HomeMy WebLinkAboutbocc.con.063.1979 5~�. ��°�=a.". ./
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; USE AND LEASE AGRE�MENT . '
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�3 THIS AGRFEMENT, made and entered into this � day of
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, ]_979, by and between the BOARD OI' COUNTY
- � COMMISSIONERS OI' PITKIN COUNTY, COLORADO,� hereinafter re£erred F
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to as the "County," Party of the First Part, and �E/ �����ZNr.�
� �-/E./�i1L5�/S�cn'1 L�rC'G,L/,S�t , a corporation organized and
;� existing under and by virtue of the laws of the State of i
�' C�v/-£,i2<?i�a , hereinafter referred to as the "Company",
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Party of the Second Part .
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t,� . W I T N E S S E T H: �
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WHEREAS�, the County now owns and operates the Aspen/Pitkin �
,"� �i� County Airport at Aspen, Colorado, known as "Sardy Field"
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�w (hereinafter sometimes referred to as such or as the "Airport") ,
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and .
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�;� WHER�AS, the Company is engaged in the principal business �
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; of renting automobiles for hire to others; •and �
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h WHEREAS, the convenience of travell�ers using said Airport is �
� served by rentall of automobiles for their business and pleasure ,�`��,
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�;� while in the County of Pitkin; and i;�
�'� WHEREAS, the Company is willing to provide the service of !�
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P; renting automobiles to the public at the Airport, upon the terms ��
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�� and conditions hereinafter set forth. kj
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NOW, THERErORE, for and in consideration of the mutual -$
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� covenants and agreements hereinafter contained, it is hereby t
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k agreed by and between the parties hereto as follows: ;:
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1. �1rea: The County hereby 9rants unto the Company the right to . `^�
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occupy and use a portion of the center waitinq area of the Terminal ��:
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' Building, Aspen/Pitkin County Airport, Aspen, Colorado, which _
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area (shown as Space �_), containing /viil/F�f/ 'f • .�:�
( 4�p'� ) square feet of iloor space, more or less, and cros:,-
hatched in red on the attached drawing, said drawinq being mzrked 'Y
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"Exhibit A" and incorporated herein by seference and made a part.
hereof. The Company may also use a portion of the Exclusive Rent-
a-Car parking lot area consisting of square feet and cross-
hatched in red on the attached drawing marked� "Exhibit B" and �
incorporated by this reference.
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2. Term of Aqreement: The term oi this agreement shall be five i
(5) years commencing on �D}/EJ37/JCR / , 1979, and �i ,
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ending on Ucy�/JC�'� �/ _, 1984, unless cancelled and/or �
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�terminated as hereinafter provided. The County agrees that it
will extend the term of this agreement for one (only) additional ��a
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� five (5) year term in the event that, at the expiration of the �
term of this agreement, there shall be unavailable any comparable �!
� site within the Aspen-to-Airport area for relocation of the � ;;
company's rental car business (unless, within the term of this ;
Agreement, the Company shall, pursuant to Paragraph 36 of this !.
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Agreement, suspend'payment of the N.inimum Guarantee for a total ' �"
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of twenty (20) months*or more). An area shall be deemed "Com- � �
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- � parable" if there is available existing and permitted floor space F
and parki.nq areas si.milar to those herein contr.acted for, and �
at rates comparable to those herein specified. The site shall � .
be deemed "comparable" even though the company must make capital �
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expenditures for the construction of car wash or other garage �
. facilities. �`
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. 3. Use of Premises: The County hereby grants to the Gompany the �
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right and privilege to occupy the premises described above, x
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toqether with the necessary rights of ingress thereto and egress ;
therefrom, for the sole purpose of operating at the Airport a �
non-exclusive concession for the rental ot motor behicles to the
public. As used herein, the term "motor vehicles" shall include js
onl� those commonly classified as sedans, coupes, convertibles, �
station wagons, 4-wheel dride vehicles and pick-up trucks which ' �
shall not include trucks rated one (1) tone or more (which ` �
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,� shall not be rented to the public). The Company agrees to furnish all ?
personnel, equipment and supplied necessary to operate' said concession and ';`
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*need not be consecuL-ive.
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£urther agrees to use the above described premises for the purpose I;
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stated only, unless otherwise authorized in writing by the Airport •
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Manager and for no other purpose whatsoever. The Company shall • I�
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not install or operate in or on the premises any vending machine, • '!
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food stand, soft drink, candy or cigarette dispenser, or any i
like concession or device offering products for sale to the public I';
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or to its customers. No display or device shall be installed upon
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the demised premises which in any way obstructs the public view of ;�__.
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another concession.
� It is understood that the Company, and any additional rental ;�
car agencies operating at the airport, shall install, at iheir
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expense, a vehicle taashing machine within the present County . �
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vehicle wash rack area, to be made available to the County, the ��
Company, anr'. such other agencies, for the purpose of washing and • �
cleaning their vehicles. Times of use of the washing facility • '�
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for each party shall be set and agreed upon in writing (by a t;�
. separate agreement) which may be amended from time to time. There ' i�
- - shall be no charge to the County, the Company, or other such
agencies, for the use of the washing facility, except that a ro
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rata share of the monthly utility charges (electricity, natural '� `
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I g8s, water, etc.) and maintenance and repair charges necessary ;�
' � for the operation of said washing facility shall be borned by the s�
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County, the Company and any such additional rental car agencies. !�
O�onership of said washing equipment shall revert to the County �� .
upon completion of installation. �
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. Further, the Company shall not commit, nor, when called to ;�
the attention of the Company, permit any nuisance to arise from
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or related to rights granted herein. / �
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4. Use of Airport Roadways and Parking Areas: (a) For the 4
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conduct of the permitted Compariy activities including the rights �
of egress and ingress, the Company may use (as required only) � , 'j
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• their exclusive "rental cax" parking area (Exhibit B) for delivery ' �
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and return of their vehicles to rental customers wlto have ordered, � ~
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rented, or returned the vehicle. In no case shall the Company �
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use any other area for vehicle storage. sj
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� Employee parking of their own private vehicles will only be
permitted in the Company's exclusive use area (Exhibit B) ancl in. •
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no case be.permitted in any other airport parking lots or roadways, i .
(b) The County shall, subject to its primary obligation to �
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maintain clear roads and runways, remove snow irom those areas !
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� included in this lease which are open to .public use and which �
are used for storage, parking and passage oE vehicles, provided �
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� that the County need not engage in the movement of parked vehicles•
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to accomplish such snow removal. The parties agree that such �
. snow removal under and about such vehicles shall be the responsi- s
1 bility oi the Company. t
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5. Compensativn and Fees: The Company covenants and agrees to j
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pay to the County and the County hereby reserves unto itse2f, as �
� compensation hereunder for the riqhts and privileges herein granted, '
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a sum equal to ten per cent (10$) of the Company's annual "gross �'
revenues" derived from its operations hereunder, or a minimum �
annual guaranteed sum, whichever may be greater. The minimum I
annual guarantee for the first year of tYie five-year period '
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shall be �/S�oc, �c��
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- ! . This minimum guarantee shall be adjusted'� annual_y to '�
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an amount equal to eiqht per cent (8�) of the revenue generated ���
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by the Company at the Airport in the next previous year. However, `�,,
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in no event will the minimum ���
guararitee in any succeeding year be less
than that of the next previous year. AS used tierein, the term �'�
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"gross revenues" shall include a11 receipts from the rental of ��
vehicles (including those that are included in air travel and
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ski packages), from charges to customers for insurance coverage, :�
l • and from all other authorized business done in, at, upon and from '�
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said Airport, or within five (5) miles from the Terminal Building a
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thereof, and whether for cash or for credit (regardless of col- �
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lections in the case of the latter), and including all orders :
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'� . taken by mail or by telephone; but shall exclude all recoveries
for loss, conversion or abandonment of said vehicles, receipts from �}
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the sales o£ vehicles, or from their leasing from off-airport
locations for a period in excess of one year, the amount of any •
federal, state or municipal sales tax separately stated and col-
lected from customers, discounts as it may be the Company's national
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policy to grant, charges to customers for the replacement of
gasoline where the vehicle is rented on a so-called "dry lease",
' and amounts paid by customers of concessionaire separately billed
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as additional charges for waiver by concessionaire of its right
� to recover from customers for damage to the ren�ed vehicle.
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y 6. Basic Rent: In addition to the payment of money to be made
� to the County pursuant to the above and foregoing paragraph . "
numbered 5 of this Agreement, the Company agrees to pay to the �
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County during the first five-year term hereof, Terminal Counter Space �
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rent at the rate of ten dollars ($10.00) per square foot per � Ir;
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year, plus the sum of five cents ($.05) per square foot per ! �
year (increasing to ten cents--$.10--per square foot per year � �
during the second five-year period) for the Company's exclusive i �
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parking area, which sums shall annually be payable in twelve (12) i4.'
� substantially equal monthly installments, each such installment ' t�
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j to be due and payable on or be�ore the lOth day of each month �
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t of the tei-m hereof. Notwithstanding the foregoinq, the County ; '.;:
acting by and through its Airport Manager, may at intervals o£ ���"
not less than one year, but subject to the requirements of any , �.
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outstanidng bond ordinance pertaining to the Airport, reestablish �
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the rentals for Tei-minal Countez Space provided for in this paragraph i
numbered� 6 and the County agrees that any such reestablished �
schedule o£ rentals, £ees and charges will be reasonable in relation �
to the cost of providing, operating and maintaining the facilities {
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covered hereby. The Company agrees that it will pay rent at �
the rate provided in $uch reestablished schedule.
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7. Payment and Title to County's Perceni:aye: On or before the
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20th day of the second and each successive month of the term of
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. this Agreement and the first month thereafter,� the Company ,�
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shall pay to the County an amount which, when added to any previous j
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payments 'for prior months of the current callendar year of the �
contract, shall be equal to 'the greater of either one-twelfth jI,
(1/12th) of the current annual minimum guarantee times the number "
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of months ela sed in the then current calendar �� -
p year, or the ap-
' plicable accumulative percentaye of gross revenues received through �
` the then current calendar year to the end of the preceding �y
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month. The Company agrees it will by the 20th day of each month �
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with such payment submit a verified statement showing the Company's �
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ross revenue for the �
g preceding month, said statement to be in
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_ form approved or requir_ed by the Airport Manager and the County's ;�
Finance Director. j
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Immediately upon the Company's receipt of moneys from its �
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activities hereunder, the percentages of said moneys belonging 1�H
to the County under the terms of this Agreement shall be vested in
and become the property of the County and the Company shall be ! .
resnonsible for said moneys until the same are delivered to �
the County. All overdue amounts (paragraphs 5, 6 and 7 above) ;�
• sha1Z accrue and bear interest at the rate of eighteen per cent �
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' (18�) per annum, which interest shall be due and payable without '.�
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demand. �� `
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. � 8. Sooks of Account and Auditing: The Company shall keep within �
-- � the.County true and complete records and accounts of all gross �
revenues, and annually furnish a true and accurate statement for �
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{� the preceding calendar year of all such revenue and business �
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b transacted during such preceding year (showing the authorized �
deduc�ions or exclusions in computing the amount of such gross revenue
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and business transact-ions and the number of vehichles which are contracted . �
for at the Aspen/Pitkin County (Sardy Field) Airport,) which
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statement shall be certified by an auihorized representative
of the Company to be correct. The Company agrees to establish ,
and maintain a system of bookkeeping satisfactory to the County•Finance �
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Director and to yive the County's authorized representatives access • �
during reasonable hours to such books and records. The Company • i�
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agrees that it will keep and preserve for at least three (3)
years all sales slips., rental agreements; cash register tapes, },
� sales books, credit card invoices, bank books or dup�icate
deposii slips, and other evidence of gross revenues and business :;.
transacted for such period. The County Finance Director and ?�irport
Manager and their respective authorized representatives, shall !�~`
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have the right at any time and from time to time to audit all of
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, the booY.s of account, bank statements, documents, records, returns, . ,,+
papers and files of the Company relating to gross revennes and � iic�
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the Company, upon request by either, shall make all such matters ;;�
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available for such examination at the premises. If the County • `�
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shall make or have such an audit made for any year and the gross t;s�
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revenues shown by the Company`s statement for such year should be ' ��;
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found to be understated by more than three per cent (3�) , the Company � �
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shall pay the County the cost of such audit. The County's right ;
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to have such an audit made with respect to any year, and the '
� Company's obligation to xetain the above records, shall expire
three (3) years after the Company's statement for any year shall ��
have been delivered to the County.
Notwithstanding the provision herein contained for the payment ��
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by the Company to the County of sums based upon a percentage of °=
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grpss revenues as above provided, it is expressly understood and , �
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agreed that the County 'shall not be construed or heZd to be a
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partner, associate or joint venturer of the Company in the conduct
� of its business, but the Company shall at all times have the status
of an independent contractor, without the right or authority
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to impose tort or contractual. Iiability upon the County. .
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The Company agrees that the County's Airport Manager and Finance
;;`,�` • Director, and their authorized representatives, may inspect
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any sales tax return or report, and accompanying schedules and
� data, which the Company may file with the State af Colorado pur-
suant to the local and states sales tax law, and the Company
waives any claim of confidentiality which it may have in connection '
therewith. .
— 9. Place and Manner of Payments: In all instances where the
Company is required by this Agreement to pay any rentals, fees �
, �
; or oiher charges or to maY.e other money payments to the County, i
such payments shall be made without demand to: Pitkin County �
Treasurer's Office, 506 �. Main Street, Aspen, Colorado, 81611, �
� or ai such other place in the County of Pitkin as the County's �
! Airport Manager may hereafter designate by notice in writing �
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to the Com na q r'
p y, and shall b.e made in le al tender of the United s
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States. Any check given to the County shall. be recieved by it �
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1 subject to collection, and the Company agrees to pay any charge �,
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incurred by {:he County for such collection. • �
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10. Gasoline Stozage I'acilities: For the purpose of fueling their � '
own vehicles the Company may, at its own er.pense, install an- !!
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underground fuel storage tank and pump system not to exceed 10,000 ;;.
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allons within their exclusive g ( ), y ��'
B parkin lot area Exhibit B An �� -�
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installation made b the the• Com an must have the ��'
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permission of the Airport Manager. Ownership of said installation i�
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shall revert to the County upon completion of installation.
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11, Quality of Service: xhe Company agrees to keep the vehicles R�
used in its rental service serving the Airport in apparent good fi.
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_. operating order and repair; that it will not rent any vehicles to �
any party which is not in apparent good operating arder and repair �
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or which may be apparently hazardous to the person renting the same �
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public. For the purposes of this section, a
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vehicles will be deemed haaardous if, within the winter months, it 3
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€3 does not, at a minimum, have snow tires�.' The Company �vill provide, �
{1 during the term of this Agreement or renewal thereof, a sufficicnt ?
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' number of rental units so as to properly serve the normal needs and
demands of aZ2 users. All vehicles shall be delivered to, and .
returned by, the customer at a site approved by the Manaqer, � � '
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remote Erom the Terminal Building, either on or off. the Airport.
A rental car shall not be brought by the Company to the Terminal
_ — Building for the purpose of picking up a customer, and all customers '
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shall be directed and instructed to return all vehicles to the �
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remote check-in site. � -
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12. Utilities: The County agrees that it will, at its expense, �
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furnish normal illumination and heat £or the premises in the �
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said Texminal Building. , g
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13. Care of Area: The Company agrees to keep all premises �
occupied by it on the Airport in a neat, clean, safe, sanitary �.
i and orderly condition at all times, and that it wi11 keep such ' �
areas free at all times of all paper, rubbish and debris, and 1
that the Company will deposit all trash and debris at collection �
� stations in container established and provided by the County � :
throughout the Terminal Building area; and will so use the premises �,
� as n�t to injnre them, except as such injury may arise out of ;
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� ordinary wear and tear resulting from lawful use in aacordance � c�
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with the terms o£ this Agreement, c`
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14. Signs: The Company agrees that no signs or advertising A
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material shall be painted on, erected or placed in any manner ��
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upon the premises or any other portion of the Airport without �
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prior written approval of the County Airpozt Manager or his �
' authorize3 representative. �
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15. Removal of Equipment: All equipment and property placed �
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by the Company at its expense in, on or about the premises, �
'�•. including all trade fixtures temporarily affixed to the realty �
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' �: but which may be removed without damage thereto, shall•remain . �
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the property oE the Company, and the Company shall have the
ri.ght at any time during the term hereof, when not in default :
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hereundcr,. to remove all such equipment, property and trade j
fixtures; provided, however, that all property placed by the _
Company at its expense in, on or abaut the premises and affixed ;
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' 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 L-hat the County reserves the �- -
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�� right to require the Company to remove the same and restore the 3
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premises to the same condition as existed at the commencement "
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F of the term hereof, ordinary wear and tear, fire and other x
j casualty excepted. �
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1G, Right of Inspection: It is mutually agreed that the County's �
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duly authorized representatives shall have at any and all times '��'
the full and unrestricted riyht to enter the premises for the �
purpose of inspecting or protecting such premises and of doing . t �{
any and al], things with reference�thereto which the County is ;
obligated to do as set forth herein or which may be deemed �:
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necessary for the proper general conduct and operation of the "
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Airport or in the exercise of the County's police powi:r. ��
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� 17. Damage to or Destruction of Premises: In the event the ��
�
premises covezed hereunder or any portion th.ereof shall be destroyed �i `
i ��
i ' or damaged by fire or otherwise, to an extent which renders them �
`: untenantable, the County may rebuild or repair such destroyed i
� ' �
' or rlamaged portions and the obligation of the Company to pay �.
�y
the basic rent hereunder, for which provision is made in paragraph Y
�
• numbered 6 hereof, shall abate as to such damaged• or destroyed �
portions durinq the time they shall be untenantable. In the
A
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
� � z
.�
destruction or damage, the Company may, at its option cancel and , �
terminate this Agreement. . � .'
�
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18. Indemnity and Insurance: As further consideration hereunder,
the Company hereby aqrees to release, indemnify and save harmless • '
I
the County, its officers, agents and employees from and against ;':
any and all loss of, or damage to, p.roperty, or injuries to; or !
�
death of, any person or persons, including property and employees ';
� 1
or agents o£ the County, and shall defend, indemnify and save 1
;
harmless the County, its ofiicers, 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 ;
`i
any way resulting from, or arising out of, directly or indirectly, -
its operations in connection herewith, or its use or occupancy �
1
of any portion of Pitkin County Airport, and including acts and �
�.;
omissions of officers, employees, representatives, suppliers, �.j:�
. L
?A
invitees, contractors and agents of the Company; PROVIDED, �
however, that the Company need not release, indemnify or save 1 �
harmless the County, its officers, agents and employees from i
damages resulting from the sole negligence of the County's officers, �.
agents and employees. The minimum insurance requirements pre- a
. �
� s�ribed herein shall not be deemed to in any way limit or define
�r.r
` the obligations of the Company hereunder. s�
The Company further agrees to secure and deliver to the �
�
County Airport Manager at the time of execution of this Agree-
;;�
ment a comprehen:ive liability insuranc2 policy in single
�
�
limits, written on an occurrence basis, including public liability, �
2
;¢
bodily injury, death and property damaqe, in form and company ;
�
acceptable to and approved by the Manager and County Attorney, �
'i
covezing the premises, operations hereunder and products therein, �'
a
in the amount of One Million Dpllars ($1,000,000.00). ?
� 4
The County shall not be named as an insured in any insurance j
�
� policy required here�tnder, but said policies shall contain a pro- ;
vision coverinq the Company's contractual liability to the Couiity. �t
. �' �
,� .. -11- • ' • `'�
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The original or certified copy of above policy as it applies
to i;his Agreement, or certifica{:es evidencing the exis�ence there- -
i
of, all in such form as the Airport Manager may require, sha11 be
delivered to the Manager upon the execution of this Agreement. �
Each such policy or certificate shall contain a valid provision �
or endorsement that "This policy will not be cancelled, or
materially changed or a.ltered, without first giving thrity (30)
. J
days' written notice thezeof to the County Airport Managez, SOb {
E. Main Street, Aspen, �olorado 81611, sent by certified mail, '
�
return receipt requested". ' j
i
A renewal policy or�certificate shall be delivered to the
� .
Airport Manager at least fifteen {15) days prior to 'a policy's ;�}
expirat-ion date except for any policy expiring on the expiration
date of this Agreement or thereafter.
, _
�'i
19. Performance Bond: The Company wi11 deliver to the County � �
upon the -execution of this Agreement, and will at all times during �
,
the term thereoi, and including any extension hereof, maintain �
in effect valid security in an amount equal to°�bne=h�3f �(�? of �
z
the highest minimum annual guarantee to be paid to the County, � -
, 1 • �
payable without condition to the County of Pitkin, in form and '�
with surety acceptable to and approved by the County Airport
�f.
Mana er and Count Attorne 's
g y y, which security shall be conditioned
;�.
upon the Company �ully and faithfully performing and carrying out ;:�
the terms and provisions of this Agreement.
':i
20. Patents and Trademarks: The Company represents �hat it is
the owner of or fully authorized to use any and all services, =
processes, machines, articles,.marks, names or slogans to be used
by it in its operations under or in any-way coanected with this
: ;;
Agreement. The Company agrees to save and hold the County, its
officers, employees, agents and representatives free and harmless
�' of and from an loss li i '
y , ab lity, expense, suit or claYm for damages
�. � .
°� in connection with any actual or alleged iniringement of'any patent,•
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trademark or copyzight arising from any alleyed or actual unfair
competition or other similar claim arising out oE the operations ,
of the Company under or in 'any way connected with this Agreement. �
�� y
,� ;
1 21. Plaster Plan: �The Company agrees that no liability sha12 €
r� attach to the County, its officers, agents ancl employees by reason ��
� Fg i
oi any efforts or action toward implementation of any present ��
��
or future mast2r plan £or the development or expansion of the
�:._...
- Airport, and, for aad in consideration of the gzanting of the ¢
rights and privileges herein granted, the Company waives any �
right to claim damages or other consideration arising therefrom. �
�
22. Third Parties: This Aqreement does not, and shall not be i�
�
i
deemed or construed to, confer upon or grant to any third party ,
;.�
or parties (excepting par.ties to whom the Company may assign • - ���
this Agreement in accordance with paragraph numbered 29 hereof, �� _
and excepting any successor to the County) any right to claim �i�
damages or to bring any suit, action or other proceedings against I
either the County oz the Company because of any breach hereof �
. or because o£ any o� the terms, covenants, agreements and �.
�.
conditions herein contained. �
i _ . �
23. No Personal Liability: No director, officer or employee of ,�
�,
�,
either party shall be held personally liable under this Agreement `�
(-;�,
�'
or beeause of its execution or attempted' execution. �'
�
• �
24. Taaes, Compensation Insurance and Licenses: The Company �3
h
agrees to pay promptly all taxes, excises, license fees and per- s�
� .
� mit fees of whatever nature, applicable to its operation hereunder, �
and to take out and keep current all licenses, municipal, state ^;
a
or f-ederal, required for the conduct of its business hereunder �
i
c and further aqrees not to permit any of said taxes, excises or �
. i
license fees to become delinquent. The Company further agrees at �
F • �
! • .
. � �i
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5;
all times to maintain adequate Workment's Compensation Insurance i
. • i
(including occupational disease) with an authorized insurance ' • i
company, or through- the Colorado State Compensatio�} Insurance
fund, insuri.ng the payment of compensation to all its employees
- in connection herewith. The Company also agrees not to permit f :
I
any mechanic's or materialman's or any other lien to become �
attached or be foreclosed upon the property hereinabove described, I.:
. 1
or any part or parcel thereof, by reason of any work or labor �
�performed or materials furnished by any mechanic or materialman.
� 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 �
and Workmen`s Compensation Insurance, all required licenses and ,�n�
..�
all taxes. The Company further agrees to pay promptly when due ��s'�
1 {�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 � �'
r Agreement. �
,>`�` Failure to remove any liens or make any payments called for • �
� herein shall not be deemed a breach of this Agreement if the c
Company wishes to, in good faith; protest or challenge the validity €'
of the charge or debt and, provided further, that it pursue its
� challenge or protest in a timely manner and indemnify the County f�
a
against any loss by reason thereof. �
As additional consideration for this lease, the Company
agrees to license in Pitkin County that percentage of its overall �
i
!
Colorado fleet as the total of rental car revenues generated in �
Pitkin County is to the total of all rental car revenues in the
State of Colorado
` �_ -14- -
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25. Compliance with All Laws and Regulations: The Company ayrees
� not to use or permit the premises to be used for any purpose pro-
hibited by the larrs of the United States or the State of Colorado i
. . +
or the Charter or Ordinances of the County of Pitkiri, and it �
further aqrees that it will use the premises herein described in
accordance with� all general rules and regulations adopteci from ;I
time to time by the County or Airport Management for the c�overnment it
' [
and operation of the Airporl�, either promulgated by the County �
f
on its own initiative or by or in compliance with regulations ;
r or actions of any federal agency authorized to regulate interstate �
;j
flights to and from said Airport. The Company agrees to submit v
�
} any report or reports or information regarding its operations
� that the County's Airport Manqer may request. �
� � � '
a
26. Cancellation and Termination: The County may cancel and �
terminate this Agreement in its entirety and may reposses � j
• �the premises, with or without process o£ law, without liability for �
tresspass, in the event of any default of the Company as to the 1 �
_ terms, covenants or conditions oi- said Agreement, upon giving �
ten (1Q) days' written notice to the Company of its intention �
\ to so terminate, at the end of which time all the rights hereunder ;
�
. of the Company shall terminate, unless the default, which shall "
s
have been stated in such notice, shall have been cured within "� '
,�.
said 10-day period (or, if the default (other than £or the payment ;�
.H
of any monies due hereunder) cannot be cured within a ten day ±'F,
�:-
period, the Cc.npany shall have ccmmenced to cure the default ;r
I�
and continues to do so without interruption except for causes �S
- beyond its control). i�t
The filing and adjudication by or against the Company of any y
;t
petition in bankruptcy, voluntary or involuntary, shall automatically ;`.
I a
terminate any rights conferred upon the Company by this Agreement. "'
• �'
Any attempt upon the part of the Companyt to make an assignment for j
�
` the benefit of creditors shall constitute a breach of this Agree- �
t
ment, and thereupon this Agreement shall become null and void and y�
`''': no right yranted or conferred by tf�is Agreement shall pass under �
'� '�said attempted assiqnment. �� • � a
�
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� The Company shall have the right, upon written notice to
the County, to terminate or suspend this Agreement upon the
, happening of one or more of the followinq events, if said event
• . ,i
or events shall then be continuinq: �
. �i
The'issuance by any court oi competent jurisdiction of an �
injunction, order, or decree preventing or restraininq the use �
_ t
� by the Company of all or any substantial part of the demised
`#
p'remises, or preventiny or restraining the use of the Airport k_.
:,
� for normal Airport purposes or the use of any part thereof which •�t
.�
may be used by the Company and which is necessary for the
� Company's operai:ions on the Airport, which remains in force for 'z.
a period of at least ninety (90) days. '�`
� . - ;J
The County shall default in fulfilling any of the terms, `��
„�
covenants or conditions to be fulfilled by it hereunder and :s�d
shall fail to commence .with due diligence the remedying of said "=�
yE.
default within thirty (30) days following receipt by the County ±s*
7 4.
of written demand from the Company to do so. � �
�
Al1 or a material part of the'Airport or Airport facilities ;'
shail be destroyed by fire, explosion, earthquake, other casualty, i
�
. . . �� .k::� :
or acts of God, or the public enemy.
�
_ i The United States Government or any of its agenci•:s shall `�
. . �
� occupy the Airport or any substantial part thereof to such an �
� extent as to interfere materially with the Company's operations �
y�,
:s
for a period of thirty (30) consecutive days or more.
�
• �
. �
27. Notices: All notices required to be given to the County �
. �
hereunder shall be delivered to or given by certified mail, ��
return receipt requested, to the Pitkin County Airport Manager, �
�I
� . 506 E. Main Street, Aspen, Colorado 81611; all notices required �
t �
;
to be given to the Company hereunder shall be delivered to or �
seni by certified mail, return receipt requested, to the Company �"
:�
, �r at the address shown on the signature page attached hereto; PROVIDED, >i
' however, that either party hereto may designate in writing from .. 0
,z
:E
i= time to time the addresses of substitute or supplementary persons ;;
. , • ,i
within the State of Colorado to receive such notices. The effec- �
1
tive date of service of any such noticc shall be the clate such �
:i
noti.ce j.s mailed or delivered to the Company or to said Manager. �.;
F.... . ' _1f,_ . . ..
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28. Waivers: No waiver of defauZt by the County of any of the
t 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 dei-ault of any of the �
terms, covenants or conditions herein contained to be performed, i'
i�
kept and observed by the Company. � ,i
i�
' 29. Assignment: It is expressly agreed and understood that any !.�
` and all obligai:ions of the Company hereunder may be fulfilled or I;___..
: 1 I�
'; discharged either by the Company, any subsidiary thereof, or by �
a Licensee member of ihe Company, and that any and all privileges S
_ �
i of every kind granted the Company hereunder may er.tend to and be � �
` I �
� enjoyed by such subsidiary or Licensee so appointed; PROVIDED, �
I �
however, that notwithstanding the method of operation employed � �
I
by the Company hereunder, the Company shall continue always to
remain directly liable to the County for the performance of all �
terms and conditions of this Agreement. Except as hereinabove ' � '
set out, the premises may not be sublet, in whole or part, and ,� �
the Com an shall not assi n this P_ reement wi.thout � '�
p y g g prior written ; `
consent of the County, nor permit any transfer by operation of
� law of the Company's interest created hereby, other than by
� merger or consolidation or sale of substantially all of the I
Company's assets: �
�
� `30. Covenant Not to Grant More Favorable Terms: The County
: - i2
covenants and agrees not to enter into any lease, contract or
Agreement with any other car rental agency with respect to the i
Airport containinq more favorable terms than this lease or to f
grant to any other car rental agency rights, privileqes and con- I
cessions with respect to said Airport which are not accorded to
the Company hereunder, unless the same rights, privileges and
I
concessions are concw:rently and automatically made available j
I
to the Company. • ;
.i � .. � .. , .
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31. AJcreement Subordinate to Aqreements with United States: This
I
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 which has been or i
may be required as a condition precedent to the expenditure of '�
" federal funds or conveyance of property for the development of �
, �
said Airpor.t.
' • i�..
32. Aqreement Binding: This Agreement shall, su6ject to the I�
{�
provisions o£ paragraph numbered 29 hereof, be binding on and �
w
extend to the successors and assigns of the respeci�ive parties ��
; ' ;�}
I hereto. ��;
;�
33. Paragraph Headings: The paragraph headings contained herein .�
'�
� are for convenience in r.eference only and are not intended to • �
� . i �_ -
define or limit the scope of any provision of this Agreement.
34. Agreement Made in Colorado: This Agreement shall be deemed I
to have been made in, and construed in accordance with the laws
�;
�
of, the State of Colorado. , I
' � • ��
35. Manager's Authorized Representative: Wherever reference is �
made herein to the "County's Airport Manager", or words of similar � -
import are used, the reference shall include the Assistant Air- `��,
port Manager or Manaqers or authorized representative until �
�
notice•otherwise is hereafter given to the Company. u
�
�
�
36. Abatement of Minimum Guarantee: In the event of the �
! happening of any of the following events, the minimum annual �
guarantee (but not the percentage of "gross revenues") herein- f
above provided in paragraph numbered 5 shall be suspended for :�
:;
; ;�
the period of time the condition continues to exist: ;;
� i4
�'_.�. .. • . • �
-is= . . •
;�
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� �� ' ��:�........w. ... ...:...�:..,...-�............ ..... ...�. ... . ,._,....... -r . ........ ,.. .......... -..._ ..... ........ _.... ..... . . . ... � .
�� :L::o-. . ' �� .
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• ... .. . � d..�.,,. ... .� .. �.r. � , � ��1;
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• �
! A. In the event of any national emergency wherein
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there is a curtailment, eithnx by executive decree �
f _ � � .
- ' , or legislative action, o£ the use of motor vehicles �
� . ;
or aircraft by the general public, or a material and j
{
�ubstantial simular limitation on the supply oE �
� gasoline or tires fbr automobiles available for �
. �
�rental.
B. In the event that the number of civilian pas- ' . �
sengers enplaning at the Airport on scheduled �
�
airlines during. a period of sixty (60) consecutive �
�
� days or�more sha11 be less than eighty per cent �
< � (80$) of the number of such enplaning passengers '
. i`�
for the same period of time in the next precec3ing �
�
year. ��
� p
. �
37. Other Locations: The Company may not, without the prior �
written consent of the Airport Manager, so long as it continues to . �
maintain in operation and use for the benefit of the public the
�
premises in ihe Terminal Building covered by this Agreement, rent
motor vehicles at other locations on the Air ort or within � '`
P ,
- ' four (4) miles of the Terminal Building at the• Airport- provided �
. �,
that receipts therefrom shall constitute and be included in
�
� "qross revenues" as defined by paragraph numbered 5 of this ��
9 `:
;4
; Agreement. ���G�s ' 7 ..
�
.# , �
38. No Discrimination: The Company for itself, its successors a
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 ox 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 '
i
.'.f or benefit, the Company shall maintain and operate such , i
r facilities and services in compliance with all other requirements {
imposed pursuant to Title 49, Code of Federal Regulations, � g
i
. -19- �.
. �
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a�r
� :t�4:
i Department of Transportation--Bffectuation of Title IV of the
Civil Rights Act of 1964, and as said regulations may be amended. .
1 � ' {
1 That in the event of breach of any of the above nondiscrimination �
f
covenants, the County shall have the right to terminate the
�
y • . • :
Agreement and to reenter and repossess the premises covered hereby j
'�� and the facilities therein and L-hereon, and hold the same as if �
#
said Agreement had never been made or issued; PROVIDED that said �
right to terminate this Agreement shall not •be effective until � .
the provisions and procedures contained in Title 99, D.F.R., Part ;
21 are followed and completed, including exercise or expiration �
' � of appeal rights. :�
�;
i�
f
39. No Diversion: The Company shall not cause or allow to be �
diverted any of its automobile rental business at the Airport or �
any other location or in any manner to avoid or reduce its gross • �
revenues on which the percentage fee is computed. ! r'
. t �
i
,,:.� � �
40. Remodeling or Relocation of Demised Premises: The County �
reserves the right to at any time undertake remodeling, enlarge- �
�
�' ment, alteration, repair or relocation of the herein demised i `
. • �
, premises, including the exclus_ve and non-exclusive and parking j
area demised to the Company within and without the Terminal '
Building provided the County substitutes for any such demised
space used by the Company reasonable, comparable or better space
� in accordance with agreement between the Company and County,
��
and further provided that said substituted space shall be leased
for the remainder of the term hereof at the same per square foot
rental rate as recited herein unless otherwise agreed to by the
Company.
The County agrees that before undertaking any such remodeling, + t
I �
enlargement, alteration, repair or relocation of exclusive, non- q
� t
exclusive or parking areas it shall notify the Company, be advised �
-20 ' , �
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. � ' .• � . . . . �. �'
` oE the Company's design requirements, and give consideration to
meeting such requirements. The County further agrees to attempt
to hold any disruption•of or inconvenience to the Company's activities
to a minimum, and the Company agrees to make nb claim for or rebate �
;
or abatement of rent or claim for such temporary disruption or in- �
convenience caused -by the project, provided that the Company's
; business is not substant.3,.ally disrupted or its abilii:y to carry on
' (` its business is not substantially interfered with. �
.� �A ` _�^_ � -
t �r IN WITNESS WHEREOF, the parties hereto have caused this
� instrument to be �executed as of the day and year first above written. �
I �
� . �
THE BOARD OF COUNTY COMMISSIONERS �
OF PITKIN COUNTY, COLORADO �
�
/ HY
ATTEST:
By: (l(/L q
Joseph E. Edwards, Jr.
Chairman
���� � , .
\ PARTY OF THE SECOND PART
i .
ATTEST: By:
President
• �� r/,,�/ioP Q /%//�L" � � g..
. .. - �Q ��X �s� �rnnd l i/hGf/o'? �-�/� �.
Company Address p,G,,,r �y�-9io a'
APP320VED AS TO FORM: �
. �
�,.y/,�i�'. C,( � a
� ' Sandra M. Stuller �
Pitkin County Attorney
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I
�; , USE AND LEAS� AGR�EMENT' • -
' � �n� 17��—
THIS AGREEMENT., made and entered into this lst day of •
November , 1979, by and between the BOARD OF COUNTY
COMMISSIONERS OF PITKIN COUNTY, COLORADO, heYeinafter referred i
I to as the "County," Party of the First Part, and �1/!�� ;
/� a cor oration or anized and �
�E/(%f' -A-GfI�Si%S�ElYt,;.T.vc . , P 4 r
i_
existing under and by virtue of the laws of the State of
/UC-c�� , hereinafter referred to as the "Company", �
� Party of the Second Part .
�
=" !
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W I T N E S S E T Ii: r
' �
WHEREAS�, the County now owns and operates the Aspen/Pitkin �
�
County Airport at Aspen, Colorado, known as "Sardy Field" f
(hereinafter sometimes referred to as such or as the "Airport"),
f
and
WHEREAS, the Company is engaged in the principal business •
. �
of renting automobiles for hire to others; and �
�
„ j WHEREAS, the convenience of travelbers using said Airport is ?�
�1
served by rental'of automobiles for their business and pleasure �
,
z
while in the County of Pitkin; and '�
. a
WHEREAS, the Company is williny to provide the service of `�
'�s.
renting automobiles to the public at the Airport, upon the terms k
;,
and conditions hereinafter set forth. �}
t.
��
NOW, THEREFORE, for and in consi.deration of the mutual 'j
:a
covenants and agreements hereinafter contained, it is hereby �'
7
{
E agreed by and between the parties hereto as follows: `
fi
h
1. Area: The County hereby grants unto the Company the riqht to
. r occupy and use a portion of the center waiting area of the Terminal
'` �, Building, Aspen/Pitkin County Airport,�Aspen, Colorado, which
.� � t
area (shown zs Space �), containing �/!)���/ .
( �Q f ) square feet of floor space, more or less, and cross- ?
` ! hatched in red on the attached drzwing, said drawzng being marked
-1-
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• "Exhibit A" and incorporated herein by reference and made a part ;��
:�:
hereof. The Company may also use a portion of the Exclusive Rent-
f;
a-Car parking lot area consisting oE square feet and cross-
hatched in red on the attached drawing marked "Exhibit�B" and �
incorporated by this reference. •
2. Term of Agreement: The term of this agreement shall be five ;;�
(5) years commencing on _/�u✓�ir,bcP_ / , 1979, and '�4
:E
ending on p��,l�c� .3J , 1984, unless cancelled and/or p
' �a
i termihated as hereinafter provided. The County agrees that it "j
�
i
r wi11 extend the term o� this a reement for one `_
9 (only) additional ��
� five (5) year term in the event that,� at the expiration of the 2
' i i
term of ihis agreement, there shall be unavailable any comparable • : �
site within the Aspen-to-Airport area for relocation of the �
company's rental car business (un2ess, v�ithin the term of tYtzs j
' �
Agreement, the Company shall, pursuant to Paragraph 36 of this
Agreement, suspend payment of the Minimum Guarantee for a total ' �
of twenty (20) months*or more). An area shall be deemed "Com- 1
parable" if there is available existing and permitted floor space
and parking areas simiJ.ar to those herein contracted for, and �
. at rates comparable to those herein specified. The site shall
be deemed "comparable" even though the company must make capital �
' expenditures �or the construction �of car wash or other garage �
£acilities. �
�
.,
3. Use of Premises: The County hereby grants to the Company the ��
�
right and privilege to occupy the premises described above, �
together with the necessary rights of ingress thereto and egress �
� �
therefrom, for the sole purpose of operating at the Airport a �
non-exclusive concession for the rental of motor behicles to the �
� public. As used herein, the term "motor vehicles" shall include '�
#
onZy those commonZy classified as sedans, coupes, convertib2es, �
,
?
station wagons, 4-wheei drive vehicles and pick-up trucks which +
e
shall not include trucks rated one (1) tone or more (which �
'.:.�' shall not be zented. to the public). The Com an a rees to furnish a
� P Y 9 11
F-� peksonnel, equipment and supplied necessary C.o operate said concession and -
_2_ .
*need not be consecutive.
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further agrees to use the above described premises for the purpose
stated only, unless otherwise authorized in writing �by the Airport .� �
Manager and for no other purpose whatsoever. The Company shall
not ?nstall or operate in or on the premises any vending machine, i:
food stand, soft drink, candy or cigarette dispenser, or any
like concession or device offering products for sale to the public �''
or to its customers. No display or device shall be installed upon
the demised premises which in any way obstructs the public view of !�
'+ another concession. , �,',
It is understood that the Company., dnd any additional rental ;i
` ; car agencies operating at the airport, shall install, at their
, expense, a vehicle washing machine within the pzesent County �
s�
. vehicle wash rack area, to be made available to the County, the ';
a
Company, and such other agencies, for the purpose of washixzg a•id •;�
i
` cleaning their vehicles. Times of use of the washing facility �
�
for each party shall be set and agreed upon in writing (by a ,
separate agreement) which may be amended from time to time. There •.�
°'' shall be no charge to the County, the Company, or other such �
j s.
agencies, for the use of the washing facility, except that a ro >
rata share of the monthly utility charges (electricity, natural �
�i
' gas, water, etc.) and maintenance and repair charges necessary �
' t�
for the operation of- said washing facility shall be borned by the ';
i}
County, the Company and any such additional rental car agencies. ';�
Ownership of said �oashing equipment shall revert to the County 4
upon completion of installation. ±
,
Further, the Company shall not commit, nor, when called to S
�
the attention of the Company, permit any nuisance to arise from
. or related to rights granted herein. �
f. . .
4. Use of Airport Roadways and Parking Areas: (a) For the �
conduct of the permitted Company activities including the rights i
y
s
" o£ egress and ingress, the Company may use (as required only) � . ;:;
their exclusive "rental car" parking area (Exhibit B),�for delivery t
�; and�.return of their vehicles to rental customers who have. ordered, •
, ,:
rented, or r.eturned the vehicle. Tn no case shall the Company
use any other area for vehicle storage.
i
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z. �mployee parking of their own private vehicles will only be
'.� permitted in the Company's exclusive use area (Exhibit B) and in •
' no case be permitted in any other airport parking lots or roadways.
� (b) The County shall, subject to its primary obligation to
:� • • .
" � maintain clear roads and runways, remove snow from those areas
- included in this lease whioh are open to public use and which :
� are used for storage, paxking and passage of vehicles, provided �
i
that the County need not engage in the movement of parked vehicles i ._.
i
to accomplish such snow removal. The parties agree that such i
snow removal under and about such vehicles shall be the responsi- �
. �
bility of the Company. I
i ' �
5. Compensation and Fees: The Company covenants and agrees to �
pay to the County and the County hereby reserves unto itself, as j
compensation hereunder for the rights and privileges herein granted, ' �
a sum equal to ten per cent (10$) of the Company's annual "gross (
revenues" derived from its operations hereunder, or a minimum j
annua2 guaranteed sum, ��hichever may be greater. The minimum I
annual guarantee for the first year of ttie £ive-year period
. �,A pIFASE �
shall be I'ifty Thousand Dollars ($50,000). ��
� Ti1is minimum � y
guarantee si.all be ad'usted � annuall to !
� � �1
an amount equal to eight per cent (8$) of the revenue generated I�
by the Company at the Airport in the next previous year. However, �K
t�
, in no event will the minimum guararitee in any succeeding year be less q� r
:�than that of the next previous yean AS used herein, the term
"gross revenues" shall include all receipts from the rental of ;
- . j
vehicles (including those that are included in air travel and �
ski packages), from 'charges to customers for insurance coverage, 1
and from all other authorized business done in, at, upon and from �
said Airport, or within five (5) miles from the Terminal Building ;
U
thereof, and whether for cash or for credit (regardless of col- ;j
C •
i lections in the case of the latter), and including all orders �
� � -
x taken by mail or by telephone; but shall exclude all recoveries
� for loss, conversion or abandonment of said vehicles, receipts from ' �"
_ -4-
� '
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4
the sales of vehicles, or from their leasing from off-airport
locations for a period in excess of one year, the amount of any, . �
federal, state or.municipal sales tax separately stated•and col- �
_ i
lected from customers, discounts as it may be the Coinpany`s national j
. i
� policy to grant, charges to customers for the replacement of �
gasoline where the vehi,cle is zented on a so-called "dry lease", i
� and amounts paid by customers of concessionaire separately billed �
;
as additional charges for waiqer by concessionaire of its right
+� to recover from customers for damage to the rented vehicle.
I
6. Basic Rent: ' In addition to the payment of money to be made � I
� �
to the County pnrsuant to the above and foregoinq paragraph
numbered 5 of this Agreement, the Company agrees to pay to the
County during the first five-year term hereof, Terminal Counter Space
�
� rent at the rate of ten dollars ($10.00) per square foot per i
.�
year, plus the sum of five cents ($.OS) per square foot per .j
year (increasing to ten cents--$.10--per square foot per year �
�
during the second five-year period) for the Company's exclusive �
I
parking area, which sums shall annually be payable in twelve (12)
substantially equal monthly installments, each such installment
to be due and payable on or before the lOth day of each month
c :
of the term hereof. Notwithstanding the foregoing, the County
acting by and through its Airport Manager, may at intervals of , �;�
not less than one year, but subject to the requirements of any �.�j
� :
, outstanidng bond ordinance pertaining to the Airport, reestablish �
the rentals Por Terminal Counter Space provided for in this paragraph �
numbered 6 and the County agrees that any such reestablished
schedule of rentals, fees and charges will be reasonable in relation
to the cost of providing, operating and maintaining the facilities
covered hereby. The Company agrees that it will pay rent at
the rate provided in such reestablished schedule. �
, A
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� 7, Payment Znd Title to County's Per.centa9e: On or before the
� 20th day of the second and each successive month of the term of
this Agreement and the firs't month thereafter, the Company
;i
shall pay to the County an amount which, when added to any previous Z
-r payments for prior months o£• the current callendar year of the � �
_ contract, shall be equal to the greater of either one-twelfth :�
(1/12L-h) of the current annual minimum guarantee times the number
of months elapsed in the then current calen�lar year, or the ap-
plicable accumulative percentage of gross revenues received through -
the then current calendar year to the end of the prcceding
{ month. The Company agrees it will by the 20th day of each month
with such payment submit a verified statement showing the Company's _• i
gross revenue for the preceding month, said statement to be in !
form approved or required by the Airport Manager and the County's i
Finance Director. .
Immediately upon the Company's receipt o£ moneys from its
activities hereunder, the percentages of said moneys belonging j
'
to the County under the terms of this Agreement shal.l be vested in j
�
and become the property of the County and the Company shall be
• responsible for said moneys until the same are delivered to
the County. All overdue amour.*_s (paragraphs 5, 6 and 7 above)
� sha11 accrue and bear interest at the rate of eighteen per cent
(18�) per annum, which interest shall be due and payable without
demand. �
� h
8. Books of Account and Auditing: The Company shall keep within �
the County true and complete records and accounts of all gross �
revenues, and annually furnish a true and accurate statement for
� the preceding calendar year of all such revenue and business �
transacted during such preceding year (showing the authorized �
: t.:
deductions or exclusions in computing the amount of such gross revenne �
and busi.ness transactions and the number of vehichles whieh axe contracted t:
for at the Aspen/Pitkin County (Sardy Field) Airport,). which �
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statement shall be certified by an authorized representative
� of the Company to be correct. The Company agrees to establish ,
and maintain a system of bookY.eeping satisfactory to th,e County•Finance.� �1
. . j
Airector and to give the County's authorized representatives access �`�
during reasonable hours to such books and records. The Company
' �;
agrees that it will keep and preserve for at least three (3)
t
years all sales slips, rental agreements, cash register tapes, '%
sales books, credit card invoices, bank books or duplicate
„
T
deposit slips, and other evidence of gross revenues and business �'
transacted for such period. The County Finance Director and ?�irport s
Manager and their respective authorized representatives, shall i�
� z
have the right at any time and from time to time to audit all of ��
- �'
the books of account, bank statements, documents, records, returns, ;a
papers and files of the Company relating to gross revenues and ' i�
. { g
the Company, upon request by either, shall ma]ce all such mattcrs � j
. . iQ
available for such examination at the premises. If the County i �
shall mal:e or have such an audit made for any year and the gross ` �
I qqq
revenues shown by the Company's statement for such year should be I �
i
found to be understated by more than three per cent (3�) , the Company � �
a
shall pay the County the cost of such audit. The County's right �
to have such an audit made with respect to any year, and the � ,
. a
' : � Company's obligation to retain the above records, shall expire �
� three (3) years after the Company's statement for any year shall �
:�
have been delivered to the County. ';
.ja
Notwithstanding the provision herein contained for the payment u
7
by the Company to the County of sums based upon a percentage of j?
�
gross revenues as above provided, it is expressly understood and �
� �
agreed that the County shall not be construed or held.to be a £
� .
partner, associate or joint venturer of the Company in the conduct �
� of its business, but the Company shall at all times have the status �
• ' s
of an independent contractor, without the right or authority '=
to impose tort or contractual liability upon the County.
The Company agrees that the County's Airport Manager and Finance
s Director, and their authorized representatives, may inspect
x. ,
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, �
any sales tax return or report, and accompanying schedules and �` 1
y data, which the Company may file with the State of Colorado pur-
; suant to the local and states sales tax law, .and the Company
� • . � '
� waives any claim of confidentiality.which it may have in connection
therewith.
• �
i
9. Place and Manner of Payments: In.all instances where the �
`� Company is required by this Agreement to pay any rentals, fees i
f
or other charges or to make other money payments to the Cbunty, .
`;� . � ...
such payments shall be made without demand to: Pitkin County
Treasurer's Office, 506 E_ Main Street, Aspen, Colorado, 81611, i
� or at such other place in the County of PitY.in as the County's �
�
Airport Manager may hereafter designate by notice in writing �
' • ;
to the Compnay, and shall b.e made in legal tender of the United �
Stai:es. Any check given to the County shall be recieved by it
subject to collection, and the Company agrees to pay any charge
incurred by the County for such collection. '
10. Gasoline Storage Pacilities: For the purpose of fueling their .
own vehicles the Company may, at its own expense, install an�:
underground fuel storage tank and pump system not to exceed 10,000
gallons within their exclusive parking lot area. (Exhibit B) . Any
installation made by the the Company must�have the prior written � �
permission of the Airport Manager. Ownership of said installation I
shall revert to the County upon completion of installation. �
:
11. Quality of Service: �'he Company agreas to keep the vehicles �
S
used in its rental service serving the Airport in apparent good
operating order and repair; that it wi7.1 not rent any vehicles to �
any party which is not in apparent good operating order and repair
or which may be apparently hazardous to the person renting the same �
or to the general public. Por the purposes of this section, a
vehicles will be deemed hazardous if, within the winter months, it �
doe� not, at a minimum, have snow tires. The Company will provide, �
�
during the term of this Aqreement or renewal thereof, a sufficient �
: �
�
. �
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� number of rental units so as to properly serve the normal needs and
demands of all users, All vehicles shall be delivered to, and
. _ returned by, the customer at a site approved liy the Manager,
� . LEASE
remote from the Terminal Suilding, ��}��r �n_�r �ff rhp �;,-�nr},
IAI: ,i
A rental� car shall not be brought by the Company to the Terminal $
Buildin for the �
_ g purpose of'picking up a customer, and all customers
l ' shall be dizected and instructed to return all vehicles to the ��
' Yemote check-in site. � i( _,
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� i
, �
12. IItilities: The County agrees that it will, at its expense, �I
; furnish normal. illumination and heat for the premises in the
`1 sai:d Terminal Building. '�
i
13. Care of Area: The Company agrees to keep all premises �
occupied by it on the Airport in a neat, clean, safe, sanitary
and orderly condition at all times, and thaf it will keep such
areas free at all times of all paper, rubbish and debris, and � �
that the Company will deposit a1Z 'trash and debris at collection
stations in container established and provided by the County s
E_ '
f
throughout the Terminal Building area; and will so use the premises �
� as not to injure them, except as such injury may aris. out of �
' �
- ordinary wear and tear resulting from law.ful use in accordance 4
• with the terms of this Agreement. �
��
t
� 14. Signs: The Company aqrees that no signs or advertising �
material shall be painted on, erected or placed in any manner �
upon the premises or any other portion of the Airport toithout �
prior written approval of the County Airport Manager or his �
�
authorized representative. , i
1
• �
15. Removal of Equipment: All equipment and property placed �
by the Company at its expense in, on or about the premises, �
.�
� including all trade fixtures temporarily affixed to the realty � a
�. • � �
E� but which may be removed without damage thereto, shall remain '�
' . • �
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1 the property of the Company, and the Company shall have the
right at any time during the term hereof, when not in default •
. . a
hereunder, to remove all such equipment, property and trade �
��
fixtures; provided, however, that 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, ,.i
shall become the property of the County and shall not be removed
!
by the Company at any time, er.cept that the County reserves the ,l.:-_ _
�
' right to require the Company to remove the same and restore the
premises to the same condition as existed at the commencement
3
of the term hereof, ordinary wear and tear, fire and other
` casualty e�.cepted. '
1G. Right of Inspection: It is mutually agreed that the County`s
duly authorized representatives shall have at any and all times "
the full and unrestricted right to enter the premises 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 �
s
' � Airport or in the exercise oi the County's police power. �
i
17. Damage to or Destruction of Premises: In the event the ,�
premises covered hereunder or any portion thereof shall be destroyed � `
or damaged by fire or otherwise, to an extent which renders them �
�
untenantable, the County may rebuild or repair such destroyed �
or damaged portions and the obligation of the Company to pay
the basic rent hereunder, £or which provision is made in paragraph
numbered 6 hereof, shall abate aS to such damaged or destroyed �
portions during the time they shall be untenantable. In the '
event the County shall elect not to proceed with the rebuildin9 i�
. �
��' or repair of the major portion of the premises (if so destroyed }
or damaged) , within a period of ninety (90) days after the 3
��' • 4
'`• destruction or dama9e, the Company may, at its option cancel and ' , �
;s
, . . r:
terminate this Agreement.
-10-
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18. Indemnity and Insurance: As further consideration hereunder,
the Company hereby aqrees to release, indemnify and save harmles§ . . ;
the County, its oificers, agents and employees from and against i
any and al.l loss of, or damage to, property, or injuries to, or �
' �
death of, any person or persons, including property and employees �
J; or agents of the County, and shall defend, indemnify and save
harmless the County, its officers, agents and employees from any �:.__
�i
and all claims, damages, suits, costs, expense, liahility,
actions or proceedings of any kind or nature v�hatsoever. including
j Workmen's Compensation claims, of or by anyone whomsoever, in i
`� any way resulting from, or arising out of, directly or indirectly, i
!
its operations in connection herewith, or its use or occupancy t
of any portion of Pitkin County Airport, and including acts and �
omissions of officers, employees, re�,resentatives, suppliers, ��
!
` invitees, contractors and agents of the Company; PROVTDED,
however, that the Company need not release, indemnify or save 2
' harmless the County, its officers, agenis and employees from
damages resultinq from the sole neqligence of the County's officers,
agents and employees. The minimum insurance requirements pre- ' i
�
; scribed herein shall not be deemed to in any way limit or de.fine �
` the obligations of the Company hereunder. . �
The Company further agrees to secure and deliver to the �
's
County Airport P4anager at the ti.me of execution of this Agree- � •
ment a comprehensive liability insurance policy in single �
limits, written on an occurrence basis, including public liability, �
bodily injury, death and property damage, in form and company �
acceptable to and approved by the Manager and County Attorney, �
� covering the premises, ciperations hereunder and products therein, f
4i
in the amount of One Million Dollars ($1,000,000.00) . �
The County shall not be named as an insm�ed in any insurance �
`' policy required hereunder, but said policies shall contain a pro- 3 .
�
vision covering the Company's contzactual liability to the County.
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� The oziginal or certified copy of above policy as it applies
:;
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w to this Agreement, or certificates evidencing the existence there-
a
� . I
of, all in such form as the Airport Manager may reguire, shall be I
delivered to the Manager upon tiie execution of this Aqreement. � j
l
" �ach such olic or certificate shall contain a valid �
P Y provision
- or endorsement that "This policy will not be cancelled, or
materially changed or altered, without fisst�givin9 thrity (30)
' days' written notice thereof�fio the County Airport Manager, 506
1- --
E. Main Street, Aspen, Colorado 816I.1, sent by certified mail,
return receipt requested".
�
A renewal policy or certificate shall be delivered to the
; Airport Manager at least fifteen (15) days prior to a policy's s
expiration date except for any policy expiring on the expiration
date of this llgreement or thereafter.
i
19. Performance Bond: The Company will deliver to the County �
upon the execution of this Agreement, and �vill at all times during
the term thereof, and including any extension hereof, maintain
in e£fect valid security in an amount eqva2 to one-half (�) of � �
the highest minimum annual guarantee to be paid to the County, r'
• t
� payable without condition to the County of Pitkin, in form and j
• �
with surety acceptable to and approved by the County Airport �
Manager and County Attorney, which security shall be conditioned
upon the Company fully and faithfnlly performing and carrying out � .
the terms and provisions oE this Agreement. �
. �
�
20. Patents and Trademarks: The Company represents that it is �
' the owner of or fully authorized to use any and all services,
processes, machines, articles, marks, names or slogans to be used
by it in its operations under or in any way connected tvith this }
1
Agreement. The Company agrees to save and hold the County, its ';
officers, employees, aqents and representatives free and harmless � }
. +
,t.
of. and fram any loss, liability, expense, suit or claim for damages
' � • . • „
in connection with any actual or. 811eged infringement of •any patent, ' ��:}
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trademark or copyright arising from any alleged or actual unfair
competition or other similar claim arising out of the operations. .
of the Company under or in any way connected with this Agreement. '
- . i
� :�
21. Master Plane The Company agrees that no liability shall �
attach.to the County, its officers, agents and employees by reason �
_ • ,i
I� of any efiorts or action toward implementation oP any present ?
. �
or future master plan for the development or expansion of the
Airport, and, for and in consideration of the granting of the �
i
rights and privileges herein granted, the Company waives any �
� right to claim damages or other consideration arising therefrom. ��
: • ' (
4 � 22. 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 paragraPh numbered 29 hereof,
and excepting any successor to the County) any right to claim
j
damages or to bring any suit, action or other proceedings against �
�
eiiher the County or the Company because of any breach hereof
or because of any of the terms, covenants, agreements and
condi}ions herein contained. •
� .
23. No Personal Liability: No director, officer or employee of
either party shall be held personally liable under this Agreement �
9 :
r
or because of its execution or attempted execution.
24: Taxes, Compensation Insurance and Licenses: The Company
agrees to pay promptly all taxes, excises, license fees and per-
mit fees of whatever nature, applicabl.e to its operation hereunder, �!
and to take out and keep current all licenses, municipal, state i
1
or federal, required for the conduct oE its business hereunder �
r and further agrees not to permit any of said taxes, excises or �
�
;�� license fees to become delinquent. The Company further agrees at �?
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all times to maintain adequate Workment's Compensation Insurance
. �
. (including occupational disease) with an authoYized insuranee '`s
• ;i
company, or through- the Colorado State Compensation Insurance �!
' ' ;
fund, insuring the payment of compensation to all its employees �
in connection herewith. The Company also agrees not to permit �
� any mechanic's or materialman's or any other lien to become '�
attached or be foreclosed upon the property hereinabove described, 'I- '
' o'r any part or parcel thereof, by reason of any worY, or labor �
performed or materials furnished by any mechanic or materialman. 'I
� ,i
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
and Workmen's Compensation Insurance, all reguired 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 i:he same to become delinquent, and to suffer no lien,
mortgage, judgment, execution or adjudication in banl:ruptcy which
will in any way impair the rights of the County under this
- � Agreement. � .
Failure to remove any liens or make any payments called for
• herein shall not be deemed a breach of this Agreement if the
Company wishes to, in good £aith; protest or challenge the validity � '
. of the charge or debt and, provided further,. that it pursue its
challenge or protest in a timely manner and indemnify the County
against any loss by reason thereof.
As additional consideration for this lease, the Company �
-� agrees to license in Pitkin County that percentage of its overall
Colorado fleet as the total of rental car revenues generated in �
Pitkin County is to the total of all rental car revenues in the �
Si:ate of Colorado � � • �
.� �.
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• 25. Compliance with All Laws and Regulations: The Company agrees
not to use or permit the premises to be used for any purpose pro-
hibited by the laws of the United Stai:es or the State of Colorado
. i
. i
or the Charter or Ordinances of the County of Pitkin, and it • . �
'I i
further agrees that it will use tlie premises herein described in
,� .
t accordance with all general Yules and regulations adopted from
time to time by the County or Airport Management for the government �
and Operation of the Airport, either promulgated by the County �
on its own initiative or by or in compliance with regulations �
1
or actions of any federal�agency authorized to regulat� interstate �
' flights to and f.rom said Airport. The Company agrees to submit �
any report or reports or information regarding its operations
that the County's Airport Manger may request.
2G. Cancellation and Termir.ation: The County may cancel and
terminai-e this Ayreement in its entirety and may reposses
:� • � the premises, with or without process of law, without liability for
tresspass, in the event of any de£ault oi the Company as to the � ,
terms, covenants or condit-ions of said Agreement, upon giving
ten (10) days' written notice to the Company of its intention
to so terminate, at the end of which time all the rights hereunder '
of the Company shall terminate, unless the default, which shall
� � have been stated in such notice, shall have been cured within
said 10-day period (or, if the default (other than for the payment y
I
of any monies due hereunder) cannot be cured within a ten day �
period, the Cor.tpany shall have commenced to cure the default �
� and continues to do so without interruption except £or causes v
beyond its control) .
�
The filing and adjudication by or against the Company of any �
petition in bankruptcy, voluntary or involuntary, shall automatically �
terminate any rights conferred upon the Company by this Agreement. ;
Any attempt upon the part of the Companyt to make an assignment for i
�
the benefit of creditors shall constitute a breach of this Agree- #
. z
ment, and thereupon this Agreement shall become null and void and �
no right granted or conferred by this Agreement shall pass under =�
i,
. . ' . x
said attempted assignmeni:. . r�.
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� The Company shall have the right, upon written nbtice to
�he County, to texminate or suspend this Agreement upon the
happening of one or more of the followinq events', if said event �
or events shall then be continuing:
• �
- The issuance by any court of competent jurisdiction of an j
_ injunction, order, or decree preventing or restraining the use '
by the Company of all or any substantial part of the demised
' premises, or preventing or restraining the use of the Airport
�� for normal Airport purposes or the use of any part thereof which
, i
may be used by the Company and which is necessary for the �
� Company's operations on the Airport, which remains in force far I
a period of at least ninety (90) days. '
The County shall default in fulfilling any of the terms,
covenants or conditions to be fulfilled by it hereunder and
shall fail to commence �•�ith due diligence the remedying of said •
default within thirty (30) days following receipt by the County
7
o£ written demand from the Company to do so.
All or a material part of the Airport oY Airport facilities '
shall be destroyed by fire, explosion, earthquake, other casualty, � .
• or acts of God, or the public enemy. �
! The United States Govertur nt or any of its agencies shall
occupy the Airport or any substantial part thereof to such an �
extent as to interEere materially with the Company's operations ,�
for a period of thirty (30) consecutive days or more. �
27. Notices: A11 notices required to be given to the County �
i
hereunder shall be delivered to or given by certified mail, �
' i.
return receipt requested, to the Pitkin County Airgort Manager, �
i
506 E. Main Street, Aspen, Colorado 81611; all notices required !
�
to�be given to the Company hereunder shall be delivered to or ;
i
sent by certified mail, return receipt requested, to the Company �
i
at the address shown on the signature page attached hereto; PROVIDED, �
'� however, that�either party� hereto may desiqnate in wsi.ting from
. , .s.
'�' time to time the addresses of subs�itute or supplementary persons • . '
;
within• the State of Colorado to receive such notices. The effec-
tive date of service of zny such notice shall be the date such
notice is mailed or deli.vered to the Company or to said P7anager.
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28. Waivers; No waiver of default by the County of any of the �
�
terms, covenants or conditions hereoE to be perEormed, kept and
observed by the Company shall be construed as, or operate as, a .. ' �
� i
waiver by the Coynty of any subsequent default of any of the S
i
terms, covenants oz conditions herein contained to be performed, �
3
kept and• observed by the Company. ,�
- � ' s
29. Assignment: It is expressly agreed and understood that any ;�
', and all obligations of the Company hereunder may be ful£illed or ���
discharged either by the Company, any subsidiary thereof, or by I�
, a Licensee member of the Company, and that any and all privileges i�
, i
of every kind granted the Company hereunder may extend to and be ��
! enjoyed by such subsidiary or Licensee so appointed; PROVIDED, ��
however, that notwithstanding the method of operation employed `�
by the Company hereunder, the Company shall continue always to
� remain directly liable to the County for the performance of all
terms and conditions of this Agreement. Except as hereinabove �
set out, the premises may not be sublet, in whole or part, and
the Company shall not assign this Agreement without prior written
consent of the County, nor permit any transfer by operation of .
� law o# the Company's interest created hereby, other than by J
, I
merger or consolidation or sale of substantially all of the
i
Company's assets. j
�
30. Covenant Not to Grant More Favorable Terms: The County
covenants and agzees not to enter into any lease, contract or_ �
�
Agreement tvith any other car rental agency with respect to the �
Airport containing more favorable terms than this lease or to
grant to any other car rental agency rights, privileges and con— �
cessions with respect to said Airport which are not accorded to
the Company hereunder, unless the same rights, privileges and j4
�,.
concessions axe concurrently and automatically made available ;.�
to the Company.
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' 31. A�creement Subor.ctinate to Agreements with United States: This
5
�
Agreement is subject and subordinate to the terms, reservations, '
` . �j
irestrictions and condi•tions of any existing or• future agYeement S!
_:, • ,�
: between the County and the United States, relative to the operation il
•� • ' i�
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 or conveyance of property for the development of
� said Airport. .
i .� _
! 32. Agreement Binding: This Agreement shall, subject to the I
�
. ; provisions of paraqraph numbered 29 hereof, be binding on and �
extend" to the successors and assigns of the respective parties � ;
�
' hereto. j
33. Paragraph Headinqs: The paragraph headings contained herein
i
are for convenience in reference only and are not intended to
define or limit the sco e of an �
p y provision of this Agreement. !
34. Aqreement Made in Colorado: Thi.s A reement shall be deemed �
5 I
to have been made in, and construed in accordance with the laws !
,
of, the State of Colorado.
. 35. Manager's Authorized Representative: Wherever reference is
made herein to the "County's Airport Manager", or words of similar
, import are used, the reference shall include. the Assistant Air-
port Manager or Managers or authorized representative until
notice-otherwise is hereafter given to the Company.
' • ;
36. Abatement of Minimum Guarantee: In ihe event oE the �
� �
happening of any of the following events, the minimum annual
guarantee (but not the percentage of "gross revenues") herein- �
above provided in paragraph numbered 5 shall be suspended for � ;
F
2.
the period ot time the condition continues to exist:
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_ iw�1;�d ,
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: � ?'�„�c,�`;
���
. +
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��`,
A. In the event of any national emergency wherein
.; there is a curtailment, either by executive.decree . �
`; or legislative action, of t-he use of motor vehicZes �
;i
_? or aircraft by the general public, or a material and �
s
f substantial simular limitation on the supply of F
� S
�J gasoline or tires for automobiles available for �
-J� rental. �
B. In the event that the number of civilian pas- }
sengers enplaning at the Airport on scheduled
airlines during'a period of sixty (60) consecutive
j
days or more shall be less than eighty per cent f
(80�) of the number of such enplaning passengers . i
�
for the same period of time in the next preceding ; �
� year.
37, Other Locations: The Company may not, without the prior
written consent of the Airpozt Manager, so long as it continues to
maintain in operation and use for the benefit of the public the
premises in the Terminal Building covered by this Aqreement, rent
• motor vehicles at other locations on the Airport, or within
' four (4) miles of the Terminal Building at the Airport, provided �
� that receipts therefrom shall constitute and be included in �
_ . {
"gross revenues" as deFined by paragraph numbered 5 of this
Agreement.
38. No Discriminatioa: The Company for itself, 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 facilzties are constructed, maintained or otherwise �
� operated on the properEy 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,
-19-
.
,._�.._ . .......:............ .. ... ..._ ..__...
, . ...
, . ,� ., n_.. l _ _ .
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, ' . � ��.;
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Department o£ Transportation--Effectuation of Title IV of the
Civil Rights Act of 1969, and as said regulations may be amended.. , ?
- That in the event of breach of any of the above nondisczimination � +
covenants, the County sha21 have the right to terminate the
Agreement and to reenter and repossess Ehe premises covered hereby j
_, and the'facilities therein and thereon, and hold the same as if �
� said Agreement had never been made or issued; PROVIDED ihat said �
right to terminate this Agreement shall not be effective until !
the provisions and procedures contained in Titic 49, D.F.R., Part J
t 21 are fol].owed and completed, including exercise or expiration i
�
` � of appeal rights. .
�39. No Diversion: .The Company shall not cause or allow to be �
diverted any of its automobiZe rental business at the Airport or �I
� any other location or in any manner to avoid or reduce its qross ��
revenues on which the percentage fee is computed. �
1
40. Remodeling or Relocation of Demised Premises: The County
reserves the right to at any time undertake remodeling, enlarge-
ment, alteration, repair or relocatiori of the herein demised , _
- � premi.:es, including the e�:clusive and non-exclusive and parking �
i
!
area demised to the Company within and 4�ithout the Terminal (
Building provided the County substitutes for any such demised �
PLEASE
IAC
space used by the Company reasonabl�,� comparable or better space j
i `
in accordance with agreement between the Company and County, �
and further provided that said substituted space shall be leased �
for the remainder of the term hereof at the same per squaxe foot (
rental rate as recited herein unless otherwise agreed to by the
` � Company. I•�
i �The County agrees that be£ore undertakznq any suc;� remodeling,
enlargement, alteration, repair or relocation of exclusive, non- �-
exclusive or parking areas it shall notify the Company, be advised ±
>
a
. (
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. �:�'.1: —20 . . � ' . I �
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�` of the Company's design requirements, and give consideration to
meeting such requirements. The County further agrees to attempt
to hold any disruption of or inconvenience to the Compariy's activities
to a minimum, and the Company agrees to make no claim for or rebate
i
, or abatement of rent or claim for such temporary. disruption or in- ;
:
_ �
convenience caused by the project, provided that the Company's �
�
� i
; business is not substantially disrupted or its ability to carry on i
its business is not substantially interfered with. I
;' • �.._.
IN WITNESS WH�REOF, -the parties hereto have caused this
>j instrument to be executed as of tfie day and year first above written.
TH� BOARD Or COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO
f
ATTEST: B�'� �
� � Jos ph E. � wards, Jr.
Q
Cha rman
PARTY OF THE SECOND PART
AVIS RENT'A CAR SYSTEM, INC.
. � ATTEST.i„ . gy: ��,.,�----'�/p
��''�`--'� _
. '�. • �xix�e�Salvatore Giuffrida
, _ Vice President
- 900 Old Country Road
- ��s�a ,�ecYetary
:, ���''; �'4•�,` Garden City, NY 11530
� �'�;�}J Company Address i
i
APPROVED AS TO,PORM:
� � �
� �„�-r.����, .�r, �`��
Sandra M.�Stuller �
- Pitkin County Attorney • �
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:!
US� AND LSASE AGREEMENT •
� 1n317�� � . ;'
i TIIIS AGRETiMENT, madc and entered into this �day of j
� � ��,, 1979, by and�between the BOARD OF COUNTY ?
� - , S
!,� COMMZSSIONLRS OP PITKII� COUNTY, COLORI\DO, hereinafter referred �
" 's
e �_.
to as ihe "Counl-y," Party of the Pirst Part, and C��j x M��R 11 NE� ,
/ �+/ �Q 7� �.p i,r j q �' , a corporation organized and j
;i �
'� existiny under and by virtue of the laws of the State of �
,• ' _('1�c7�OF?Ap�f� , hereinafter referred to as the "Company", �
�
x� Party of the Second Part
�
;
'3 W I T N � S S E T H: g
�� �
� WHEREAS�, the County now owns and operates the Aspen/Pitkin �
�
;� County Airport at Aspen, Colorado, known as "Sardy Field"
i
`�� (hereinafter sometimes referred to as such or as the "Airport") ,
,
� and
� WHER�AS, the Company is engaged in the principal business
� ,i '
� �� of renting automobiles for hire to others; and �
. � � •
� WHEREAS, the convenience of' travelbers using said Airport is �
'� served by rental of automobiles for thei.r business and pleasure �
z
� while in the County of Pitkin; and �
+� �?� WHEREAS, the Company is willing to provide the service of
�� , �
renting automobiles to the public at the Airport, upon the terms
� �
p
and conditions hereinafter set forth. �
�� NOW, THERSFOR�, for and in consideration oE the mutual
� �
covenants and agreements hereinafter contained, it is hereby
��,, agreed by and beL-ween the parties hereto as follows: �
� 'y`
� 1. Area: The County hereby grants unto the Company the right to ,�
occupy and use a portion of the center waitin9 area of the Terminal �''�
W��-
Building, Aspen/Pitkin County Air�ort, Aspen, Colorado, which � 4
. k�:
area (shown as S �nce ' �`
t ) , containinq �;V�T✓ 7" " � ;
� ,.;,,T:
�a�;s�:
( 1�1J� ) squa��e feet ot floor space, mor.c or less, and cross- >.
°:.:�;
hatche�l in red c�n the eiklnehed drz�ei.nc�, r;aid clr�wing bceing marked
�`^_�:., .
,, -1-
�,t �
.: ;,�, :
s''.�:.�:. -
��..,.... . . � �
. �..��l:_4::' .
�'� l�.�. � . '
i ����.
1 '`y,�;.,:�'y , � . •
+'���:��:.io�r:„!: . .
� .N•`
� . . . ._ . . . ._ �,�cn:Sirltiuii9z6�7�. '...!1��.3*'�.:tJ , ._ � �'��i..:
., �. . � �'`?�n.
• "F,xhibit A" atid incor.porated herein by reference and made a part
hereof. The Company tnriy also use a porti.on of the Exclusive Rent-
a-Car parkinq lot arca consistin9 of square feet and cross-
• �
hatched in r.ed on L•hc attached drawing m�irked "Er.hibit B" and � • j
incorporated hy this reference. �
, �
i
2. Tertn of 11gr.eetnent: The ter.m of this a��teement >liall be five :I
(5) years commencinq on �, 1979, and '{
• 1-
� ending on , 1984, unl.ess cancelled and/or �
ter.minated <is hereinaf.ter provided. '1'he County agrees that it �
will extend thc i:erm oi this aRrcement for one (only) additional =
� . � .
five (5) year. term in the event that, at the expiration of the �
I �
term, of this agre�ment, there sha.l.]. be wiavailal�le any compar.able �
- ,
. site wiihin the Aspen-to-Airpori: area for relocati�n of the �
's
company's rental car business (w'iles�, witlii.n the term of this �
4
Agreement, the Company sliall, pursuant to Yaragraph 36 of this �
� Agreement, suspend payment of the Diinimum Guarantee for a total �
of twenty (20) months�'or more). An area shall be,deemed "Com- �
1
parable" if there is available existing and permitted floor space �
and par.king ar.eas si.m3.l.ar to those herein contracted for, and �
at rates comparable to those herein specitied. The site shall ��
be deemed "comparable" even though the comoany must make capital �
S expenditures for the construction of car wash or other garage . �
�
facilities. �
�
+ ' �
'y
3. Use oi Yremises: The County hereby grants to the Company the a
�i
, � right and privilege to occupy the premises described above, �
together with the necessary rights of ingress therei�o and egress �
; �
therefrom, for the sole purpose of operai:ing at the nirport a -'
'�
non-exclusive concession for the rental of motor behi.cles to the �
��
. ����.� . '�i
public. As used herein, the term "motor vehicles" shall include ,;�
only those conmionly classified as sedans, coupes, convertibles, ;;
station wagons, 4-wheel drive vehicles and pick-up trucks which �`x
shall not include trucks rated onc (1) tone or more (which "_
shall not bc rented to the public). The Company agrees to furnish all � '�.
. i;�
personnel, equi.pment and supplied necessary to operate said concession an'
-2-
*nec�d iiot Ue con,ecutivc:.
.� , ,
Fi��.:��-'
:i";�'� . .�
:{:;i.`v�'L�ir: . . .
::'.:,f:F]y�/% .
.�+�'r�''i e:t:.ii: . . .
.. ..�_ '_ _.__ .... ._'_.._... _. ... . .....:.... . . ...._.._ ... . : . . .. . .. ... -..���.. . ..
. � �x;
' • �4w.s:
. . ���.,w.`��
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v
further agrecs to use the above described premises for the purpose
i stated only, unless othenrise auChorized in wri.ting by the Air.por•t '
` Manager and for no other. purpose whatsoever. The Cum�any shall ;
.;
; not install or operzte in or on,the premises any vendi.nq machine, ;
food stand, soft drink, candy or ci9arette dispenser, or any i
like concessi.on or. device offering products for salc to the public j
� or to its custoincrs. No display or device shull be installed upon i
� �
the demised premiee, o�hich in• any way obstructs the public view of �
? another concession.
,
i , It is understooci L-hat the Company, and any additional rental � ,
�
car agencies operating at the airport; sha11 instaa.l, at theix ?
exp4nse, a vehicl� washing machine witliin the presenl- County �
,
vehicle wash rack area, to be made available to the County, the
Company, and such other agencies, for the purpoce of washing and •
� cleaning their vehicles. Times of use of the washiny facility �
for each party shall be set and agreed upon in writing (by a 3
� �
separate agreement} which may be amended from time to time. There
shall be no charge to ihe County, the Compzny, or other such
agencies, for the use of the washing facility, except that a ro
� rata share of the monthly utility charges (elec�-ricity, natural
� � gas, water, etc.) and maintenanae and repair charges necessary
for the operation of said washing facility shall be borned by the �
County, the Company and any such additional rental car agencies. 1
• Ownership of said washing equipment sha11 revert to the County
upon completion of instaZlation. �
Further, fihe Company shall not commit, nor, when called to ?
. �the attention of the Company, permit any nuisance to arise from
'; or related to rights granted herein. �
�
�
. i
4. Use of Airport Roadways and Parkincl Areas: (a) For the ?
: Y
conduci: of the permitted Company activiti�es includinq the rights �
;
of egress and ingress, the Company may use (as required only) �
'� their exclusive "rental car" parking area (L'�:i�ibit II) for delivery • ;
1'. +
'sa
and return of thei.r. vehicles to rental customers. who havc ordered, � • . `
� rented, or returned the vehicle. In no case ,hall tlic L'ompany �
`f
ttse 1ny other �rna Car vcYiicle stor.age.
,
.
3 ,:
., _ _
; . ,.__._.... _ �
�,.. ,
iG".....���.
f
? ^x{ �
�?;t� .
,...�.,....i;��
�� � i'-;�%
?�,.}er�w�,t"-
_,�.
- �, '#^�r'L;�d�2't �.!i i.--!)� � -:1' �. �+:� t 1.�4��i. -�v.i- �l�it}x�/� �:
. . . . . . '�511'�'iVi.aly4�.1�rQ�'r1��Nti'h'��d°"a uiu S s�'tl�
, ��i:,i;�'.':
. r:d:.
�.,
Employee parkinq of their own private ve}ii.cics will only be
permitted in ihe Compzny's exclusive use area (L:r.Piibit II) and in .
no case be permittad in any other airport parking lots .or ro�dways.
(b) The CounLy shall, sul.�ject to iCs pri.mary obligati.on to
maintain cl.ear roads and runways, remove snow from those areas
included ii1 this le�sc,which arc open to puLlic use and whi.ch
are used for storaqc, parkin9 and passac�e of vehicles, ��rovided �`
�
_ �,
that the County nei�d nut enga�e in the mov�ment of par}:ed vehicles
to accomplish such ::no�d remova7., The parti.es igi-ce that such
! snow removal. under. aud about �ach vehicles shall be the responsi-
bilii:y of the Company.
`�
3
5. Compensation and I'ees: The Company covenanis and aqrees to �
pay to the County and the County hereby reserves unto itself, as � a
1 c o m p e n s a t i o n h e r e u n d e r f.o r t h e r i g h t s a n d p r i v i l e g e s h e r e i n g r a n t e d, � �
;
a sum equal to ten per cent (102) of the Company's annual "gross ;
revenues" derived f.rom its operations hereunder, or a minirnum �' �
� annual g�aranteed snm, whichever may be greater. The minimum � �
1
�
annual guarantee for the first year of the five-year period i
¢��� '- _ � r pj ��s� , �
� �!��shall be � �J Q��. JL� F
'fhis minimum guar.antee sha7,1 be adjusted - annually to �
an amount equal to eight per cent (Sa) of the r.evenue generated � �
by the Company at the Airport in the next previous year. However, ?�
�
, in no event will the mi.nimum guararitee in any succeedin9 year be less �
:t
than that of the nexL• previous year. ps used herein, the term j
"gross revenues" shall include all receipts from the rental of f
' � .
vehicles (includin9 those that are included in air travel and :
�>i
� ski packages), from charges to customers for insurance coverage, `.;
and from all other authorized business done in, at, upon and from k
�
said Airport, or within five (5) miles irom the Terminal Building
thereof, and whether for cash or. for credit (regardless of col- � ;
s
. � lections in the case of the latter), and includinq all orders
'_; i
�' taken by mail or by telephone; but shall exclude all recovcries <
for loss, convcrsion or abandonment of said vehicles, reccipts from • ,
. , • �;t
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�' .r . . ���^'�AM�I�f�'N '��`L�f�
.�i:
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the sales of vehicles,, or from their lee�sinq from off-airpori:
locations for a PerSod in excess of one ycar, thc zmount of any .
federal, state or. municipal sal.e.� tax separately stated ancl col-
' lected from customr.rs, discounts as it may be the Company's national
_ policy to grani:, cl�aryes to cu�tomers for the replacement o£ �
i
gasoline where the vehicle is r.ented on a so-called "dry lease",
f
and amounts paid by cu,tomers of: conccssionai.re scparrit-ely ]�illed ',•. . .
. i
' as additional charc�es fur waiver by concessi.onaire of its right �
i
3
to recover from cusi�omer.s for daroa9e to il�c� renY.ed vehicle. 3
k
z
6. Basic Rent: 7'n adilition to t:he payment of mancy ta be made !
- ;
to tlie Couniy [�ULSll7I1L' to t;he al:�ove aiid fo�-eyoinc� 1����'�9riP>> . �
numbered 5 of this I�g�-eement, the Company agrr_es to pay to L•he I�
i�
County durinq the fisst £ive-year term hereof., Tcrminal Counter Space �
• rent at the rate of ten dollars ($10.00) per square foot per . I'
year, plus the sum of five cenL-s ($.05) per square f.00t per �
1
year (increasing to ten cents--$.10--per square foot per year . ��
� during the second fi.ve-year period) for ihe ComPany's exclusive :�
parking area, which sums shall annually be payable in twelve (12) ;�
! substantially equ�l monthly installments, each such installment �
�
� to be due and payabl.e on or before the lOth day of eac,� month �
of the term hereof. Notwithstandin9 the foregoing, the County �
acting by and throu9h its Airport Manager, may. at intervals of •� `
� not less than one year, but subject to the requirements of any �
outstanidng bond ordinance pertaining to ihe Airport, reestablish �
the rentals for Terminal Counter Space provided for in this paragraph �
numbered 6 and the County agrees that any such ree�tablished . �
':
;�
� schedule of rentals, fees and charges will be reasonaUle in relation ;i
to the cost oi providing, operating and maintainirrg the facili.ties ?
covered hereby. The Company agrees that iL- will pay rent at ;
r . ;r
the rate providcd in such reestablished schedule. �
��' � �.
� �
£ . �
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7. Payment and Ti.tle to CounL•y's Pcr.centaqe: On or before the
20th day of the second and each successive moiith of the term of
this Agrecment and the first- month thcr.eafL-cr, the Com�any �
shall pay to thc C��unty an amount which, when aclded.to any previous
payments for prior months of the current callendar year of the
contract, shall be equ�l to the gzeater of either one-ta�elfth
. �;
(1/12t11) of the ci�rrent annual minimum guar.antee times the number ++
of months elapsed in the then curzent cal.endar. year, or t•he ap-
. �
plicable accumulative percentaqe of gross reve�iues received throuqh �
� the then current calendar year to ihe end of il�c preceding '�
� mo»th. The Coml�any ac7r.ecs ii- wi11 ba� the 20th day of. cach month
with such payment �:ubmit a verified statement shot+ing tlie Company's �
�
gross revenue for the pr.eceding montl�, said statemcnt to be in �
form approved or r.equired by the Air.port Manager and the County's �
�a
c
Finance Director. ,
� '
Immediately u�.�on the Compai�y's receipt of tnoneys from its ' `'
activities hereunder, the percentages of said moneys belonging '�
�
�to the County under the terms of this Agreement shall be vested in
and become the property of the County and the Company 'shall be �
responsible for said moneys until the same are delivered to t
, the C�unty. AZ1 overdue amounts (paragraphs 5, 6 and 7 above) (
�shall accrue and bear interest at the rate of eighteen Per cent
(18�) per annum, �.hich interest shall be due and payable without
demand.
8. Books of Accow�t and Auditing: The Company shall keep within �
the County true and complete records and accounts of all gross �
�
revenues, and annually Eurnish a true and accurate statement for �
c
the preceding calendar year of a11 such revenue and business
�
transacted during such preceding year (showing the authorized
;�
deductions or exclusions in computing L-he amount of sucl� gross revenue �
�
and business transactions and the number of vehichles which are conl•racted �
k for at the Aspen/Pitkin County (Sardy FieZd) Airport,) wltich j
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,' ' statement shall be ccr.tified by an auL•horized representative
of the Comp�ny to be correct. The Co�npany agrees to esL-ablish ,
and maintain a system of bookkeepiny satisf.actory to l-he County•EinBnce
Ai.r.ector and to give t.he Couni•y's authorized repr.esentaL-ives access
durinq reasonal�le hour.s to such,books and r.ecords. The Company �
agrees tihat it will keep and preserve for at least thr.ee (3)
_ — j
years all sales slii�s, rentll agrcements, cash register tapes, t
sales books, credii: c�.u•d invoices, l�anl: l;aok, or. dupl.icate i 1
; �
�
deposit slips, and vCliar cvic�ence of gross r.evenues and business
4
transacted for such peri.od. Thr_ CounL-y I�i.nanre Dir.ecLor and ?�irpor.t �
�
i bianager and their re^peci::i.ve auL-hor.i.•r.eil representatives, shal]. i
; have the righL- at ana� timc and from time to time� to audi.0 all af �
I
�
the books of account, bank stat.emcnts, cioc�.�ments, i-ecords, r�turns, '
papers and files of tiie Company relatin� i:o gross �-evenues and . �
the Company, upon request by either, shall make all such matters
� available for such exainination at ihe premises. Tf the County
shall make or have such an audii made for any year and the gross
. ;
revenues shown by the Company's statemeni for such year should be
found to be understated by more than three per ccni� (3$) , the Company
shall pay the County the cost of such audit. The County's right � •
. to have such an audit made with respect to any year, and the �
� Coinpany's obligation to retain the above records, shall expire � �
. i
ihree (3) years after ihe Company's statement for any year shall � �
have been delivered to the County. � � r
I �
, Notwithsiandinq the provision herein contained for the payment E
by the Company to the County of sums based upon a percentaye of � �
I t
t
gross revenues as above provide3, it is expressly understood and �
agreed that the CounL-y shall not be construed or held to be a . •�
� {
partner, associate or joint venturer of the Company in the conduct I 3
:i
�
of its business, but the Company shall at all times have tk�e status g
of an independent contractor, without the right or authority �
�
. :��`` to impose tort or contractual liability upon the County. - �
The Company a9recs that the County's Airport Manager. and Finznce
t
k .
> g. Director, and �lieir authorized representatives, may inspecC
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+� � any sales tax return or report, and accompanying schedu2es and
data, which the Comrany may fil.e wit•h the State of Cblorado pur-
suant L•o tYie local and states sales t<ix law, and tho Con+pany
waives any claim oi confidentia].ity tvhi.ch it may hzve in connection
therewith. '
9. Place and �lanner. of Paymcnts: In all instances where the
Company is reguired by this Agr.eemenl:to pay any rentnls, f:ees
i or other charges or L•o make otlicr moncy pa}�mc.nts to tlie County,
such pa1�menL-s shall. be made without dcmand to: Pit}:in CounL-y
i
? Treasurer.'s Offi.ce, 50G L:. Main Strc.ct, Aypett, Color<�do, Q1G7.1, �
� f
or at such olher p].aee in ihe County of L�itkin as Lhe Coanty's j
�lirport Manager mr�y hereafter designate by notice in wri.ting E
to the Compnay, and shall b-r_ macle in 1e9a1 teucler vf ihe UniL-ed 3
7
States. Any check give�i to the County sliall be reci.eved by it �
i
subject to collection, and the Company agrees io pay any charge . '
�
8
incurred by the County £or such collecL-a.on. f
10. Gasoline Storage Pacilities: For tlie purpose o£ fueling their �! �
� �
, s
own vehicles thc Company may, at its own expense, inst111 an ; �
� 3
undergzound fuel. storage tank and pump system not to exceed 10,000 ��
�i ,.
gallons within their exclusive parkin9 lot area (Exhibit B). Any �a
'�
• installation made by the ine Company must have the prior written �
permission of the Airport Manager. Ocanership of said installation �
shall revert to the County upon completion of installation. .s
��
; `
� 11. Quality of Scrvice: xhe Company agrees to keep the vehicles ?
4
used in its rental service serving the Airport in apparent good �
operating order and repair; that it will not rent any vehicles to �
any party which is not in apparent good operating order and repair � .
� 7
or which may be appareatly hazardous to the person renting the same i
i
qr to the general public. For the purposes of this secti.on, a �"
f
� vehicles will be deemed hazardous if, within the winter months, it r
does nol, at a rtin5.mum, have snow tires. The Company w5.11 provi.de, i
�
�: durin9 t.he te rni of this Agreement or renewal thereof, a sufficient �
k. �.
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f number of renL•al imits so as to properly serve the normal needs and
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• dentands of a1Z uscr_:. �ill vehi_cles shall be delivcred to, and
_ � r-- � �"
" returned by,�the customcr at a si.te a��roved by 'the Manager, °'
'� remote from the Termi.nal. Building, either on or off the Airport. ;
a • ,
' � A r.ental car sh�ll not be brought by the Company l.o L-he i'erminal �
-� Bui.lding for the pw-pose of picking up a customer, and all customers �
�
shall be direcl-ed and ins�ructed to return al]. veliicTes to the �
A
remote check-in site. , � _
�
�
. 12. Uti.liti.es: The County agrecs that: i.i= �.i.11., �it i:Cs ex��ense, �
j — j
furnish normal i]_lumination and ]�eat for the premi�es in tYie �
� sai:t3 Terminal 13ui.lc7i.ng. e
. $
13. Care of 1�r.ea: The Company agrees to keep all premises
�
occupied by i_t on the Airpott in a neat, clean, safe, sanitary -
and orderly condition at al,l times, and that it will keep such
areas Sree at all times of all paper, rubbish and debris, and
� that the Company wil.l deposit all trash and debris at collection
stations in containcr establisfied and provided by L•lie County
. throughout the Terminal Building area; and will so use the premises
` � as not to injure them, except �s such injury may arise out of
ordinary wear and tear resulting from lawful use in accordance
with the terms of this Agreement.
19. Signs: The Company agrees that no�signs or advertising
material shall be painted on, erected or placed in any manner �
�
upon the premises or any other portion of the Airport without �
prior written approval of the County Airport Manager or his
+ authorized representative.
y.
15. P.emoval of rqu�ment: All equipment anci property placed �
• �
� by the Company at its expense in, on or aUout the pr.emises, �
,r including all trade fixtures temporarily affixed to tlxe rea.lty �•
... .:..'...�R . �
but which may bc removed without damage thercto, sha21 remain � ?
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the property of the Company, and ihe Company shall have the
right at any timr cluriny the term hereof, �ihen not in default .
• �
hereunder, to re�uovc all. such equirmcnt, pr.oper�y and trade �
fixtures; �rovidad, however, that all property placed by the
Company.at its cxpense i.n, on or about the t�r.emises and affixed
to the� realty so that same cannot be r.emovcd withouC damage, z
shall become the }�roperty of the County and shall not be removed
�
�� by thc Company :,it any ti.me, except that i:he County ��eser.ves the �
t ' S
,
right to requir.c tl�e Compzny to removc the same and restore the "
; � premises to the same condition as existed at the co�nmencement • �
o£• tlie term hercof, or.di.nary wear and tear, f.i_r.c and ol-her '�
,�
casua].ty e�;ceptcd. • �
:7
�
16. Ri9ht of 7nspection: Tt is mutually ayreed ihat L•he County's :;
;�
`
� duly authorized representatives shall have at any and a1Z times ;
� . "u,
the full and unrestricted right to enter the premises for the �
' �purpose of inspecting or protecting such pr�mises and of doing �
any and all thin9s with reference thereto which the County is
� ,.
obli9ated to do as set forth herein or which may be deemed ,
necessary for the proper general conduct and operation of the �
� �
� 11irp��rt or in the exercise of the County's police power. �
. .,��'
��
i,
17. Damage to or. Destruction of Premises: In the event the �
` a•
premises covered hereunder or any portion thereof shall be destroyed �
�
or damaged by fire or otherwise, to an extent which renders them �
untenantable, tlie County may rebuild or repair such destroyed
or damaged portions and the o}aligation ot the Company to pay �
the basic rent hereunder, for which provision is made in paragraph �
�
numbered 6 hereof, shall abate as to such damaged or destroyed ?
portions during the time they shall be untenantable. Tn the ;
event the County shall elect not to proceed with the rebuilding �
Y or repair of the major portion o£ the premises (if so destroyed
� or damaged) , wii:hin a period of ninety (90) days after the "
F. ;�
�
destruction or damage, the Company may, at its option cancel aiid • , �
. ;
'' i termi.nate this Ac7reement.
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' 18. Inclemnity and 7nsur�nce: As further consideration hercunder,
'� the Company hcrel�y �cl?'ees to rcicase, indemnif-y and save harmless
the County, its oLficer.s, a9ents and cmployces irom and against '
a any and all losy of:, or damagc to, prof�crty, or injuri.es to, or
e - �
� death of, any person or. persons, includin9 propert.y and eml.�loyees -
I or agenCs of the County, and shall def:c�icl, indemni.fy and save ;�
�. !�
� harmless the County, its officers, agents and ern��loyces f:rom any -
`s
and all claims, damages, suits, costs, experose, liabi].ity, N
,s� actions or 1?roceedi.nr�, of any kind or nature whatsoc:ver., including ¢
{
';� Worl:men's Compensatio�z clai.ms, of or by an}�one �,�homsoever, in �
i
.;� ;
''� any w�iy resulting f:rom, or arieing out of, d9.r.ecL-ly or indir.ectly, ;�
� �
`z • its operations in connecti.on herewith, or. its use or. occupancy ;
;( �
. �
of any portion of Pitkin County Airport, and including acts and � .
'{ omissions c,-: ofii.cers, employees, represeni.atives, suppliers, �
f.
}` invitees, contractors and agents of the Company; PROVIDED, '
,.
'` however, that the Company need not release, indemnify or save �
" y harmless ihe County, its officers, agents and employees from �
damages resultin9 from the sole negligence of the County's officers, �
� �
' agents and employees. The minimum insurance requirements pre- �
j
scribed herein shall not be deemed to in any tvay limit ar define ��
! `/r_.
the ob].i9ations of the Company hereunder. / g
The Company fur.ther agrees to secure and deliver to the '
County Airport Manager at the time of execution of this Agree- � ,
• ment a comprehensive liability insurance policy in single �
limits, written on an occurrence basis, including public liability, ??
bodily injury, death and property damage, in form and company �
acceptable to and approved by the Manager and County Attorney, �
3
, covering the premises, �perations hereunder and products therein, i
F
in the amouni: of One Million Dollars (S1,000,000.00) . �
The County shall not be named as an insured in any insurance %
` �� policy required hereunder, but said policies shall contain a pro- `
r :
� vision coverinq the Company's contractual liability ta lhe County. • ;
' •;: ,.;.
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` The original. or. ccrtiFied copy oF above policy 'as. it applies
:
; to this Agreement, or. certificates evidencing .thc existence there-
of, all in such f.orm as the Airport Manaqer. may require, shall be � s
` delivered to the Manager upon the execvtion of this ngr.eement.
x
;,� �ach such policy or. certificate shall conta5.n a valid provision
3
f or endor.sement th��t "This policy will not be cancelled, or. y
; �s
materia].ly change�l or alter,ed, withc�ut fir.st yi_ving thri.ky (30) :1
}
days' written nol-.i.c� L-hereof to thc Couni:y Ai-rport Manac7er, 506 j
i �
� E. Main SL-reet, As:l�cn, Col.orado 8167.1, sent Uy certi£ied mail, '�
; ' retur.n receipt rec�ucsted". �
A renewal �olicy or ccrLificate shall he delivered to the �
S
• Airport Manager at ].east fifteen (15) days prior to a policy's � �
6
,
expiration date ezcept for any policy expiring on the expiration �
�
date of this Agreement or thereafter.
�
S
19. Performance Bond: The Company will deliver to ihe County �
upon the executi.on of this Agreement, and will at all times during � �
the term thereof, and including any extensi.on hereoi, maintain �
in effect valid security in an amount equal to one-half (�) of �
, i the highest minimum annual guarantee to be paid to the Couniy, �
payablc taithout condition to the County of Pitkin, in forni and �
with surety acceptable to and approved by the County Airport �
4
Manager and County Attorney, which security shall be conditioned � `
� upon the Company fully and faithfu2ly per:.orming and carrying out �
i
' the terms and provisions oE this Agreement. �
�
' • �
20. Patents and Trademarks: The Company represents that it is �
the owner of or fully authorized to use any and all services, ?
. 9
pr.ocesses� machines, articles, marks, names or slo9ans to be used :
1
• by it, in its operations under or in any way connected with this �
i.
Agreement. The Company agrees to save and hold the County, its fr
�.� �
�_ officcrs, employees, a9ents and representatives free and harmless �
,e: .
;. of and from any loss, liability, expense, suit or claim £or damages :
� �
in connection with any actual or alleged infringement of any patent, . '�
t,
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� trademark or copyrir�lit arisiny from any alle9ed or actual unfair
i
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competition or othcr si.milar claim arising out of ihc operations
' of the Company undci: or in any way comlected wi.th tllis Ayreentent. ;
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; .
21. A7aster Plan: 7'he Company z�grees ihat no liaUility shall '
7
_ � attach to the County, i.t:s of[icers, �gcnt.s and emE,loyees by reason �
� of any effoz-ts or action toward implementati.on of- any present '
t i
or future masl-er pl:in f-or. the dcvel.opnienh. or expansion of-' L-l�e � -
�
,
� Airport, and, for. and in consideration of the granting of the '�
� 3
rights and ��rivil.egce� hercin granted, the Company r�ai.ves any . i ?
� ;Y
right to claim darnoc�c.�: ar. other con�idca-�iti.on ari...i.n�� tticrefrom. �
. ,,
�
�
. � �i
22. Third Pa.rti_es: Z9iis Agreeinent does not, and sha17. not be 4
- .., a
• ,r
deemed or construed to, confer upon or yrant to any third party �
or parties (excepting parties to whom the Company may assign �
this Agreement in accordance wii:h paragrapli numbered 29 her.eof, �
and excepting any successor to the County) any right to claim �. �
_ i
damages or to brinq any suit, actibn or other proceedings ayainst �
� either the County or the Company because of any brcach hereof I �
� �
or because of any of the terms, covenants, agreements and ; �
� conditions herein contained. • ' �
I �
�
23. No Personal Lizbility: No director, officer or employee of i � `
either party shall be held personally liaUle under this Agreement �
or because of its execution or attempted execution. . �
�
' ' j
24. . Taxes, Compensation Insurance and Licenses: The Company j
• � !
agrees to pay promptly all taxes, excises, license fees and per- � '
� mit fees of whatevcr nature, applicable to its operation hercunder, �
!
and to take ouL• and keep current all licenses, municipal, state i
r
� or federal, required for the conduct of its business hereunder �
a -
and further agrees not to permit any of said taxes, excises or !
. �
•.'r license fees to become delinquent. 4'he Company further aqrees at ;
�t t
�
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� all ti.mes to mainL-�in zdequate Workment's Compensati.on Insurance
_; . .
(includiny occui�.:iti.onal di.scase) wi.th an authori•r.ed in�urance ?
fcom�any, or throuc�h• the Colorado State Corn��ensation Insurance
;
fund, insurin9 thc: payment oL compen,ation to all it-s employecs �
- in connection herea�ith. �'he Company al.so aqrees nal• to permit �
� �any meclianic's or materia7.mtin's or any other ].ien to become
ff#
=i
attached or be foreclosed uE�on ihe property.hereinabove described, �'-
1
�
or any part or parcel thcreof, by rcason of any wor}: or labor ;
x
ti
performed or materi.als fw:nished by any mechani.c or m�aterialrnan. r
i �
` ' The Company further agree.s to furni�h the County, upon r.equest, 1�
duplicate receipt., or. other satisfactory evidencc �howing the '
prompt payment by it of social security wlemp].oyment coinpensat-ion �
and Workmen`s Compensation Insurance, all required licenses and �
�
. all taxes. The Company further aqrees 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,
mort a e ud � �
9 g , j gment, execution or adjudication in bankruptcy which
will in any way impair the rights of the County under t11is �
, f
Agreement. q
. Failure to remove any liens or�make any payments called £or �
herein shall not be .deemed a breach of this Agreement if the �
,,
Company wishes to, in good faith; protest or challenge the validity
� of the cliarqe or debt and, provided further, that it pursue its
challenge or protest in a timely manner and indemnify the County �
against any loss by reason thereof. �
As additional consideration for this lease, the Company �
E �agrees to license in Pitkin County that percentage of its overal.l
5
Colorado fleet as the total of'rental car revenues generated in �
Pitkin County is to the total of all rental car revenues in the �
,. .�� State of Colorado � �
k $.
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25. Compliance wi.th A11 Laws and Requl.ations: The Cocapany agrees
1
not to nse or permit the premises to bc used for any purpose pro-
hi.biicd by tLc l.aw, of Lhe United Statc�s or tlic :�tate of Colora�lo
or i:hc Ch�r.tcr or. Ordi.nr.�nces of- the CounL-y of: Pitki.n, and it
further agrees i.liat it cvill use thc pr�rmi::es hcrcin descriUed in
� .
'�; �ccor..dance with all g��neral rules and requlatione; adopted from �
time to timr by f.Le County oz- F�i.rport Management for the government �
and operati.on ot- L-he Ai.r.porl, eittier prvmulqated 1�y tlze Cvunty {
a
z
� on i ts own iniLi.at.i ve or by or in compl.iance cvitli regulations _
� or acti.ons of any fedceral ae,ency authorized to r.eyulate interstate �
fliglits to and from s�lid Airporl-. 'Phc Com��any ac�r.ees to submi.L' �
i • anp r.epozt or. rero.rts or infc�r.mlCi.oii regarding its operations ;
� s
that the Counl.y'� Airpori A7anqer may request. �
i,�
t. , �
26. Canccll<iti.on ancl Termination: T11e County may ca�icel and �
terminat-e this llgr.eement in its entirety and may reposses � i
S
the premises, with or wit-hout process of ].aw, �vithout liabil.ity for �
tresspass, in the event of any deiault of the Company as to the � �
terms, covenants or conditions,of said Agreement, upon giviny �
c
s
ten (10) days' written notice to the Company of its intention �
to so terminate, at the end of which time all the rights hereunder �
� of the Company shall terminate, uttless the default, which shall �
have been stated in such notice, shall have been cured within �
�
said 10-day period (or, if the default (other tha�x for the payment �
�
of any monies due hereunder) cannot be cnred within a ten day � �
3
' period, the Company shall have commencad to cure the default (
�
and continues to do so without interruption except for causes 3
� beyond its control). �
The filin9 and adjudication by or against the Company oE any '�
�
l petition in bankruptcy, voluntary or involuntary, shall automatically ;
1
tenninate any rights conferred upon the Company by this Agreement. '
, Any attempt upon the part of the Companyt to make an assigmnent for ;
'1
the benef-it of creditors shall constitute a breach oL this Agree- �'
';. .� ment, and thereupon this Agreement shall become null and void and x�
g.
� no right qranted oi- co��ferred by this Ayreement sh�ll pass under '
i
said attempted assignment. ' • " . �
t ;7
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�4 �
� The Company sl�all have the right, upon written notice to
! the Count;y, to ter.minate or susnend i:hi� Agrecment upon the ,
happening of onc or. more ot- the following evenl•�, if sni.d event �
4 or events shall thc�n be continuing:
� The issuance by any court of competent jurisdiction of an i
• 3
— 1
injunction, order, or decree prevenl:ing or resL-raini.ny i:he use '
, �t
i :
by the Company of al.l or any substantial part of: the demised ;;
� � --.
premise,, or preventiny or. restraini.nq the u::e oi thc Airport
� ;
for normal Airport purposes or the usc oL any part ther.cof which
'i
may be used by thc Company and which is necr.,sary f.or the .
�
Company's OYCYl1=70R:i on t}�e Ai.rport-, which remai.ns in fo�.-ce for �±
�
a period of at least ninety (90) day�. . �
The Couniy shall deEault iii fulfi.11ing any of i:lic terros, R
3
covenants or conditions to be fulfilled by it hereunder and �
.7
�i
shall fail to commence with due diligence the remedying of said �
� • �
default within thirty (30) days followinq r.eceipt by the County y
. �
of written demand from the Company to do so. � ��
fi
All or a material part of the Airport or Airport facilities �
_ �
shall be destroyed by fire, explosion, earttiquake, other. casualty, �
. � .
or acts of God, or the public enemy. �
_ � �
� '"he United States Government or any of its agencies shall �
. �
occupy the Airport or any substantial part thereof to such an �
extent as to interfere materially with the Company's oper.ations �
� �
for a period of thirty (30) consecutive days or more. � .
• �
�
�
. 27. Notices: All notices required to be given to the County k
4
hereunder shall be delivered to or given by certified mail, �
�
return receipt requested, to the Pitkin County Airport Manager, �
1 y
506 E. Main Street, Aspen, Colorado 61611; all notices required �
i:o be given to the Company hereunder shall be delivered to or a
sent by certified mail, return receipt requested, to the Company ��
�
?.� at the address shown on the signature page attached hereto; PROV7D�D,
' �. lioiaever, that either party hereto may designate in writing from �%
�: .
;
time to time the acldresses of substitute or supp].ementary persons . '�
within the State oL- Colorado to receive such notices. The effec-
tive date of serv:ice. oE any such notice shall be the date such
. i
notice is mailed or Aelivered to the Company ar to said Dlanager.
,i
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�� � 28. Waivcrs: No waivcr of default by thc County of any of the
terms, coven<�nts or conditions hereat to be per.formed, kept ancl
observcd by the Cotnpany shall be construed as, or operate as, a
waiver by the County of any subseyucnt defauI_t of any of the .
i
terms, covenants or conditions l��r.ein contained to be performed, •
. i
�
kept and observecl l.iy the Company. . f
• �
' zc reed and understoc�d that an � .
29. Assic�nmer�t: It i.s expressly � y �
; and all obligat:i.ons of thc Company hereundcr may be f-ulfilled or ,
i
discharged eithca: by Y.he Company, any subsidi.ar.y thereof-, or by ;
�
�
i a Licensce member o£ the Company, and thnt .�i�y and all. pr9.vileges � '
;
t
of every kind gr.a��Led t:he Con�E�any tic:r.cunder may er.tend to and be �
i
en�oy�d by sucli sul�si.diary or Licenscc: so at�l.-�oi�it-ed; P]tOVIllP:D, . {
1
ho�vever, thzt notwithstanding the method of: operation employed �
by the Comp�ny her.eunder, the Company shall conL-inue always to
remain directly liaUle to the County for the performance of all .
terms and conditions of this Agreement. Er.cept as hereinabove �
set out, the premises may not be sublet, in whole or part, and '
the Company shall not assi.gn this Agreement without prior written
consent of the County, nor permit any transfer by operation of
, lacv of the Company's interest created hereby, other th�n by �
merger or consolidation or sale of substantially all of the i
11
Company's assets.
. 30. Covenant Not to Grant More Favorable Terms: The County .� L
covenants and agrees not to enter into any lease, contract or ''t
�
' Agreement with any other car rental agency with respect to the "
Airport containing more favorable terms than this lease or to ;� .
,
, grant to any other car rental agency rights, privileges and con- ��
" ��
cessions with respect to said Airport which are no't accorded to ;�
the Company hereunder, unless the same rights, privileges and
concessions are concurrently an& automatically made available 'g
. . }
to the Company. . ?.
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� 31. ARreement Subo�-dinatc to Agrcements with United Stcites: This
i
Agreement is subject and ;;ubordi�iaL-c to the L•crms, reservations,
; .
_ ;
restrictions and c.onditi.ons• of any existing or. futur.e a�ireement '
3
between the County �ind tlic United Stat:es, re].ati.ve to tlie operation
1 ;
or_ maintenance of ttte Air.port, the execution of. which has bcen or i
� 's
may be reguirecl as a conditi.on precedent to the expenditure of ' !
's
federal funds or conveyance of property for the devclopment of � � 3
said Aisnort. ; �.. -
. . ;
�
32. Aqreement Bindi.ng: •Thi.s Agreement shal.l, subject to th� ! }
� ay provisions of pzragraph nwnUered 29 l�ereof:, be binQi.ny on and �
� �
extcred to the successors and assi.gns of the respective par.ties �
hereto. �
�
33. Paragraph Headings: The paragraph hea8ings contained herein _ �
are for convenience in reference only and are not intended to : �
define or limit the scope of any provision of ihis Agreement.
i �
, �
34. 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. ; �
i �
35. Manager's Authorized Representative: Wherever refe.rence is
�` �
made herein to the "County's Airport Manager", or words of similar I � `
� import are used, tne reference shall inciude the Assistant Air- i
�
port Manager or Managers or authorized represeiitative until I �
notice otherwise is hereafter given to the Company. �
.�
. F.
3
36. Abatement of Minimum Guarantee: In the event of the �
:s
happening of any of the following events, the minimum annual ±
:
guarantee (but not the percentage of "qross revenues") herein- ;
,�.ti above provided in paragraph numbered 5 shall be suspended for �
i
r R the period of time ihe condition continucs to exist:
1. , e
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. ' .. —18— ' . . � ;i
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. . • • . �,:C'
A. In the eveni. of any national emer9ency wherein
thcre is a curtailment, eithcr by executive dccree .
or legis.l��t.ive action, oL ihe use of motor vetiicle� '
or ai.rcrllL- by the gener.al pub].ic, or a mater.ial and I2
,
� t
subst-antial simul.ar_limitation on thc sup��].y of
, � ;
- � . gasoline or tir.c� for automobiles availabl.c for I '
` ' � �
' rental. � �
' B. In the event that the number oL- civilian pas- �
i
. �
�
. sengcrs enplanin9 at the Airpor.t c�n scl�edulc:d � �
airlines duriny a perioci of sixly (GO) consecutive . ; �
� � �
days or. more shr�ll be lc�s than eighty Per. cent
! (80�-) of the mimUer o£ such en��lz�ni.ng pas�cn9er.s
for the same period of time in the next preceding
_ i
year. �
I�
, 37. Other Locai-ions: The Company may not, without the prior / �'�
�
written consent of the Airport Manager, so long as it continues to �
maintain in operation and use for the benefit oi the public the �
y
premises in the Terminal Buildiny covered by this Agreement, rent �
�
motor vehicles at other locations on the Airport, or within
I
four '4) miles oi the Terminal Building at the Airpor•t, provided #
i
that receipts therefrom shall constitute and be included in �
"gross revenues" as defined by paragraph numUered 5 of this �
Agreement. �
� �
�
38. No Discrimination: The Company for itself, its successors R
�
and assigns, as a part of the consideration hcreof, does hereby �
;
covenant and agree as a covenant running with the land that in �
�
the event facilities are constructed, maintained or otherwise �
a
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 simi.lar service z
��
�' � or benefit, the Company shall maintain and operate such ,�
�. ' T
tacilities and services in compliance with.all other rec�uirements . ;�
imposcd pursuant to Title 99, Code oE F'edcral Regulat-i.ons, .
-19-
.
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�
Department of Tran,E�ortation--rffectuation uf Tit].e TV of the
� Civil Righis Act of 1969, and as said regulai_ions may be amended.
i
ThaL• in the evcnt of breach of any o.f the :.�buve nond_i�crimination
,� eoveiiants, the Couni:y shall have i:l�e ric�lit tc� termi.natc tlie
� Agreement and to reenter and repossess the premi.�es covered hereUy
` � and the facilities therein and thereon, and hold the same as if
"#
} said Agreement- }iad never. been madc or i.ssuecl; PROV7DiiU tllat said
�
right to termi.n�te this Agreement shall not }�e effective until -
the provisions and procedures contained in 7'itle 99, ll.F.R., Part
� 21 are followed and completed, including e:ccr.cise or er.�irat-ion , !
� of appeal ri.ghis. i
!i }
� �
? 39. No Diversion: The Company shall not cause or allow to Ue �
;<;.
9
diverted any of its automobil.e rental busincss at ihc Airport or �
i
1 �
� any other location or in any manner to avoi.d or reduce iis qross �
� �revenues on which the percentaqe fee is computed. ,�
i: �
� �
� 90. Remodelinq or Relocation of Demised Premises: The County - �
reserves the ri9ht to at any time undertake remodeling, enlarye �
+ ment, alteration, repair or relocation of the herein demised � ff
, pxemises, including the exclusive and non-exclusive an:� parking �
�
, area demised to the Company within and without the Terminal �
Building provided the County substitutes for any such demised �
H
space used by L•he Company reasonable, comparable or better space ;� `
in accordance with agreement between the Company and County,
4
I�
and further provided that said substituted space shall be leased ;x
i.1
for 'the remainder of the term hereof at the same per square foot ��
��
rental rate as recited herein unless otherwise agreed to by the ��
I�
Company. • �
�i
The County agrees that before undertaking any such remodeling, '�
l;
enlargement, alteration, repair• or relocation of exclusive, non- �}
IJ
exclusive or park,ing areas it shall notify the Company, be advised
!�
. i
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of the Company's desi.gn requirements, and 9ive consideration to ,
mceting such requir.ements. The County furthcr agrees L-o attempt
to liold any disru��Lion of or inconveni.encc to the Com�any's activiti.es � �
' � �
to a minimum, and i:lic Com�any ayr.ces to make no cla.i.m for or rebate ' � j
� E
or abatement of reiit or. claim Sor suclt tempor.ary disru��tion or in- , ;
_ �f convenience caused by the pr.oj�ct, pr.ovided thaC the Compa�iy's . �
� business is not suUstantially disruNted or its abil.ity to carry on � j
i 1
F
its business is noi: substantially inicr.fer.ed wit.h. ' t
• E_. .
�
IN WITNL'SS 1Vi11•;Jtlipi', the parti.es herei:o have caused thi.s �
? �
iustrument- to be e�ecutecl as of the day �nd ye�.ir fir.st aUove written.
i
' 'lll� I30?�1<D OI' COUN7'Y CO[dM7SSTONI:RS �
OF PIi'}:TN COUNTY, CpLORADO
� , .
iATTEST: By' `
Jos h F.. Edti+ards, Jr.
Chairman
PARTY OP TIfE S�CONll PART
ATTES7`: ' BY� �.,.�t �-�u.i� .
President
` � ������
� ..
a9�� 9�� �- �°-�..�-�t.�,. �
Company Address ������i �
��L� 70�0 �
APPROVED AS TO FORM: ��� ;
,��3 66�,E,
�
� �- �,.rL4! � 6
`2�y. «��r �. �
Sa�idra M. Stuller �
Pitkin County Attorney �
�
�
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