HomeMy WebLinkAboutbocc.con.037.1997 :- ,�_ ,
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�ICENSE AND USE AGREEMENT � '',:.�"���'
AUTOMATIC TELLER MACHINE (ATM1 CONCESSION �;
'�.
PITKIN COUNTY BANK & TRUST f��',��
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THIS LICENSE AND USE AGREEMENT made as of the date last below
signed, is by and between the Board of County Commissioners of
Pitkin County, Colorado, a Colorado home-rule county ("County") and
- the Pitkin County Bank & Trust f"Pitkin County Bank"), a Colorado -
Licensee ("Licensee") :
;�;::.
WHEREAS, the County is the owner, sponsor, and operator of the ��:
Aspen/Pitkin County Airport (Sardy Field) , located in Pitkin County
in the vicinity of Aspen, Colorado (hereinafter the "Airport") , at
which it has made available certain public airfield aviation �
terminal and facilities, certain areas for public use, certain c
- • r areas for exclusive and non-exclusive commercial use subject to q
�-�:` - permit and certain reserved areas; and
�
� ..
} WHEREAS, the County has the authority to operate and manage the
Airport, to regulate commercial activities at the Airport and to
lease and license space thereon, pursuant to, inter alia, C.R.S. ?
30-i1-107, 30-15-401, 30-35-201/202, 4I-4-10I et sev., as amended, �
F. Title IV of the Pitkin County Code, as amended, and Section 8.7 of '
- f the Pitkin County Home Rule Charter; and
+ WHEREAS, Licensee is engaged in the business of providing banking
. services including automatic/automated teller services/machines
, (ATM) , in which service and business it desires to occupy and use I`�
• E + some of the said Location and facilities of the Airport for &-
. .< i commercial purposes; and
_ i � i
� NOW, THERSFORE, for and in consideration of the mutual covenants,
� fj terms and conditions contained herein, the County and Licensee do
� i mutually undertake and agree as follows: f
j ; 1. Grantinq of License [
n` � ;
� � 1.1 The County grants to Licensee, during the term of this f
- � � License, the right to operate one (1) ATM in the Airport main air
t ' carrier terminal facilities, in the location and under the terms
� � and conditions hereinafter described. This right shall be an
exclusive right, subject only to present and future, state and
� , Federal legislation, regulation and case law affecting the County's
�, � power to grant such exclusive rights.
i 1.2 Nothing herein shall be construed to prevent Licensee
from proposing to enlarge and/or relocate its licensed area or from
bidding/proposing on further permitted ATM-type concession/machine
operations.
1.3 The County also grants the rights of ingress and egress
to the Location and the right to use the public areas of the i��-:
. �
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terminal, so long as such rights do not interfere with the rights �+�'`:
of other lessees, licensees or permittees of the terminal, the '�•'
traveling public or the safe and efficient operation of the ��.�' �t',
terminal. �� � �F�' '��:~�
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2. TERM. The term of this License��� Agr�ent shall '.
commence at 6:00 a.m. MST on1!jaxe�r'ist. 1997, and expire at 10:00 �;'i,� ,
p.m. MST on th 1998, unless earlier renewed or � ;.
terminated. 3� v,�.�;, � •=._:
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' 2.1 Renewal. The County may, if it so desires, provide the ',.:�;r; '.
Licensee with an annual review of its performance under this
Agreement to be delivered ninety (90) days prior to the anniversary .�';'^:
date, that anniversary date being the date of Beneficial Occupancy. �.'`�' "
If no such review indicating unsatisfactory performance is provided �Y'•
a� . .
in writing within sixty (60) days prior to any anniversary date, s�
.; Licensee's performance shall be deemed to have been satisfactory ;4: '
+:::�� for the prior year. .'j;;_
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2.2 At the option of the County and in mutual agreement with �'��
the Licensee and provided Licensee is not in breach and has �;:
performed in a satisfactory manner acceptable to the County, the 'e,.°,r.
County shall have the option to renew this Agreement under terms �" r`,
and agreements acceptable to the County for two sequential i',���
additional one (1) year terms. , ,�i�
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2.3 The County's exercise of its right of renewal shall be �
exercised by delivery of written notice to the Licensee sixty (60)
idays prior to the expiration of the term. i
� ,;.
3. License Fees/Pavments/Securitv
3.1 The fees and charges for the occupancy and use of the
• Location for the term of this License and Use Agreement shall be
due and payable, as follows:
�-
3.1.1 The Licensee agrees to pay as compensation
hereunder for the rights and privileges herein gzanted, annual fees
; as £ollows: Minimum Monthly Guaxantee (MMG) of Twenty-Five Dollars
' ($25.00) per month made payable on a monthly basis as provided
� � below.
3.1.2 No deduction shall be allowed for uncollected or ��
uncollectible credit accounts. �
�
3.7..3 Payments for any month or part of a month shall be
due and payable in advance on the £irst business day of each month "
in which operations take place.
3.1.4 The monthly payment as provided for in Section
3.1.1 shall be considered delinquent if not received by the fifth y
(Sth) day ot the month due. If the fifth (Sth) day of the month is ��}3 `
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a Saturday, Sunday or legal County holiday, that payment shall be .' !'.
delinquent if not received on the next business day. '�
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All payments shall be made to the Pitkzn County t'�'� �'�
Treasurer, 506 East Main StYeet, Suite 201, Aspen, Colorado, 81611. •,x'`,.'"�.j•
All delinquent payments shall accrue default interest on any unpaid � •
and delinquent balance on the fifth {Sth) day of every month so " ' '
delinquent at the rate of two percent (20) per month on the unpaid �`'4� ' �
balance, compounded monthly; default interest shall be due and
payable without demand with the next regular payment due. Amounts ; �j�`':?•. �-
received shall be credited first to accrued interest and then to i.:`�:;�`';
accrued and current payments due. t"� .
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4. Machine Area and Use. The County shall provide the Licensee _
with the exclusive right to occupy and use the area(s) as is .
depicted on Exhibit "A", attached hereto and incorporated herein by
reference, for the sole purpose of operating an Airport ATM machine 4; "
concession, as set out herein. �
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5. Hours of Oneration. Licensee shall provide a machine that is �, '
adequately equipped, provisionec3, and operational to serve the �:''�
market demand seven (7) days per week throughout the year at those ,±�
same hours that the commercial terminal building is open for �•
business. � �
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6. Level of Service. Machine services shall comply with all
' Federal, state and county regulations and shall be conducted in a
� courteous and helpful fashion.
� ��
6.1 The licensed area and machine in the terminal location
shall be maintained in a clean, attractive and first-class manner
� by the Licensee.
6.2 All other commercial activities are prohibited unless
- such activities have the prior written approval of the Director of
� Aviation. •'
� 7. Quality of Service/Comolaint Resolution/Performance Review bY
� Countv.
7.1 Licensee acknowledges that the County has an interest in
resolving any complaints arising from the Licensee's operations,
both as Licensor and owner/operator of a public Airport. Based on ;E
the foregoing, in the event that County shall receive any complaint f
arising from the Licensee's operations, the County shall t
immediately transmit such complaint to Licensee for resolution.
7.2 Within ten (10) business days of the receipt oE written
notification of a complaint, whether submitted by the County or by
a patron to Licensee, Licensee shall provide to the Director of
Aviation a written report of the complaint and its resolution or of
Licensee's attempts at resolution. `
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7.3 In addition, Licensee shall submit an annual report to -
the Director of Aviation, on the first day of the month of the :
month of May, of all complaints received by Licensee, including '��
those referred by County. Failure by Licensee to resolve a
majority of any complaints to the satisfaction of the Director of ,•�':,;
Aviation shall be cause for termination hereof. The Director of �� •�
Aviation shall promptly respond to complaints by the public or
submitted by the Licensee.
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7.4 Licensee's em lo ees shall be safet H'� �
P y y-conscious, �
environmentally-sensitive, helpful, courteous, and dressed "`r-'
appropriately at all times, consistent with acceptable customer �.' ',.
relations practices at first-class U.S. resort and conference �,�-;',, .
destination. t.
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8. Reserved Riqhts of Countv. County reserves the following .
rights with respect to the Location and the uses and operations to
be conducted thereon by Licensee.
B.1 County reserves the right to unimpeded access over and
across the Location; provided, that County shall not, in the *.�
exercise of this reserved right, unreasonably interfere with
Licensee's use of the Location. County shall be entitled to enter �,}
upon the Location and into the buildings and other improvements �'t
thereon, in a reasonable time and manner consistent with the �
_ purpose of the entry and inspection, for the purpose of inspecting
� the same, ensuring compliance with the terms of this License,
ipreventing waste or loss, responding to emergencies or complaints �
i or enforcing any of County's rights hereunder.
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• 8.2 County reserves, for the use and benefit of the public,
, the right of flight for the passage of aircraft in the air space
above the surface of the Location, together with the right to cause
' in and around said air space such noise as may be inherent in the
' operation of aircraft utilizing the Airport.
I 8.3 County reserves the right to protect the aerial
approaches of the Airport against obstruction, including the right
� to prohibit Licensee from erecting, or permitting to be erected or
± maintained, any building or other structure or obstruction on the !
-- • Location which would, in the discretion ot the County, limit the
' . � aeronautical usefulness of the Airport or constitute a hazard to
aviation. k
8.4 County reserves the right, during the time of war or t
national emergency, to lease the Airport or any part thereof, •
' including the Location or any part thereof, to the United States
Government for military purposes, and, in the event of such lease
to the United States Government for military purposes, the `;
provision of this License shall be suspended insofar as such �
provisions may be inconsistent with the provision of the lease to �• ••
the United States Government. tS
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8.5 County reserves the right to subordinate the provisions �+�'..;��:'�"�:�
of this License, without prior notice to Licensee, to the 5' `° ,
provisions of any existing or future agreement between the County '"
and the United States Government relative to the operation, '��t" �',�
maintenance or development of the Airport which has been or may be i"'`;'• �
required as a condition precedent to the expenditure of Federal >"�_',:;'
funds for the development, maintenance or operation of the Airport •.
and, if such an agreement is entered into between the County and �;'�, ,
the United States Government, the provisions of this License shall
be suspended and/oz automatically modified insofar as such _'��;,;'
provisions are inconsistent with the provisions of the agreement �_f:;".' �"
with the United States Government. If, by reason of any agreement j,;',:�:�.`:.
with the United States Government as aforesaid, it becomes �� �
necessary to modify, relocate or remove any improvements or other k'='' `
structures situated on the Location, the Licensee agrees to madify, _ -
relocate or remove any such improvements or structures as directed .
by County and County shall reimburse Licensee for the reasonable
cost and expense thereof.
'�.
��: 8.6 County reserves the right to direct, in its sole �
discretion, all activities of the Licensee at the Airport in the
event of an emergency. `'�
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8.7 County reserves the right to further plan, develop, ;1�
improve, remodel and/or reconfigure the Airport, including the
location, the terminal building, and existing vehicle and !,�
- pedestrian traffic patterns, and parking 2ots as County deems �
appropriate without interference or hindrance by the Licensee, and ,�
County shall have no liability hereunder to Licensee by reason of
any interruption to Licensee's operations on the Location 1�
occasioned by such County activities; provided, however, that
• County shall consult in advance with Licensee on such changes and
if Licensee shall be unable to conduct zeasonably normal seasonal
, Ibusiness operations on the Location by reason of any such County
� activities, then the fees hereunder shall be equitably adjusted
during the period of such interruption.
8.8 The County reserves the right, in its sole discretion, to
enter into agreements for the financing or re-financing of the �.
airport and Licensee agrees to cooperate in providing information
to prospective lenders and in providing estoppel certificates, if ��
so requested.
� 8.9 County reserves the right to prohibit any commercial or �
' non-commercial activity by any party on the Airport, which activity
is not expressly permitted in writing.
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8.10 County reserves the right to establish and enforce
reasonable rules and regulations for the conduct of activities and
, uses permitted herein and also to promulgate minimum standards for
the conduct of commercial activities related hereto including, 1`
without limitation, minimum hours of operation if the County
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determines that the needs of the traveling public are not being �*� �:����!S`;
met.
8.11 County reserves the right to refer all development ��`•' ��,
� proposals hereunder through the established County land-use r�"° ~�
application/review process, with costs and fees thereof to be paid �'��'�
by the proposed developer. � •
9. Acceptance of Location. The parties acknowledge that Licensee � t�
. accepts the Location on an "as is" basis.
'P:!''
9.1 Use of LocaCion. Licensee shall have the exclusive right . .,t.;�:�
to use and occupy the Location solely for the purpose of
maintaining an ATM concession location as defined herein. .��'�'^
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10. Coordination with other Airport Users. County and Licensee - . .
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acknowledge that each has rights and obligations arising from
various third-party agreements with other Airport users. County `�''�� `
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*_..: �� and Licensee agree to cooperate with each other to effectuate these ;• -
' third-party agreements, so long as such agreements are not illegal, �.` �
impossible, or do not unreasonably interfere with Airport
operations or the rights and obligations of the varioua parties.
County and Licensee acknowledge their respective obligations as �;�
signatories undex the following Agreements: �'�,
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10.1 That certain Agreement for paid parking services between ,,�`
' � Pitkin County and the commercial parking services licensee; _
; 10.2 Those certain Agreements for commercial ground �
transportation including taxis, limousines and buses; �
10.3 Those certain agreements for on, or off-airport
commercial car rental companies;
+� 10.4 Those certain agreements with the scheduled commercial
airlines;
� ,i:
10.5 That certain Agreement between Pitkin County and the
airport restaurant licensee;
_ 10.6 That certain Agreement between Pitkin County and the
airport gift shop licensee;
10.7 That certain Agreement between Pitkin County and the �
commercial terminal building advertisement/marketing licensee; �
. 10.8 Such further and other agreements as the County may amend
or enter into from time to time in the normal operation of the '
Airport, provided there are no conflicts with the terms of this
Agreement, and provided that Licensee sha11, upon request, be
; provided with copies of any agreements that are connected to this
obligation to cooperate, as set forth herein.
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11. Comnliance with Applicable Laws and Keaulations. In ' L'��'
connection with its occupancy and use of the Location and the ".'� � .
conduct of its operation thereon, the Licensee shall: .ij.,, .�
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11.1 Comply with all applicable laws, rules and regulations '
of the County of Pitkin, the State of Colorado, and the United `'•°�,
States of America and any and all departments and agencies thereof, �-
as the same may now exist or may be hereafter promulgated or i:`: ,.
amended from time to time.
' 11.2 Licensee agrees it will use the premises herein .�'+`�'� ;�
described in accordance with all rules and regulations adopted by ��=�.�.r�.`
the County, or its Dizector of Aviation, for the management,
operation and control of the Airport, either promulgated by the ,3k �
. `.,f�.__';',' �.
County or said Director of Aviation on its or his own initiative or ,'r=.'..
by or in compliance with regu].ations or actions or any Federal ;�;.:; �
agency authorized to regulate interstate flights to and from said �'!
a`y!- _
} : Airport. :;;;t
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! 11.3 Not discriminate against any person or class of persons �;'
by reason of race, color, sex, creed, religion, handicap or
national origin in providing any services or in the use of any �
facilities provided for the public in any manner prohibited by =�'
Title 49, Code of Federal Regulations, Subtitle A, Part 21 of the .,•,f
i Regulations of the Office of the Secretary of Transportation, and T
- j shall comply with the letter and spirit of the Colorado Anti- ���
� Discrimination Act of 1957, as amended, and any other laws and -
regulations respecting discrimination in unfair employment �
� practices, and shall comply with such enforcement procedures as any =
� governmental authority might demand that the County take for the
• ; purpose of complying with any such laws and regulations.
11.4 Pay promptly all taxes, excises, license fees and permit
fees of whatever nature applicable to its operations hereunder and
to take out and keep current all licenses, municipal, state or
Federal., required for the conduct of its business or the operation �
I. or its equipment, and fuxther agrees not to permit any of said
� taxes, excises or license fees to become delinquent.
�
� 11.5 Comply with the rules and practices as set forth in the
current Pitkin County Airport Certification Manual, Airport
iSecurity Plan, and airport policy and/or procedures memoranda, as �
amended from time to time. Any fines assessed against the County
by the FAA as a result of the Licensee's failure to comply with the !
provisions of this paragraph or other intentional or negligent acts +
or omissions of Licensee, its employees or agents will be paid
� promptly to the County by the Licensee. .
11.6 Conduct its commercial activities in suCh a way as not
to unreasonably interfere with other permitted users of the Airport
i
in non-exclusive areas. County shall operate the Terminal in such �
� a way as not to unreasonably interfere with Licensee's operations. �`.
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12. Environmental Qualitv Improvement Policv �-yn��'�
It is the policy of the Pitkin County Board of County Commissioners �:
(BOCC) that Pitkin County plan for and continually reduce :��
environmental degradation. It is the express intention of the BOCC ,
� that all County lessees, licensees and permittees strictly comply • '.
with all existing and future environmental rules and regulations, �
and be sensitive to all present and future environmental issues.
The County gives notice that environmental compliance and i .•�
sensitivity to environmental issues are and will be substantial t:.��:
factors in future performance reviews and procurements. '•. 4
13. Air_port Master Plan. The parties acknowledge that the County �:
has adopted an Airport Master Plan that providea for potential ��- .
changes to the Location during the term hereof. Licensee shall
cooperate in the implementation of said plan and will make no claim
against the County for other than the unreasonable interference
�....,:
- ' > � with its buszness activities caused by such implementation. Copies
'} � of the Airport Master Plan Update are available for inspection or
+ for sale in the office of the Director of Aviation.
� '' 14. Utilities. County shall provide electrical utilities normally
associated with this specific concession. All telephone access,
' service, service costs and maintenance as required for this
� ': concession at the c3iscretion of and as required by the Licensee
- ! ' shall be provided, an3 is the sole responsibility of, the Licensee.
� ' 15. Maintenance and Reoair of Location.
� 15.1 County shall, at County's own expense, keep the
• E i structure and exterior of the Air-carrier Terminal and the interior �
1 common areas in good condition and repair. The County sha].1 be
} i responsible for maintenance and repair of the roof, exterior walls,
� i floor (excluding floor covering) , structural components, heating,
lighting, ventilation and electrical service (to the point of
� connection) ; except if any damage thereto is caused by the ±
= negligence of Licensee, in which case Licensee shall be responsible
t � for such repair. Licensee shall be responsible for maintenance and ,
v � repair of all its trade fixtures and equipment; except if any
� � damage thereto is caused by the negligence o£ County, in which case
; County shall be responsible for such repair.
, R � 15.2 The County shaZl provide normal custodial services
� ! (sweeping, mopping, trash collection, snow removal, etc.) to the
common areas of main public terminal facilities. Licensee shall
provide normal custodial services within its exclusive area and
� � shall keep its exclusive areas clean, picked-up, orderly, in a safe e
condition and in accordance with first-class maintenance practices
and in common with other users of Licensee's classification.
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15.3 Licensee shall not cause nor, when advised thereof by �,;:��e°��
the County, permit any dangerous or hazardous condition or nuisance �'�
to exist related to the use and occupancy granted herein. ":t•'= "•,
_. '!�a
15.4 Licensee shall not place any displays, 5igns, -�r�''' '_�•
advertising or brochures upon the Locatipn, except of such design, • -
content and structure as shall be approved by the Director of '•� �.' '
Aviation, provided that such approval shall not be unreasonably �` � ''
, withheld_ Any sign permitted by County shall, in addition, at all
times comply with applicable Airport policies, rules and `�:'., �.=
regulations. �;.;;;:��:-,-.
16. Licensee's Personal Prooerty/Trademarks. All personal ,`�:�r
_ property, equipment, furnishings, decorations and trade fixtures ,
placed upon the Location by Licensee shall be at Licensee's sole _
riak, and County shall not be liable for damage to or loss of such �;:`
personal property or trade fixtures arising from the acts or
�,,., i omissions of any persons or from any causes whatsoever, except from ?
' the acts or omissions of County, its agents and employees. �'�'
Licensee represents that it is (and will be for the entire term ';
hereof) the owner of or fully authorized to use any and all ';d�
services, processes, machines, articles, trademarks, logos, names '�
or slogans to be used by it in its operations under or in any way ,,',��
connected with this Agreement. Licensee agrees to save and hold ��
• the County, its officers, employees, agents and representatives .
free and harmless of and from any loss, liability, expense, suit, i
demand or claim for damages in connection with any actual or �
! alleged infringement of any patent trademark or copyright arising ?
j from any alleged or actual unfair competition or other similar
claim arising out of the actions of Licensee under or in any way
i
connected with this Agreement. -
17. Destruction of Buildinas and Other Improvements. If the
buildings and other improvements locaCed upon the Location shall be �
rendered untenantable by fire or other casualty, County shall, at �'
County's cost tsubject to and secondary to Licensee's obligation,
if any, to provide fire and casualty insurance for the Location, as
provided below) , restore and repair the same to tenantable
condition as speedily as possible and the rent shall be equitably
� adjusted, in whole or in part, during the period of such ��
restoration and repair according to the portion of the buildings or
t
.� other improvements so rendered untenantable; except that there
; shall be no abatement of rent if such fire or other casualty shail �
� be caused by the intentional acts or negligent acts or omissions of
Licensee, its agents, employees, invitees or licensees.
Notwithstanding the foregoing, County shall not be obligated to
� e�cpend in the restoration and repair of any buildings or other
improvements so damaged by fire or other casualty in excess of the ;
insurance proceeds received by County by reason thereof. Zf such k
insurance proceeds are insufficient to pay in full the costs oE y `
such restoration and repair, County shall not be obligated to
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undertake such restoration and repair unless Licensee shali agree ,= s�
to contribute to the costs of such restorations and repair in an ��
amount equal to such deficiency. ;;�� ^�
- �,�
18. Indemnitv and Insurance. -;x`r��
- • :�
18.1 The Licensee, {including, by definition here and �;i ' , �
hereinbelow, the officers, agents, and representatives,) shall
release and discharge the County; and the Licensee shall indemnify
and hold harmless the County of Pitkin and its officials, �:`:*,,
- employees, agents and representatives from and against liability �,+:t;..T_',
for any claim, demand, loss, damages, penalty, judgment, expenses,
costs lincluding costs of investigation and defense), fees ��'���'
(including reasonable attorney and expert witness fees) or �;. �':• •
compensation in any form or kind whatsoever for any bodily injury, ••`i" ,
death, personal injury or property damage arising out of or in '*a"'
,; connectivn with any intentional act or negligent act, error or '"�`
�,. '
��=: omission by the Licensee, loss of use of £acilities/premises, or ''=-
far any resulting liability alleged to accrue against the County on
-.�.,:.`:
account of the Licensee's acts, errors or omissions; provided, �
however, that such indemnity shall not be construed as an indemnity ���
for bodily injury or propezty damage arising from the sole ,�
negligence or intentional acts of the County or its employees. ` '�
j ., �r
18.2 The Licensee further shall investigate, process, respond ,�
to, adjust, provide defense for and defend, pay or settle all e. -
claims, demands, or lawsuits related to its acts, errors and �
' omissions hereunder at its sole expense and shall bear all other
; costs and expenses related thereto, even if the claim, demand or �'
' lawsuit is groundless, false or fraudulent.
r.��
18.3 To fund this indemnity, in whole or in part, the
Licensee shall secure and maintain for the term of its contractua7. �
� relationship with the County such insurance policies, from
j companies licensed in the State of Colorado, as will protect
! itself, the County (with the County named as additional insured) , _
and others as specified, from claims for bodily injuries, death, �4
1 personal injury or property damage, which may arise out of or �
i result from the Licensee's intentional or negligent acts, errors or
omissions. The following insurance coverage, at or above the
• ' limits indicated and including such endorsements as are indicated
' by an "X", are required:
18.3.1 Statutory Workman's Compensation -- ��
Colorado statutory minimums ,
18.3.2 Commercial General Liability -- Policy Limits: ;..� •
Bodily Injury/Property Damage Combined Single
Limit of 51.00�,000; Deductible: No greater
` than $1,000; ;
i Endorsements: s�1
X Comprehensive Form (A1Z Risks)
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X Location/Operations `;���'
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X Broad Form Blanket Contractual
(HOld Harmless Coverage) •,1�
- 18.3.3 Comprehensive Motor Vehicle Liability ..''•_
Insurance: •�
Bodily Injury - �100,000/each person �' '
�300.000/each accident Et `'�'
_ Property Damage - 550.000/each accident !�,--
;•+'.
- Endorsements:
i� '�
X Any Auto �=,
X � All Owned Autos
X Hired Autos
X Non-owned Autos r
. 18.3.4 Special Coverages: �
Loss of Use Insurance
� t Hold Harmless in accordance
! with para 18.1 above
!' ��
18.4 To provide evidence of the required insurance coverages,
_ copies of Certificates of Insurance in a form acceptable to the �
County shall be filed with the County (through the Director of
f� Aviation) no later that fifteen (15) calendar days prior to �i
commencement of operations affecting the County. Failure to file
�� or maintain acceptable Certificates of Insurance with the County is �:
,i agreed to be a material breach of any contract and grounds for �
termination. These Certificates of Insurance shall contain a
, E provision that coverage afforded under the policies will not be
canceled or materially altered unless at least thirty (30) calendar E
� j days prior written notice by certified mail, return receipt �
requested (effective upon proper mailing), has been sent to the �.
- (' County (through the Director of Aviation) . (For purposes of this �
provision, "materially altered" shall mean a change affecting the
'� coverages required herein, including a change to policy limits as I
R� set out in the then-current policy declarations page.) �
t.
'a= 18.5 In addition, these Certificates of Insurance shall
_ ._._�� contain the following clauses: �
it�� l
f4- 18.5.1 The clause "other insurance provisions," in a
• F� policy in which the County of Pitkin is named as an
;�' insured, shall not apply to the County of Pitkin. �
18.5.2 The insurance companies iasuing the policy or
�,� policies shall have no recourse against the County of
Pitkin for payment of any premiums or for assessments
� under any form of policy.
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18.5.3 Any and all deductibles in the above-described �..� �
insurance policies shall be assumed by and be for the � `" .
amount of, and at the sole risk of the Licensee.
18.5.4 Location of operations sttall be: "all operations ' �a
and areas on the Aspen/Pitkin County Airport conducted by •'.�.�'
or used and occupied by Licensee." „ '.
i..
18.6 Certificates of Insurance for all insurance policies � �
" shall be delivered to the Director of Aviation at least fifteen !-•I .�
(15) days prior to a policy's expiration date except for any policy t'�" "
expiring on the expiration date of the Agreement or thereafter.
. ",:r:�.-.,
18.7 County shall procure fire and extended coverage
insurance and boiler insurance covering the buildings on the -
Location for the full replacement value thereof. County shall •
maintain such insurance in full force and effect during the term of
r,.: ' " " this License and shall furnish Licensee, at Licensee's request, t
F' with a copy of a certificate evidencing the issuance thereof. s�
i
} 19. Rights of Seizure. County shall not be liable in any respect
to Licensee in the event of any seizure of all or any part of the
Location, or the buildings and other improvements located thereon,
� by the United States of America or the State of Colorado in time of p
��. war or other rtational emergency; provided, that the fee provided �
' hereunder shall abate during such period of seizure to the extent
� .i that such seizure shall interfere with Licensee's ability to
i conduct its business upon the Location.
I ;
� � 20. Holdover. If licensee remains in posseseion and use of the
- Location after the expiration or termination of this term, the �
� ` parties agree that Licensee's interest in the Location shall be
- 3 automatically deemed to be a moath-to-month License and Use
. Agreement; subject to the fees, charges, terms and conditions
contained herein, or as new fees and charges may be established,
i amended or terminated by the Airport upon ten (10) days notice.
s � Such new fees and charges which may be established during the term �
t i of the holdover wi1Z not exceed the highest bid amount, if bids are
? ; solicited and received, during the holdover. �
j i
. � ; 21. Assianment. Licensee shall not, voluntarily or by operation i
� i of law, assign, convey or transfer this License, any of Licensee's
. h ' interest in this License or any rights and obligations hereunder;
; or sublicense the Location or any part thereof; or assign, convey
or transfer a controlling interest in Licensee's business entity,
without the prior written consent of County, which consent shall
' i not be unreasonably withheld; provided, however, that Licensee
shall be required to provide evidence satisfactory to County of the
i successful business experience and financial stability of
j Assignee/Transferee, and audit of and full payment of all costs, ;
� fees and charges to the date of assignment/conveyance/transfer and
proof of compliance of the assignment/conveyance/transfer with the
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� County's Airport management goals and objectives, °including 'i�� t�'
without limitation, small business goals, DBE goals, and
environmental impact and quality of service." Nothing contained ':
herein shall be deemed to prohibit Licensee from granting security •"��
interests in its personal property, fixtures, or related assets,
which security interests may be granted without prior consent of � .• .
the County or the Director of Aviation. •� '
� .
22. No Third Parties. This License and Use Agreement does not and i` :�:,'
_ shall not be deemed or construed to confer upon or grant to any (:;?:.
third party or parties, except to parties to whom Licensee may
assign this Agreement in accordance with the specific written `r�' '
permission of the Director of Aviation, and excepting any successor i� :
to the County, any rights to claim damages or to bring any suit, __
action or other proceeding against either the County or Licensee '
because of any breach hereof or because of any of the terms, i
covenants, agreements or conditions herein contained. V
-. - . � 23. Relationship of Parties. It is the intent and agreement of �.
F the County and the Licensee that they shall have the relationship
� respectively of Licensor/Licensee and Permittor/Permittee
�' hereunder, and nothing contained herein shall be deemed or
construed to constitute the parties as partners or joint venturers, ��.
• and in no event shall County be liable for any loss which may
F' result from the operations of Licensee upon the Location or for any
. � , indebtedness incurred by Licensee in the operation of its business
on the Location or for the claims of third parties against Licensee
+ : in the conduct of its business.
� In addition, County sha11 not be liable in any manner to the �
. E � Licensee for any damages the Licensee may incur due to the �=-
, inability of the County to deliver possession of the Location, or
j any part thereof, to the Licensee for reasons beyond the reasonable
' control of the County. �
' 24. Non-Liabilitv of Countv's AQents and Emplovees. No official, C
F � agent, or employee of County shall be personally liable to Licensee i
� � in the event of any default or breach hereunder by County. �
. i
j 25. Termination. This Agreement may be terminated by the Licensee j
f � by giving thirty (30) days written notice in accordance with
' . � �; paragraphs 27 & 28 below.
i
' � 26. Default and Termination. If Licensee shall default in the
! payment of costs, fees or charges when due or in the timely
remittance to County of any other amounts to be remitted to County �
� , under the provision of this License and shall not cure such ` •
, monetary default within ten (10) days after written notice from
County specifying such default; or if Licensee shall default in the
performance of any other obligations or conditions to be performed
� by Licensee under the provisions of the License and shall not cure
i - such other default within ten (10) days after written notice from
�
13 '-
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County specifying such default (or within three (3) business days � � .'"!�
if the default is maintenance of a hazardous condition or failure -
to maintain and/or prove required insurance coverage) ; or in the ";'`� '`•
event of the insolvency or bankruptcy of License; or in the event �" �>
of an unapproved {by County) assignment, transfer or conveyance of -;�`t.' '��
Licensee's interest as defined herein; then in any of such events ' �
if such defaults shall remain uncured after the cure period ' `"'
specified, County may thereafter terminate this License by giving • �'� '�
written notice of termination of Licensee. If, however, the �
Licensee demonstrates good faith due diligence in curing such �y.':i�, -
- default as indicated herein, (with the exception of maintenance of �'
'...,1.::T,. .,,
_ a hazardous condition or failure to maintain and/or prove required '
insurance coverage and monetary default) the County shall grant �k.:�
additional reasonable time necessary to cure default not to exceed ;�;.'-3�. •
thirty (30) days. Upon termination of this License, County may re- ��°;
� : '
enter the Location and remove all persons and property therefrom, ,,�.
using all necessary force to do so, and shall have such other 'r •
rights and remedies as may be provided for by law or in equity, � !'�'� --
> including damages. In the event of any such default by Licensee, ��°�`
'�:r County shall be entitled to recover its costs, including a �'
reasonable attorney fee, in all proceedings in connection �
therewith. x':v:p
, i,4
27. Surrender of Location. Upon expiration or termination of this �'•,: ,r,
� License, Licensee shall surrender the Location to County in good � �
I condition and repair, ordinary wear and usage excepted; and 2
� Licensee shall remove all personal property, trade fixtures, !i
equipment or improvements then owned by Licensee and removable by
prior agreement with County from the Location and shall repair any .�
' damage to the Location caused by such removal. Any personal
property of Licensee, or anyone claiming under License, which shall '$
remain upon the Location at the expiration or termination of this
. License shall be deemed to have been abandoned and may be retained
� by County as County's property or disposed of by County in such a :�
� manner as County sees fit without compensation to any party.
I28. Notices. All notices required or authorized to be given
i hereunder shall be in writing and shall be served upon the party �� �
entitled thereto by certified mail, return receipt requested,
addressed to such party at its address appearing on the signature
page of this License (with a copy delivered to its Airport � -
Location) , or at such other address as either party may so notify
the other party of in writing. Any such notice shall be deemed to ;�
I have been received on the date so delivered personally to the party �
I entitled thereto or three (3) business days after the same has been �;
I properly deposited in the United States mail, with postage thereon 1
i fully prepaid, as aforesaid. , � '
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29. Re�resentations of Licensee. Licensee represents and warrants '� �-
to County as �ollows: ;` .,�
, -•'��
29.1 Licensee, and those individuals executing this License `'
on beha2f of Licensee, represent and waYrant that they are familiar '�''�,��
,
with Section 18-8-301, et s_eq, of the Colorado Revised Statutes . �
(Bribery and Corrupt Influences) and Section 18-5-401, et s,e�c . of •`
the Colorado Revised Statutes (Abuse of Public Office) and that no (
violations of the provisions thereof are present. 4�_�•;1`;�`"
,y;...:,.
- 29.2 Licensee, and those individuals executing this License �!'.'r.4`�
on behalf of Licensee, represent and warrant that to the best of �.,,�..:,
their knowledge no employee of Pitkin County has personal or a:
beneficial interest whatsoever in the License or in the business to E` ' �
_. i '
be conducted upon the Location by the Licensee. 't: . `
�.
30. General Provisions ' .�
f_ � `?
' 30.1 This License contains the entire agreement of the
parties and there have been no promises, representations or :.�.
agreements, either express or implied, except as expressly set �'�
forth herein. Any and azl prior agreements or understanding ��x
between the parties are expressly agreed to have merged herein.
��
30.2 The provisions of this License shall be severable and �
' the invalidity of any provision hereof shall not affect the
i
vaZidity of any other provision hereof.
i 30.3 This License may be modified or amended or supplemented
i only by an instrument in writing signed by the parties hereto. The
� County's representative for the administration of this Agreement
' shall be the Director of Aviation or his/her designee in writing;
provided, however, that all matters affecting material terms of
- this Agreement, including term, fees and charges and use of
Location by Licensee, shall only be modified or amended by a �
� writing approved by a Resolution of the Board of County ;
Commissioners aC a duly-noticed public meeting.
f30.4 The failure of either party hereto to exercise any right
� or remedy hereunder shall not be deemed a waiver thereof or a
• � waiver of the right of exercise the same at any future time, or the
� waiver of any other right or remedy hereunder. No waiver by either
• f party o£ any right or remedy hereunder shall be effective unless in
� writing signed by the party.
I
' 30,5 The parties agree that this Agreement was negotiated and ,
drafted by the mutual efforts of the parties hereto and agree that
no legal presumption shall arise as a result of the identity of the
drafter of this Agreement or any presumed unequal status arising
therefrom.
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30.6 If either party hereto shall institute legal proceedings ����- '.
to protect or enforce any of its rights or remedies hereunder, then <;�;;� .:
_ the party prevailing in such legal proceedings shall be entitled to 3: ;..i�
recover all of its costs in connection therewith, including a �'
reasonable attorney's fee. ��'' �, '
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30.7 This License shall be governed by and construed in j:+t: ,.
accordance with the laws of the State of Colorado and venue is
' agreed to be exclusively in the courts of Pitkin County, Colorado. �''- `�
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3�.8 This License shall be binding upon and shall inure to ���::�:'.r.�'•
the benefit of the parties hereto and their respective heirs, �
successors and assigns. i��-�^-
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30.9 This License shall be executed in duplicate originals, �3''
with one original to be held by each party. '�t�.:; �
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31. Authoritv of Licensee's Representative. As an inducement to �F -:
the County to execute this agreement, the undersigned :1;
representative of Licensee represents that he/she is expressly
authorized to execute this Agreement and to bind Licensee to the �:y'.
terms and conditions hereof and acknowledge that the County is , '•�
� relying on this representation, authorization and execution. :,G
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COUNTY: LICENSEE:
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THE BOARD OF COUNTY COMMISSIONERS PITKIN COUNTY BANK & TRUST
_ OF PITKIN COUNTY, COLORADO ���' �
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BYc By. �'�:'`.�,,�:
Bill Tu' e r�<'.:'•.
Chairman
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Date Dat�— x •
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._:,. A ST: ATTEST: !
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�,i. n County C rk Corpor te S�eczet�ry,v� -�
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' �' Adta��``��
i Countv' Address: Licensee's Addr�'S5'':���'
Ic/o County Manager For receipt of:.mailed
� 506 East Main Street notices hereuricier:
� Aspen, Colorado 81611 -
' . � 534 E. Hvman Ave.
cc: Director of Aviation AsDen, co 81611
. 0233 E. Airport Road, Suite A
Aspen, Colorado 81611 c'
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RECOMMENDED FOR APPROVAL.� ' `= .
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Suz ne Koncha Date �
ty Manage � � .
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Scott Smith Date
Director of Aviation �,',;;.;;
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APPROVED AS TO FORM: �
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J E ate {.1
ounty Attorney
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� APPROVED AS TO BiJDGET:
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Thomas Oken Date
Administrative Services Director
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" j Hila Smith Date
' County Risk Manager `•
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jAttachments:
. t Exhibit A - ATM machine area location diagram
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•� ADOPTED BY THE BOARD OF COUNTY
• {� — COMMISSIONERS ON � 2 — E
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1997. E
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