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HomeMy WebLinkAboutbocc.con.059.1975 - f CONTRACT #D 6 q AGREEMENT THIS AGREEMENT, made and entered into this ej day of > , k , 1975, by and between the COUNTY OF PITKIN, STATE OF COLORADO, by and through its Board of County Commis- sioners, a body corporate and politic (hereinafter referred to as the "County "), Party of the First Part, and PITKIN PORTAGE COMPANY, a partnership consisting of DAVID W. HUGHES and BRIAN J. BLANCHARD, both of Aspen, Colorado (hereinafter referred to as the "Concessionaire "), Party of the Second Part; W I T N E S S E T H: For and in consideration of the premises and of the mutual covenants and agreements hereinafter contained and other valuable consideration, the County hereby grants an exclusive concession unto the Concessionaire, subject to the terms and conditions below: 1. Permission Granted. The County hereby grants unto the Concessionaire the exclusive right to operate within the terminal building and in the immediate vicinity thereto at Aspen - Pitkin County (Sardy Field) Airport (hereinafter some- times referred to as the "Airport "), Pitkin County, Colorado, a baggage service concession, the services of which conces- sion shall be available to any airline (and /or its passengers) doing business at the Airport and allowing any of the permitted services from the Concessionaire. 2. Term. The term of this Agreement shall commence "', 6 as of 12:00 Noon MST, on the 1st day of December, 1971, or on the date which the Air Terminal under construction at the Airport shall be issued a Certificate of Occupancy, whichever Povexob02,4 l l 7Cc, shall first occur, and shall expire - • -= - . If the Concessionaire shall perform its obligations hereunder in a good workmanlike manner, the County agrees that it shall 5 q (7s,.) negotiate with the Concessionaire for the continuance of the services to be provided hereunder upon fair and equitable terms. 3. Permitted Services. The Concessionaire may main- tain in operation the following services: Baggage Porter Services, sometimes known as sky- cap service, may be furnished to any airline agreeing to allow or contracting for the service from the Concession- aire, which service shall be provided as the Concession- aire agrees and as directed by the airline for the purpose of transporting baggage of the airline's customers and facilitating other porter -type services to the public using the Airport, all within and in the vicinity of the terminal building of the Airport. Baggage Security and Delivery Service may be furnished to any or all airlines agreeing to allow and /or contracting for the service, which service shall be pro- vided for such baggage security services as the Conces- sionaire agrees to provide and as directed by the airline and the delivery of baggage to its passengers. In addition, the Concessionaire shall be permitted to negotiate and contract with individual passengers of the respective airlines occupying the Air Terminal at the Airport at fair and reasonable rates for the delivery of baggage and other items of personal property to such passengers, PROVIDED, HOWEVER, in no event shall a charge for such delivery be made to both the airline and passenger, and PROVIDED FURTHER that no such delivery service be provided or made which infringes upon any authority under any Certificate of Public Convenience and Necessity issued by the Colorado Public Utilities Commission. The Concessionaire shall not offer for sale any item of merchandise, service or engage in any activity not specifi- cally mentioned herein unless authorized in writing by the Airport Manager and further agrees not to use any part of the - 2 - . Airport for other or unlawful purposes whatsoever and agrees not to commit or permit any nuisance from or upon the Airport. The Concessionaire shall not install or operate in or upon the Airport any vending machine and shall not offer for sale any food, drink or tobacco products. 4. Character of Operation. The Concessionaire agrees to conduct the concession herein permitted for the accommodation of the public using the Airport. The Concessionaire shall employ and supervise an adequate number of workers to properly conduct the concession hereby described. Each worker shall be properly qualified and be able to secure fidelity bond for the benefit of the Concessionaire and shall, in fact, have such a bond in effect at all times during that worker's employment by the Conces- sionaire. Workers shall be neatly uniformed in accordance with the functions being performed. The County reserves the right to insist that the Concessionaire dismiss any of its employees where there exists evidence of misconduct in the performance of duties under the letter and spirit of this agreement. The Concessionaire shall be required to provide the services contemplated under this Agreement during the winter ski season in Pitkin County. During such period, the Concessionaire shall provide the said services at all times the Airport shall be open. The Concessionaire may, at its option, provide such services during the spring and fall off seasons, and the summer tourist season, provided that the same shall be per- formed in conformity with the required standards of operation as contained herein. Except for deliveries of delayed or lost baggage or items of personal property from the Airport to its customers off of the Airport premises, as hereinbefore described and provided for, no rates and /or charges for the services performed shall be charged for the services rendered to the public by the Concessionaire. - 3 - No hawking, loud noise, gaudy display or personal solicitation shall be permitted; no advertising matter shall be posted upon the Airport unless specifically authorized in writing by the Airport Manager or his authorized representa- tive. Employees of Concessionaire shall be courteous and polite and under no circumstances importune passengers in offering their services, solicit gratuities, comment on the amount of any gratuity received, or comment on a traveler's exercise of his right to offer no gratuity. Concessionaire or its employees may offer information as to modes of ground transportation available to the public, but shall not make recommendations nor offer unsolicited information as to rates charged by the respective ground transportation entities operating at the Airport or, under any circumstances, make comment, solicited or unsolicited, respecting the quality of public or private ground transpor- tation or of any entity engaged therein. All equipment owned or used in the operation of the concession shall, when not in use, be maintained out of the traffic ways, and all equipment owned by the Concessionaire shall be kept in good repair. All operations by the Conces- sionaire shall be conducted in such a manner as to keep the traffic ways at the Airport open, unobstructed and passable. All trash or debris which may be accumulated in the performance of the concession shall be deposited in trash receptacles provided by the County throughout the terminal complex. 5. Telephone and Storage Area. The Concessionaire shall, at its expense, install sufficient telephones to perform its obligations hereunder. Said telephone shall be located by mutual agreement of the Concessionaire and Airport Manager, with the consent of the applicable air carrier if the same is to be located within an area leased by it. The County may, if it deems appropriate, provide the Concessionaire, without consideration, with space for storage of baggage and personal - 4 - property in the possession of the Concessionaire for delivery; PROVIDED, HOWEVER, that it shall not be required to do so and PROVIDED FURTHER that any space so provided may be taken, either in whole or in part, by the County for other purposes at any time during the term hereof, without the necessity that the County provide a substitute therefor. Additional facili- ties and personnel for security of any such items in the posses- sion of the Concessionaire shall be the responsibility and expense of the Concessionaire. 6. Compensation. The Concessionaire shall not be required to pay any compensation to the County, and the County hereby waives any right to compensation hereunder for the rights and privileges herein granted. 7. Cancellation and Termination. It is agreed that - 4A - either party hereto may at any time, with or without cause, cancel and terminate this Agreement by giving not less than ninety (90) days' written notice to the other party, which notice shall set out the date of cancellation and termination and, if for cause, the reason for termination. 8. Notices. All notices required to be given to the County hereunder shall be given by certified mail, return receipt requested, addressed to the Airport Manager, 506 East Main Street, Aspen, Colorado 81611; notices required to be given to the Concessionaire hereunder shall be sent by certified mail, return receipt requested, addressed to the Concessionaire at P. O. Box 9083, Aspen, Colorado 81611; PROVIDED, HOWEVER, that either party hereto may designate in writing from time to time the addresses of substitute or supplementary persons to receive such notices. The effective date of service of any such notice shall be the date such notice is mailed to the Concessionaire or Manager as aforesaid. 9. Compliance with all Laws and Regulations. The Concessionaire agrees not to use or permit the rights herein granted to be used for any purpose prohibited by the laws of the United States or the State of Colorado, the Resolutions of the County of Pitkin, or not authorized hereunder or in accordance herewith, and it further agrees that it will use the premises herein described in accordance with all rules and regulations adopted by the County, or its Airport Manager, for the management, operation and control of the Airport, either promulgated by the County or by said Airport Manager on its or his own initiative or by or in compliance with regulations or actions of any Federal agency authorized to regulate interstate flights to and from said Airport. The Concessionaire further agrees to submit any report or reports or information regarding its operations hereunder that the County's Airport Manager or his authorized representative may request. 10. Waivers. No waiver of default by the County of - 5 - any of the terms, covenants or conditions hereof to be per- formed, kept and observed by the Concessionaire shall be construed as, or operate as, a waiver by the County of any subsequent default of any of the terms, covenants or condi- tions herein contained to be performed, kept and observed by the Concessionaire. 11. Taxes, Licenses. The Concessionaire covenants and agrees to pay promptly all taxes, excises, license fees and permit fees of whatever nature applicable to its opera- tions hereunder and to take out and keep current all licenses, municipal, state or federal, required for the conduct of its business or the operation of its equipment, and further agrees not to permit any of said taxes, excises or license fees to become delinquent. 12. Prevention of Liens. The Concessionaire covenants I and agrees not to permit any mechanic's or materialmen's or any other lien to become attached or to be foreclosed upon the Air Terminal, any of the equipment mentioned herein or improvements thereto or thereon, by reason of any work or labor performed or materials furnished by any mechanic or materialman. Conces- sionaire agrees to furnish the County's Airport Manager upon request duplicate receipts or other satisfactory evidence show- ing the prompt payment by it of Social Security, unemployment compensation and Workmen's Compensation insurance, all required licenses and all taxes. The Concessionaire further covenants and agrees to pay promptly when due all bills, debts and obligations incurred by it in connection with its operation of said business on the Airport, and not to permit the same 1 to become delinquent and to suffer no lien, mortgage, judgment or execution to be filed against said equipment which will in any way impair the rights of the County under this Agreement. 13. Indemnity and Insurance. The Concessionaire hereby agrees to release and to indemnify and save harmless the County, its officers, agents and employees, from and against any and all loss of, or damage to, property, or injuries - 6 - to, or death of, any person or persons, including property and employees or agents of the County, and shall defend, indemnify and save harmless the County, its officers, agents and employees from any and all claims, damages, suits, costs, expense, liability, actions or proceedings of any kind or nature whatsoever, including Workmen's Compensation claims, of or by anyone whomsoever, in any way resulting from, or arising out of, directly or indirectly, its operations in connection herewith, or its use or occupancy of any portion of the Airport, and including acts and omissions of officers, employees, representatives, suppliers, invitees, contractors and agents of the Concessionaire; PROVIDED, HOWEVER, that the Concessionaire need not release, indemnify or save harmless the County, its officers, agents and employees from damages resulting from the sole negligence of the County's officers, agents or employees. The minimum insurance requirements prescribed herein shall not be deemed to limit or define the obligations of the Concessionaire hereunder. Concessionaire further agrees to secure and deliver to the County's Airport Manager at the time of execution of this Agreement a comprehensive liability insurance policy written on an occurrence basis, including public liability and property damage in form and company acceptable to and approved by said Manager, covering any operations hereunder upon the said Airport in the amount of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) in respect to any one occurrence, and in the aggregate amount of THREE HUNDRED THOUSAND DOLLARS ($300,000.00), plus FIFTY THOUSAND DOLLARS ($50,000.00) for property damage. The County shall not be named as an insured in any insurance policy required hereunder, but said policies shall contain a provision covering Concessionaire's contractual liability to the County. The original or a certified copy of the above policy, plus certificates evidencing the existence thereof, all in 7 such form as the Airport Manager may require, or a binder, shall be delivered to the Manager upon the execution of the Agreement. In the event a binder is delivered, it shall be I replaced within ten (10) days by the original or a certified copy of the policy. Each such policy and certificate shall contain a valid provision or endorsement that: "This policy will not be cancelled or materially altered or changed without first giving thirty (30) days' written notice thereof to the Airport Manager, County of Pitkin, 506 East Main Street, Aspen, Colorado, sent by certified mail, return receipt requested." 14. Compensation Insurance. Concessionaire further covenants and agrees at all times to maintain adequate Work- men's Compensation insurance (including occupational disease hazards) with an authorized insurance company or through the Colorado State Compensation Insurance Fund or through an authorized self - insurance plan approved by the State of Colorado, insuring the payment of compensation to all its employees. The Concessionaire agrees to provide the Manager certificates in number as required satisfactorily evidencing the existence of said Workmen's Compensation Insurance coverage, and, if required by said Manager, a certified copy of any such policy. 15. Agreement Subordinate to Agreements With United States. This Agreement is subject and subordinate to the terms, reservations, restrictions and conditions of any exist- ing or future agreement between the County and the United States relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of Federal funds for the development of said Airport. 16. Patents and Trademarks. Concessionaire represents that it is the owner of or fully authorized to use any and all services, processes, machines, articles, marks, names or slogans used by it in its operations under or in anywise connected with this Agreement. The Concessionaire agrees to - 8 - • save and hold the County, its officers, employees, agents and representatives free and harmless of and from any loss, lia- bility, cost, expense, suit or claim for damages in connection with any actual or alleged infringement of any patent, trade- mark or copyright arising from any alleged or actual unfair competition or other similar claim arising out of the opera- tions of the Concessionaire under or in anywise connected with this Agreement. 17. Assignment. The Concessionaire covenants and agrees not to assign, sublet, pledge or transfer its rights in this Agreement, in whole or in part, nor grant any license or concession hereunder, without the prior written approval of the Airport Manager, which approval may be withheld at the sole and absolute discretion of said Manager. 18. Agreement Binding. This Agreement shall, subject to the provisions of paragraph 7 hereof, be binding on and extend to the heirs, personal representatives, successors and assigns of the respective parties hereto. 19. Paragraph Headings. Paragraph headings contained herein are for convenience in reference only and are not intended to define or limit the scope of any provisions of this Agreement. 20. Master Plan. The Concessionaire agrees that no liability shall attach to the County, its officers, agents and employees by reason of any efforts or action toward implementation of any present or future Airport layout plan for the Airport or County mass transportation plan and, for and in consideration of the rights and privileges herein granted, it waives any right to claim damages or other consideration arising therefrom. 21. Manager's Authorized Representative. Wherever reference is made herein to the "Airport Manager or his authorized representative," or words of similar import are used, the Board of County Commissioners shall be such author- ized representative of said Manager until written notice - 9 - otherwise is hereafter given to the Concessionaire. 22. 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. 23. Bond Ordinances. This Agreement is in all respects subject and subordinate to the County's Terminal Financing Resolution No. 75 24. No Personal Liability. No officer, elected official or employee of the County shall be held personally liable under this Agreement or because of its execution or attempted execution. 25. Nondiscrimination. The Concessionaire for itself, and its successors and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the property covered hereby for a purpose for which a United States Department of Transportation program or activity is extended or for another purpose involving the provision of a similar service or benefit, the Concessionaire 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 programs of the Department of Transportation -- Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. That in the event of breach of any of the above nondiscrimination covenants, the County shall have the right to terminate the Agreement and to re -enter and repossess the premises covered hereby and the facilities therein and thereon, and hold the same as if said Agreement had never been made or issued. IN WITNESS WHEREOF, the parties hereto have caused - 10 - 4 . this instrument to be executed as of the day and year first above written, Party of the First Part: 1' COUNTY OF PITKIN, STATE OF COLORADO, by and through its Board of County Commissioners z BY Dwig "t K. Shellman, Jr. Chairman ATTEST: )' Deputy Clerk Party of the Second Part: PITKIN PORTAGE COMPANY By •.vid . Hug es, P tner Brian J. anchard, Partner - 11 -