lessor so elects as provided no such termination of Lessee's
possessory rights shall cause a termination of this Lease or otherwise relieve
Lessee's liability and obligations under this Lease, and such liability and
obligations shall survive any such termination of possessory rights.
2. In the event of any such termination of Lessee's possessory rights,
Lessee shall continue to pay to the Lessor all monthly payments of all Base
Rent and any Additional Rent required to be paid by Lessee to Lessor during
the remainder of the Term until the date of expiration of the Term, adjusted
as follows:
a) Plus all such amounts accrued prior to repossession;
b) Plus expenses of Lessor arising from repossession;
c) Minus amounts received by Lessor through re-letting.
In no event shall Lessee be entitled to any excess of any
rental obtained by reletting over and above the rental herein reserved.
Actions to collect amounts due by Lessee to Lessor as provided in this
Section may be brought from time to time, on one or more occasions,
without the necessity of Lessor's waiting until the expiration of the
Term.
d) Lessor may sub-let or re-let. At any time after such re-taking
of possession by Lessor, Lessor may sublet or relet the Premises or any
part thereof, in the name of the Lessee or otherwise for such term
3ti
(which may be greater or less than the balance of the term of this
Lease} and on such conditions as the Lessor, in Lessor's absolute
discretion, may determine, and may collect and receive the rents
therefor.
1) In the event that Lessor shall have taken possession
of the Premises pursuant to the authority herein granted, then Lessor
shall have the right to keep in place and use all of the trade fixtures,
leasehold improvements, furnishings and equipment of the Premises,
including that which is owned by or leased to Lessee, at all times prior
to any foreclosure thereon by Lessor or repossession thereof by a lessor
thereof or third party having a lien thereon.
2) Lessor also shall have the right to remove from the
Premises (without the necessity of obtaining a writ, warrant, bond or
other legal process) all or any portion of such trade fixtures, leasehold
improvements, furnishings, equipment and other property located
thereon and place same in storage at any premises within the County in
which the Premises are located, and in such event, Lessee shall be
liable to Lessor for reasonable costs incurred by Lessor in connection
with such removal and storage and shall indemnify and hold Lessor
harmless from all loss, damage, cost, expense an liability in connection
with such removal and storage.
3) Lessor also shall have the right to relinquish
possession of all or any portion of such property to any person
~~
("Claimant") claiming to be entitled to possession thereof who present
to Lessor a copy of any instruments represented to Lessor by Claimant
to have been executed by Lessee (or any predecessor of Lessee)
granting Claimant the right under various circumstances to take
possession of such property, without the necessity on the pari of Lessor
to inquire into the authenticity of said instrument's copy of Lessee's or
Lessee's predecessor's signature thereon and without the necessity of
Lessor's making any nature of investigation or inquiry as to the validity
of the factual or legal basis upon which Claimant purports to act; and
Lessee agrees to release Lessor from any liability and to indernnify and
hold Lessor harmless from all cost, expense, loss, damage and liability
incident to Lessee's relinquishment of possession of all or any portion
of such furniture, fixtures, equipment or other property to Claimant.
3. The rights of Lessor herein stated shall be in addition to any and all
other rights which are created elsewhere in this Lease or which Lessor has or
may hereafter have at law or in equity; and Lessee stipulates and agrees that
the rights herein granted Lessor are commercially reasonable.
G. Termination of the Lease. If Lessor gives Notice of Termination of the
Lease, the following substantive and procedural elements shall apply:
1. Lessor may elect to terminate this Lease by Notice of Termination of the
Lease to Lessee either: immediately after an uncured default; or at any time
following the termination of Lessee's possessory rights.
~~
2. Upon such Lease termination (or in the event a court shall otherwise construe
this Lease as terminated following Lessee's loss of its possessory rights hereunder),
Lessor shall have and exercise all rights of ownership of the Premises, and Lessee
shall pay to the Lessor in one lump sum the sum of all Base Rent and Additional
Rental and other indebtedness to Lessor accrued to date of such termination, plus,
as and for liquidated damages for Lessee's default, an amount equal to the present
value of the total Base Rent that would have become due during the remainder of
the Term but for termination of this Lease, less any amounts actually received or
due to Lessor as a result of re-letting and the amount of rental loss for the same
period that Lessee proves could have been avoided through the exercise of such
mitigation efforts as are legally required of Lessor. If such sum is not paid to
Lessor on the termination date said sum shall bear interest at the Default Rate until
paid. For purposes of this section, "present value" shall be computed by
discounting the amount in question to present worth at a discount rate equal to one
percentage point above the discount rate then in effect at any commercial bank then
with an office in Pitkin County.
H. Not a Surrender. Exercise by Lessor of any one or more remedies herein
granted or otherwise available shall not be deemed to be an acceptance of surrender of
the Premises by Lessor, whether by agreement or by operation of law, it being understood
that such surrender can be effected only by the written agreement of Lessee and Lessor.
No alteration of locks or other security devices and no removal or other exercise of
dominion by Lessor over the property of Lessee, or others at the Premises shall be
deemed unauthorized or constitute a conversion or a Lease termination. Lessee hereby
i
j5
consents, after any Event of Default, to the aforesaid exercise of dominion over Lessee's
property within the Premises. All claims for damages by reason of such re-entry and/or
repossession and/or alteration of locks or other security devices are hereby waived, as are
all claims for damages by reason of any distress warrant, forcible detainer proceedings,
sequestration proceedings or other legal process.
I. Property Left on Premises. Any property of Lessee, or of anyone claiming
under, by, or through Lessee, which is left on the Premises more than fifteen days after
expiration of the Term or termination of possessory rights shall be conclusively deemed
abandoned, and Lessor may keep, use, remove, store, sell, destroy, discard, or otherwise
deal with it in Lessor's absolute discretion without liability of any sort to Lessee or
anyone claiming under, by, or through Lessee.
J. Costs of Default. In case of any Event of Default, Lessee shall also be liable
for and shall pay to Lessor, in addition to any sum provided to be paid above, all costs,
expenses and fees associated with providing Notice of the Default and enforcing Lessor's
rights hereunder including, without limitation, the following: the reasonable costs or
removing and storing or otherwise disposing of Lessee's or other occupant's property; the
reasonable costs of cleaning, repairing, altering, remodeling or otherwise putting the
Premises into condition acceptable to a new Lessee or Lessees; advertising costs; all
reasonable expenses incurred by Lessor in enforcing or defending Lessor's rights and/or
remedies, including reasonable attorneys' fees; and a sum equal to $75 for each hour that
any employee or agent of Lessor, spends in connection with obtaining the right to relet,
rendering suitable for reletting and attempting to relet the Premises or any part thereof.
K. Lessor's Duty to Relet. In the event of termination of possessory rights or
repossession of the Premises for an Event of Default, Lessor shall not have any greater
obligation to relet or attempt to relet the Premises, or any portion thereof, or to collect
rental on the Premises after reletting than is required by applicable law with respect to
mitigation of damages; and in the event of reletting, Lessor may relet the whole or any
portion of the Premises for any period, to any Lessee, and for any use and purpose.
L. Default by Lessor; Lessee's Remedies. In the event of any default by Lessee,
Lessee's exclusive remedy shall be an action for damages, but prior to any such action
Lessee will give Lessee written notice specifying such default with particularity, and
Lessee shall thereupon have 20 days (or such longer period as may be necessary in the
circumstances) in which to cure any such default. Unless and until Lessee fails so to cure
any default under such notice, Lessee shall not have any remedy or cause of action by
reason thereof. All obligations of Lessee hereunder will be construed as covenants, not
conditions; and all such obligations will be binding upon Lessee only during the period of
its ownership of the Building and not thereafter.
M. Remedies Not Exclusive. The aggrieved party shall have such other and
further legal and equitable rights and remedies as may be provided by law, including
damages.
23. NOTICES. All notices required to be given to the County hereunder shall be
given by hand-delivery or certified mail, return receipt requested, addressed to the
Director of Aviation, Aspen/Pitkin County Airport, 0233 Airport Road, Suite A, Aspen,
Colorado 81611; with a copy to the Board of County Commissioners of Pitkin County,
Colorado, c/o County Manager, 506 East Main Street, Aspen, Colorado, 81611; all
~~ Y
notices required to be given to the Company hereunder shall be given by hand-delivery or
certified mail, return receipt requested, addressed as specified on the signature page
hereof; provided, however, that either party hereto may designate in writing from time to
time the addresses of substitute or supplementary persons within the State of Colorado to
receive such notices. The effective date of service of any such notice shall be the earlier
of the date such notice is hand-delivered to the other party or three(s) calendar days after
proper mailing thereto.
24. WAIVERS. No waiver of default by the County of any of the terms, covenants or
conditions hereof to be performed, kept and observed by the Company shall be construed
as or operate as a waiver by the County of any subsequent default of any of the terms,
covenants or conditions herein contained to be performed, kept and observed by the
Company.
25. ASSIGNMENT. The Company covenants and agrees not to assign, sublet,
encumber, pledge or transfer any of its rights in this Agreement, in whole or in part, nor
grant any license or concession hereunder, without first obtaining the written consent of
the County. A transfer of more than thirty percent (30%) of the issued and outstanding
capital stock of the Company (or other ownership interest in the Company), whether by a
single transaction or in the aggregate, shall be construed to be a transfer or assignment
requiring the consent hereunder.
26. AGREEMENT SUBORDINATE TO AGREEMENTS WITH UNITED
STATES. This Agreement is subject and subordinate to the terms, reservations,
restrictions, and conditions of any existing or future agreement between the County and
the United States, relative to the operation or maintenance of the Airport, the execution of
3~
which has been or may be required as a condition precedent to the expenditure of federal
funds for the development of the Airport.
27. AGREEMENT BINDING. This Agreement shall be binding on and extend to the
successors and assigns of the respective parties hereto.
28. PARAGRAPH HEADINGS. The paragraph headings contained herein are for
convenience in reference only and are not intended to define or limit the scope of any
provision of this Agreement.
29. AGREEMENT MADE IN COLORADO. This Agreement shall be deemed to
have been made in, and construed in accordance with the laws of, the State of Colorado,
and venue is agreed to be exclusively within the Courts of Pitkin County, Colorado.
30. MANAGER'S AUTHORIZED REPRESENTATIVE. Wherever reference is
made herein to the "Director of Aviation or his authorized representative," or words of
similar import are used, the Board of Pitkin County Commissioners shall be such until
written notice otherwise is hereafter given to the Company.
31. NO DISCRIMINATION. The Company, for itself, its successors and assigns, as
apart of the consideration hereof, does hereby covenant and agree that in the event
facilities are constructed, maintained, or otherwise operated on the property covered
hereby for a purpose for which a Department of Transportation program or activity is
extended or for another purpose involving the provision of a similar service or benefit,
the Company shall maintain and operate such facilities and services in compliance with
all other requirements imposed pursuant to Title 49, Code of Federal Regulations,
Department of Transportation, Subtitle A, Office of the Secretary, Part 21,
Nondiscrimination in Federally-assisted program so the Department of Transportation-
Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulation may be
amended. In addition, the Company agrees to comply with the letter and spirit of the
Colorado Antidiscrimination Act of 1957, C.R.S. 24-34-401 et seg, as amended. That in
the event of breach of any of the above nondiscrimination covenants, which breach shall
not be immediately cured, the County shall have the right to terminate the Agreement and
to reenter and repossess the license area, covered hereby and the facilities therein and
thereon, and hold the same as if said Agreement had never been made or issued. The
right of termination contained in this paragraph shall be in addition to those contained in
elsewhere herein and may be exercised separately therefrom without written notice.
This agreement is subject to the requirements of the U.S. Department of Transportation's
regulations, 49 CFR, Part 26, subpart G. The Lessee agrees that it will not discriminate
against any business owner because of the owner's race, color, national origin, or sex in
connection with the award or performance of any concession agreement, management
contract, or subcontract, purchase or lease agreement, or other agreement covered by 49
CFR Part 26, subpart G.
The Lessee agrees to include the above statements in any subsequent concession
agreement or contract covered by 49 CFR Part 26, subpart G, that it enters and cause
those businesses to similarly include the statements in further agreements.
32. ILLEGAL ACTS. The parties hereto aver that they are familiar with the Pitkin
County Procurement Code, C.R.S. 18-8-301 et sue, (Bribery and Corrupt Influences) and
C.R.S. 18-8-401 et sec .., (Abuse of Public Office), and that no violation of such provision
is present.
33. CONFLICT OF INTEREST. The parties aver that to their knowledge, no
County employee has any personal or beneficial interest in this contract.
34. ATTORNEY'S FEES. If legal action is necessary to enforce any of the provision
of this Agreement, the prevailing party shall be entitled to its attorney's fees, plus costs,
including expert witness fees.
35. AMENDMENTS. This Agreement is agreed by the parties to represent the
complete Agreement of the parties and includes any and all prior representations,
statements and agreements, whether oral or written. This Agreement may only be
amended or modified in a writing signed by both parties and approved by the Board of
County Commissioners acting at a regular meeting.
IN WITNESS WHEREOF, the parties have executed this Agreement, as follows:
THE BOARD OF COUNTY COMMISSIONERS SNOW LIMO
OF PITKIN COUNTY, COLORADO
.~
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By.
~~ ~ ~ ~
Michael M. Owsley
Chair
A"T~EST:
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Jeanette Jones
Deputy Clerk and Recorder
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PO Box 1471
Aspen, CO 81612
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Curtis Vagneur
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APPROVED AS TO FORM:
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John M. Ely,
County
APPROVED AS TO CONTENT:
ames P, Elwood, A. .
Direc or of Aviation
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