HomeMy WebLinkAboutbocc.con.052.1996 �' -`IC ��' ��,
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ASPEN/PITRIN COUNTY AIRPORT ' '��
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ON-AIRPORT RENT-A-CAR COMPANY � � ''.
LICENSE 7�ND OSE AGREEMBNT � �
1996--2002 �J�.'o.
AVIS RENT-A-CAR ;"`�'
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' THIS LICENSE AND USE AGREEMENT, made as of the date last below <i` �
signed, is by and between the BOARD OF CoUNTX CoMMISSTONERS OF '�
PTTKIN COUNTY, COLORADO, ("County"), a Colorado home-rule County, ;.
as Licensor/Permittor, and AVIS RENT-A-CAR SYSTEM. INC., d/b/a Avis
Rent-A-Car ("Licensee" or "Company"), a Delaware cornoration, as �
Licensee/Permittee.
WHEREAS, County is the owner, operator and sponsor of the •�
Aspen/Pitkin County Airport (Sardy Fieldj, located in Pitkin County �f'.`
in the vicinity of Aspen, Colorado (hereinafter the "Airport") , at �,�
- which i,t has made available certain public airfield facilities, an
airline terminaZ and facilities, a general aviation terminal and i
facilities, certain areas for public use, certain areas for
exclusive and non-exclusive commercial use (subject to lease,
license or permit) and certain reserved areas; and
WHEREAS, County has the authority to operate and manage the
, Airport, to lease and license the occupancy and use of Airport land
areas, buildings and facilities, and to permit and regulate
commercial activities thereon, pursuant to, in er a ia, C.R.S.
Sections 30-11-107, 41-4-101 et seq•, as amended, and Section 8.7 ��.
of the Pitkin County Home Rule Charter; and
WHEREAS, Licensee is engaged in the business of a commercial
rental car operator in which service and business it desires to
occupy and use some of the areas and facilities of the Airport for
that purpose; and f;
WHEREAS, the parties hereto alsQ re parties to that certain A��, 'F
License and Use Agreement dated �� I' Sa- ("the 155 2 Agree- .GJ[,�H-
ment"), as amended and extended, which has expired and is��sG�� I•
superseded hereby (except for any continuing un-released payment/ � �
and audit obligations of Licensee thereunder}; �
NOW, THEREFORE, for and in consideration of the mutual �
covenants, terms and conditions contained herein, the County and ?
' Licensee do mutually undertake and agree as follows: � '
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County/Avis License and Use Agreement �' '
1996--2002 S,y Y;t"
Page 2 � � -
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A. LICEN3ED AREAS� TERM� USEB, RfiQUIREMENTS AND RESTRICTIONS . �„
1. License o£ Location. County hereby grants to Licensee, and '� `,�,r,
Licensee hereby accepts from County, upon the terms, conditions, �
obligations and restrictions contained herein and subject to the j'�`
rights zeserved by County herein or as otherwise set out herein,
the right to occupy and use that portion of the Airport, Pitkin �-°
County, Colorado, including buildings and other improvements , �.�`
situated thereon as shown on Exhibits "A," "B-1" and "B-2" attached
hereto and incorporated herein by this reference (hereinafter p_
referred to as the "Location") consisting of the following: �4 '� ,
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a. Rental Car Counter/Booth/Office space No. � , Airline�'�` �
Terminal (102 sq. ft.) . �/�� �•.
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b. Fifteen /15) Ready Lot Spaces (of 59 spaces) , in of �'
configuration and location as shown on Exhibit B-1, subject to ''•
re-allocation as provided below.
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c. 28,20o sq. ft. of Storage Lot Space (of 122,500 sq. ft.), �
in a configuration and location as shown on Exhibit B-2, �.,�%'
sabject to re-allacation as provided below.
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d. Motor Vehicle Fuel Farm, subject to costs, rules and ' ;
regulations in common with other users of Licensee's classifi-
cation. {N.B.: Licensee acknowledges that the motor vehicle
fueZ farm is scheduled by the County to be decommissioned on
or after October 1, 1996. The right of Licensee and the other ;F
RAC companies to occupy and use this area and facility may be
terminated by the Co¢nty, without compensati,on to Licensee, on
that date or thereafter by ninety (90) days' written noticej .
e. Employee Parking Spaces, upon request by Licensee and if
then-available, subject to costs, rules and regulations in
common with other users of Licensee�s classification. `
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f. Entryways, exitways, driveways and internal circulation
areas appurtenant to the above-described areas, subject to
rules an8 regulations in common with other users of Licensee's �
classification.
g. Areas made available to the public (waiting rooms, +
concessions, roadways) , subject to rules and regulations in '�
common with other users of Licensee's classification. �1� .
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The County and Licensee acknowledqe that Exhibits '�A," "B-1" and
"B-2" being maps of the Location, are not to scale and shall be ::,�.
replaced, upon the mutual agreement of the parties, at such time as
scale maps based on actual survey data become available. �
Any entry on, use of or occupancy oP Airport land, buildings or �.
facilities not expressly permitted by this License is prohibited, ! �
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County/AVis License and Use Agreement
' 1896--2002 ,
Page 3
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except by separate express prior written permission from the County �"
and under such terms and conditions as the County may require. ��,,,
2. Tern. The term of this Agreement shall commence at 6:00 a.m.
MDT on May 1, 1996, and expire at 10:00 p.m. MDT on April 30, 2002,
unless earlier terminated as provided herein. ::.
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a. No Renewal. Licensee acknowledges that this Agreement �.r.4•
contains no renewal clause and is svbject to the County's
stated intent and obligation to expose the Location and rights '
granted hereunder to public competitive selection process at - '
the expiration or termination of this term. �
b. Holdover. If Li,censee remains in occupancy and use of
the Location after the expiration of this term with the �
consent of County, Licensee's interest in the Location from
and after that date shall be deemed to be month-to-month,
pursuant to the terms and conditions of this License and Use
Permit (including the payment of MAG in the monthly amount !'
payable for the finaz year of this termj, or as the parties
may otherwise agree in writing, or, if the parties shall fail `
. to agree, upon such other terms and conditions as may be
established by the Airport upon ten (10) days' notice to
Licensee.
c. Surrender of Locati.on. Upon the expiration or termina-
tion of this License, Licensee immediately shall surrender the
Location to County in good condition and repair, ordinary wear ��`
and usage excepted; and Licensee shall remove all of Licen- '
- see's personal property, trade fixtures, equipment or improve-
ments removable by prior agreement with County from the Loca-
tion and shall repair any damaqe to the Location caused by
such removal. Any personal property oE Licensee, or anyone
claiming under Licensee, 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 manner as
County sees fit without compensation to any party.
3. Acceptance oF Location. The Licensee agrees that the Location
either has been occupied or inspected by Licensee at the beginning
of this Zicense term and is accepted and initially will be occupied
by Licensee on an "as is'� basis,
4. Redevelopment of Service Facility and Related Aareements. As
a material element of this Agreement, Licensee agrees to redevelop
an On-Airport Rent--A-Car {"RAC") Service Facility, in cooperation
with the other On-Airport RAC companies, pursuant to the following: ,.
a. As provided in the Amended Bid Form (Issued March 27, �
1996) submitted by Licensee on March 29, 1996. �
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County/Avis License and Use Agreement �%��^�s�.
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' 1996--2002
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b. As provided in a Joint Facilities Lease and Redevelopment i,
Agreement between the County and each of the on-Airport RAC � '
companies, which will contain more detailed provisions far the +.
redeve2opment of a limited-service motor vehicle washing and
fueling Eacility and provisions for the use, occupancy and
ownershig of the facility.
c. As provided in the County Facility use Fee Resolution, �.,..
which estalalishes a transaction/day Facility Use Fee that will +:p
be charged to rental car customers and then deposited in a ,
fund to reimburse the RAC Companies for capital contributions
advanced by them and the County for certain legal and admin- " �
istrative expenses. �
5. Reserved Riahts of Count�. County reserves the following
rights with respect to the Location and the uses and operations to f
be conducted thereon by Licensee.
a. County reserves the right to unimpeded access over and °
across the surface of the Location, except for the buildings f
and other improvements situated thereon; provided, that County
. shall not, in the exercise of this reserved right, unreason-
ably interfere with Licensee's use of the Location. County
shail be entitled to enter upon the Location and into the
buildings and other improvements thereon, in a reasonable time
and manner consistent with the purpose of the entry and
inspection, for the purpose of inspecting the same, preventing
waste or loss, responding to emergencies or complaints or _
enEorcing any of County's rights hereunder. �
b. County reserves, for the use and benefit of the public,
the right o£ 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 and on the ground
such noise as may be inherent in the operation of aircraft
utilizing the Airport.
c. County reserves the right to protect the aerial ap-
pxoaches 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
obstruation on the Location which would, in the discretion of
the county, limit the aeronautical usefulness of the Airport
or constitute a hazard to aviation. .
d. County reserves the right, during the time of War or
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
purpases, the provisions of this License shall be suspended _
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County/Avis License and IIse Agreement
' 1996--2002 �
Page 5 -
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insofar as such provisions may be inconsistent with the provi- "
sions of the lease to the United States Government. �.�
e. County reserves the right to subordinate the provisions
� of this License, without prior notice to Licensee, to the
provisions of any existing or future agreement between the
County and the United States Government relative to the opera- .
tion, maintenance or development of the Airport which has been
or may be required as a condition precedent to the expenditure
of Federal funds for the development, maintenahce 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/or automa-
tically modified insofar as such provisions are inconsistent
with the provisions of the agreement with the United States f
Government. If, by reason of any agreement with the United
States Government as aforesaid, it becomes necessary to
modify, relocate or remove any improvements or other struc- '
tures situated on the Location, the Licensee agrees to modify, !�
relocate or remove any such improvements or structures as
directed by County. If the improvements removed were lawful
. and permitted, the County shall reimburse Licensee for the
reasonable cost and expense thereof.
f. County reserves the right to direct, in its sole discre-
tion, all activities of the Licensee at the Airport in the
event of an emergency.
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g. County reserves the right to grant leases, licenses,
� uses, permits or rights to other parties to occupy or operate
on the Airport so long as such other grants do not unreason-
ably interfere, in the reasonable discretion of the County,
with Licensee�s operations. The County acknowledges that
Licensee's offer to operate this concession was based on a �
representation that five (5) on-Airport operators were planned
for the Airline Terminal during the term o£ this Agreement.
If, through the actions of County or otherwise, that number
increases, the operators shall be entitled to an Equitable
Adjustment. If, through the actions of Coun�y or otherwise,
that number decreases, the County shall be entitled to an
Equitable Adjustment.
h. The County reserves the right to direct Licensee's opera- •
tions in the event that such operativns are unreasonably in-
terfering, in the reasonable discretion of County, with the
use by others of the Airport; e•a•, to restrict the use of
"public" areas oP the Airline Terminal and public-access
curbs, sidewalks and roadways in favor of the public.
i. County reserves the right tq further plan, develop, � _
improve, remodel and/or reconfigure the Airport, inclu8ing the �
Location and existing vehicle and pedestrian traffic patterns,
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County/Avis License and Use Agreement
. 1996--2002 ,.
Page 6
as County deems appropriate without intarference 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 occasioned by such County activi-
ties; provided, however, that County shall consult in advance
with Licensee on such changes and if Licensee shall be unable s
to conduct reasonably normal seasonal business operations on
the Location by reason of any such County activities, then the �
fees hereunder may be subject to Equitable Adjustment during ` �"
the period of such interruption.
j. The County reserves the right, in its sole discretion, to .
enter into agreements for the financing oz re-financing of the
Airport and Licensee agrees to cooperate in providing informa-
tion to prospective lenders and in providing estoppel certifi- q.
cates and similar documents, if so requested.
k. County reserves the right to prohibit any commercial or
non-commercial activity by any party on the Airport, unless y.
that activity has express prior, written permission from the
County.
- 1. 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 stan-
dards for the conduct of commercial activities related hereto
including, without limitation, minimum hours of operation if
the County determines thnt the needs of the traveling public
are not being met. '�,A`
m. County reserves the right to refer all development
proposals hereunder through the established County land-use
application/review process, with costs and fees thereof to be
paid by the proposed developer. _
6. Use of Location. Licensee shall use and occupy the Location
solely for the purpose of maintaining a commercial rental car
Location, as defined herein, and conducting a non-exclusive commer-
cial rental car operation, as defined herein.
a. Licensee shall have an affirmative obligation, for the
term o£ this Agreement, as it may be extended as provided
above, to conduct a commercial rental car operation at all
times that such service is customarily provided by other "
operations of Licensee�s classification to the traveling
public at the Airport. •
b. Permitted uses, if such activities are conducted in a
place and in a manner permitted by the County, are the
� following: ,
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County/Avis License and Use Agreement �
1996--2002 �`� '
Page 7 .
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i) Storage, staging, washing, fueling and minor :�-.`; ,
preventive maintenance and repair oF motor vehicles �
available for rental, including movement of such vehicles
necessarily incident to these activities. j:�`
2) Staffing of the designated booth and counter in the
Airline Terminal for the purpose of providing information
and arranging for and compZeting rental transact.ions. =:,r.�'
3) Identification of Licensee booth and counter, ready �-�
spaces and storage spaces by signs or logos in numbers, �'R ' �
size, color, design, content and type as approved in '
advance in writing by the County.
c. Any occupancy, use, activity, display or product not
specifically permitted herein shall be and is hereby prohibit-
ed, except as by separate express prior written permission ,'1�
from the County and under such tern�s and conditions as the �>:
County, in its sole discretion, shall determine.
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7. Re-allocations of Facilities Based on Market Share. During �'
the term of this Agreement, the number and location of ready 1ot �
spaces and the si2e and location of the storage ].ot spaces for the �
on-Airport Licensees, as identified above, shall be re-allocated
among those Licensees as follows:
a. On May 20 in 1997 and every license year thereafter, the ;,;
penetration reports due on those dates plus the reports from
the next previous li months shall be assembled and the market _
share of those on-Airport operdtors relative to each other
shall be calculated by Airport Staff. In all calculations
hereunder, fractional numbers shall be rounded up if exactly
"5" or greater and down if less than "5".
b. With respect to the fifty-nine (59) available ready 2ot
spaces, such spaces shall be divided and re-allocated as
follows:
1) The available spaces first shall be divided by
multiplying that number by each of the market share
percentages of the operators, rounding up and down as
provided above. i�
2) Next, if this calculation results in fewer than �+:�'
seven {7) spaces for any operator{s) {each operator being
entitled to a minimum of seven (7) spaces for the term of • !
this Agreement), sufFicient spaces ta result in that `''�'
minimum per operator shall be taken from the operators �
with numbers of re-allocated spaces exceeding the
minimum, from largest to smallest, one at a time.
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County/Avis License and Use Agreement A� , -
1996--2002 � ,.
Page 8
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3) Those operators then sha12 be ranked, according to {•� �;�,
this market share calculation, from the largest percent •
to the smallest. This order of ranking, largest to '��' .�,
smallest, shall be the order used, first to last, by the '.
companies ta choose the actual ready lot spaces to be �:��.:
allocated to them.
4) The use of these re-allocated ready lot spaces shall
commence on July 1 of each year. Addenda to the existing
Agreements, including calculations of adjusted fees and � � r
amended Exhibits, shall be prepazed by the Airport and � �
executed by the Licensees. t.` � �
c. With respect to the 112,800 sq, ft. of available storage ��.
lot space, such space shall be re-allocated once, in 1998, by } ,
the same process as that for the ready lot spaces, except:
1) The minimum storage lot space: 13,310 sq. ft. !.
2) The use of the re-allocated storage lot space shall �
commence on July 1, 1998. �''J
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d. The County reserves the rfght to approve the configura- '!
� tion of the re-allocated ready Iot spaces and storage lot, in �
its reasonable discretion, in order to ensure a reasonable
parking and access pattern for all companies.
8. Requirements of Licensee's operation. It is of primary
importance ta the County that, in the conduct of Licensee's opera-
tion on the Location, Licensee provide rental car services o�
- highest quality to users of the Airport commensurate with rental
car operations of this size and traffic volume at first-class U.S.
destination resort locations. To this end, Licensee agrees ta
provide the Pollowinq services in the conduct of its operation:
a. Licensee shall provide sufficient and adequately-trained y
and -supervised personnel, sufficient rentable vehicles and
necessazy equipment and supplies to offer rental car services
consistent with first-class national rental car operations in
similar first-class U.S. resort operations. Rented vehicles
must be clean, well-maintained, safe and contain all neeessary
safety equipment for mountainous, snow ski season operation ,
including, during winter season, mud and snow tires rated
"M/S" and accepted by the Colorad'o State Patrol under the ,
then-existing "chain law" for mountain passes. �
b. Licensee shall conduct, direct and supervzse in a prompt, �!
safe and efficient manner all of its traffic on the Airport, i�
including employee and customer motor vehicle traffic and �-�
pedestrian traffic, in connection with its operations. �'
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County/Avis License and'Use A reement °''' ""'���
5 '+z;'�; ,°
• 1996--2002 ;;;:.:<'
Page 9 ��
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c. Licensee�s employees shall be safety-conscious, �,: �.,
environmentally-sensitive, helpfu2 and aourteous at all times, '�•
consistent with acceptable customer relations practices at
first-class U.S, destination resorts. . '
d. A number of motor vehicles in Licensee�s Colorado fleet
shall be licensed and registered in Pitkin County at all
times. Except as amended by state law or procedure, that ��
number shall be determined by multiplying the total number of r,'+
Licensee's Colorado fleet motor vehic2es by the ratio of �';r-
Licensee's gross revenues to its tatal Colorado gross "
revenues.
9. Restrictions on Licensee�s Onerations. Licensee, i;n the '
conduct of its operation, shall be subject to the follawiag
limitations and restrictions: �
a. Licensee shall park on, store on and rent from the
Airpart Location only motor vehicles as defined herein and
only motor vehicles available for rental exclusively from the t
Location. No other vehicles, including trucks above 5,000
1bs. empty vehicle weight, motorhomes, busses, motorcycles,
" trailers, or non-passenger registrations shall be permitted on '
the Airport, without express prior written permission of the
County, in the discretion of the County, and under such fees,
terms and conditions as the County may require.
b. Licensee shall not place any objects, displays or signs
upon the Location, except of such design, content and struc- ¢=
• ture as shall be approved by County, provided that County's
approval shall not be unreasonably withheld. Any sign
permitted by County shall, in addition, at all times comply
with all applicable Airport policies, ru2es and regulations.
c. Licensee shall not cpnduct rental car Transactions or
establish other Locations, as defined herein, elsewhere on the
Airport ar elsewhere within Pitkin County (including the City
o� Aspen and the Town of Snowmass Village), or within the
incorporated boundaries of the Town of Basalt (as the same may
be changed during the term of this Agreement), except as may
be separately and expressly permitted as provided herein.
Licensee acknowledges �hat the intent and effect of this sec-
tion is to prohibit Licensee from conducting any rental car
business within Pitkin County and the Town of Basalt, except •
reportable business from the Airport as expressly permitted
herein. If Licensee proposes to conduct Transactions or
establish a Location prohibited by this Section, it shall
Pirst apply to the Direator of Aviation with a fu12 descrip-
tion of the proposed Transaction(s) and/or Location(s). The
Director of Aviation shall then determine, in his reasonable '
discretion, whether the proposed Transaction(s) or Location(s) �
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• County/AVis License and Use Aqreement
1996--2002 `
Page 10 � .
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is intended to or will divert business from the Airport �
Location, whether the proposal is otherwise in compliance with ' �. � ,
this Agreement and to what extent the proposal will impact the
Aizport Location. If the proposal is in compliance with this
Agzeement {by not being, by way of example and without limita-
tion, a diversion of business from the Airportj, the Director
of Aviation shall consent in writing to the proposal and
establish such reasonable terms, conditions and £ees as are "�.
commensurate with the proposal's impact on the Airport. - :
d. Licensee shall not knowingly or willfully divert or ' �
permit the diversion of business from its herein-licensed •
Airport Location with the intent of evading Airport regula- ,
tions, restrictions, requirements, cosCs, fees or charges.
e. Licensee shall not hold or control, directly or
indirectly, any rights or obligations in the management,
operations, premises, inventory, ownership, voting or
financing of any other Airport LLP or entity doing business
on, at or through the Airport including, expressly, any on-
Airport or Off-Airport RAC company with a iocation within
' Pitkin County or the Town vf Basalt; provided, however, that
upon full disclosure by Licensee of all such rights or
obligations, the County will consent, in its reasonable
discretion, to the existence and enforcement of such rights
and obligations that either do not affect the County's
interests hereunder in the promotion of competition and the ;;
avoidance of revenue diversion, or that are made subject to
• such reasonable terms and conditions as are necessary to
protect County�s interests. For purposes of this section,
°tLicensee" shall include all natural persons, corporations or
other business entities holding or controlling, directly or
indirectly, any rights or obligations in Licensee's manage-
ment, operations, premises, inventory, ownership, voting or
financing.
f. All revenues derived from the conduct of business
prohibited or restricted by this Section shall be includable
for purposes of percentage of gross revenue calculations and
payments pursuant to this Agreement.
10. Grievance Procedure. The parties acknowledge that it is in
the public interest and to their mutual benefit that a satisfactory .
range of rental car services be made available to the public in a
prompt, ef£icient and courteous manner. To that end, Licensee and
County sliall meet together from time to time, upon the written
request of County, for the purpose of addressing any complaints
which may have been received by County and reviewing in general the
services being furnished by Licensee from the Location. Licensee -
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County/Avis License and Use Agreement `
1996--2002 �. ,.� �
• Page 11 -
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agrees to promptly undertake such action as may be reasonable and � • '
appropriate to remedy the situation qiving rise to any such �y �,,,
complaints and/or any operational deficiencies noted by County. �
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B. FEES AND CHARGES� PAYMENT3� AND REPORTS AND AUDITS _ _
1. Fees and Charcres. The fees and charges for the occupancy and ;:,r�
use of the Location for the term of this License and Permit shall '
be due and payable, without deduction or set-off, as follows: ��'
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a. The fees for the Airline Terminal Counter/Booth/Office 1' •
space (102 sq. ft.) shall be based initially on an annual fee !�
of 33.96 per sq. ft., subject to annual increases as provided ;;
below, and shall be payable on a current basis in equal �:.�
monthly installments. G
b. The fees for paved Ready Lot Spaces (including actual
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parking spaces and a �ro rata share of entrance, exit and
circulation space) shall be based initially on an annual fee
of 0.59 per sq. ft. and shall be payable on a current basis ��
in equal monthly installments, subject to annual increases as �
provided below. (See Exhibits "B-1," "B-2" and "C"). '�
c. The fees for unpaved Storage Lot Space (including actual
parking spaces and a nro rata share of entrance, exit and
circulation space) shall be based initially on an annual fee
of 0.29 per sq. ft. payable on a current basis in equal
monthly installments, subject to annual increases as provided
below. (See Exhibits "B-2" and "C") .
d. The fees for the occupancy and use of the motor vehicle �,
fuel farm shall be set by and subject to separate agreement by
the parties hereto, plus the fuel farm supplier/operator.
e. The fees for the occupancy and use of the employee
parking spaces shall be the then-current £ee set by the
parking operator, which shall be substantially based, in the
reasonable determination of the parking operator, on a propor-
tionate user share of actual operating expenses, maintenance,
replacement and improvement reserves and repairs (except for +
damage attributable to and collected from a negligent party) 4
payable as the operator may reasonably require. �, .
f. In addition to the fees and charges set forth above,
Licensee shall pay, as compensation hereunder for the rights �
and privileges herein granted, the greater of: a Minimum �
Annual Guarantee (MAG); or a sum equal to ten percent (10$) o£ �
the Company�s annual "gross revenues" and/or "gross receipts" �-��
derived from its operations, all as defined herein.
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County/AVis License and Use Agreement �?'�''
1996--2002 ;r,'�;�.;
Page 12
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1) The Minimum Annual Guarantee (MAG) for the term of ��
this Agreement shall be 5875.000.00, to be paid monthly '.;'
in annual increments as Pollows: •
a) May '96 through April '97, 5113,000.00;
b) May '97 through April '98, 5125,000.00;
a) May �98 through April '99, 5137,000.00; ` �
d) May '99 through April '00, S151,000.00; � . -
e) May �00 through April '01, S166,000.00;
f) May 'ol through April '02, 5183,000.00;
g) For purposes of this Agreement, an "operations
year'� for the Minimum Annual Guarantee shall be May
1 through April 3o annually.
2) The Minimum Annual Guarantee payments or percentage
of qross receipts payments shall be calculated as fol-
- lows: on or before the 20th day of the second and each
successive month of the term of this Agreement and the
first month after the expiration or termination of this
Agreement, the Company shall pay to the County an amount
which, when added to any previous payments for prior {
months of the current operations year of the Agreement,
shall be equal to the greater of either one-twelfth
(1/12th) of the current Minimum Annual Guarantee times
the humber of months elapsed in the then-current opera-
tions year, or ten percent (10�) of accumulative gross
revenues through the then-current operations year to the
end of the preceding tnonth. The Company agrees it will
by the 20th day of each month with such payment submit a
statement showing the Company's gross revenue or gross
receipts for the preceding month, said statement to be in
form approved or required by the Airport Manager and the
County�s Finance Director and signed and certified to be
complete and accurate by an employee of the Company
authorized to make such a certification.
3) Immediately upon the Company's receipt of revenues •
from its activities hereunder, such funds representing '
the Minimum Annual Guarantee amounts or percentage fees,
and other fees and charges payable to the County under
the terms of this Agreement, shall be vested in and
become the property of the County and the Company shall
hold and be responsible for said funds as a Trustee �
thereof until the same are delivered to the County.
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County/Avis License and Use Aqreement Gy,;:,..,;-
' 1996--2002
Page 13
' :::`
g. Definitiohs for the purposes of this Agreement, including z,
the calculation of "gross revenues�� and "gross receipts�� •
percentage payments, shall be as follows: �'..;�
1) "Rental car" or "motor vehicle�� sha11 mean motor
vehicles designed primariZy for the carriage of pas-
sengers and cammonly classified as sedans, coupes, con-
vertibles, station wagons, sport utility vehicles, four-
wheel drive vehicles, passenger vans or minz-vans, •
r
"Suburban"-type vehicles, and pick-up trucks rated one- -
ton or less. Licensee shall not park, store on or lease '
fzom the Location any vehicles except motor vehicles as � �
defined herein that it owns or leases and are properly •
available for rental as provided herein; except for bona
fide employee vehicles parked in the employee lot.
2) "Location" shall meah a place: where motor vehicles
owned or leased by Licensee are parked, stored,
delivered, fueled, washed or maintained; or, where Liaen-
see's employees or officials are present to conduct a
transaction(s) relatinq to Licensee's business and/or do
_ transact such business; or, where Licensee's logo is dis-
played; or, that is advertised Por such tzansactions; or,
that is equipped for such transactions with, without
limitation, a computer terminal/printer, credit card
imprinter, or business telephone, FAX or telex; or, where
a rental car transaction is conducted. The subject of
this Agreement is the "Airport Location." �_
� 3) "Transaction" shall mean: the receipt/storage of a
reservation by or for a customer of a rental car; or, the
preparation, offerinq or delivery of a contract for the
rental of a motor vehicle; or, the arrangement for pay-
ment or payment (by cash or credit transaction) for such
rental; or, the delivery of a motor vehicle for rental to
a customer or the return thereof by the customer.
4) "Equitable Adjustment" sha11 mean a temporary or
permanent adjustment in the revenue and/or the expense
structure of this Lioense that is negotiated by the
parties hereto in response to some future change in
circumstances specified herein. An Equitable Adjustment
may provide for a net increase or decrease in the fees or
charges or non-monetary ob2igations. An Equitable
Adjustment shall be the minimum adjustment that is
commercially reasonable under the circumstances.
5) ��Gross revenues" or "gross receipts" shall mean all
amounts received by Licensee, or which Licensee is
entitled to receive, for the rental of motor vehicles
from transactions on, from or through the Airport � _
Location or to persons who have deplaned at the Airport �
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. County/Avis License and Use Agreement � " }'�;;,•.
1996--2002 � �-
Page 14
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and for all other services and activities performed by �`�' .,-�
Licensee in, at, upon, from or through the Airport in •
connection with its rental car concession and service
area operating privileges on the Airport including,
without limitation, daily fees, mileage charges and all
revenue not specifically excluded herein. Gross revenues "
or gross receipts to the Licensee shall be deemed
received at the time the sales, lease or service "�?'"
transaction occurs giving rise to Licensee's right to .
collect said monies, regardless of whether said _ -
transaction was conducted in person, by telephone, by � .
wire (FAX, telex, etc.), by mail or by any other method
of information transmission, whether the transaction was
for cash or credit, and if for credit, regardless of
whether the Licensee ultimately collects the monies owed
for said transaction from the customer involved. Any
gross revenues or gross receipts included in the formula
for determining percentage fees owed the County and +•,•
t.
determined by Licensee at a later date to be uncollect-
ible shall not offset future percentage fees owed the �'
County. If the initial rental car contract entered into A
- between Licensee and a rental car customer is subse- i
quently amended, solely because the customer's actual
time and mileage usage of the rental car vehicle differs
from the usage contemplated by the original contract, and
the charges to be paid by the customer are therefore
different from the charges contemplated by the original
contract, the percentage of gross revenues that the
County is entitled as fees hereunder shall be based upon
� the gross revenues that the Licensee actually receives or
is entitled to receive, under the amended rental car
contract with its customer. ,: .
Gross revenues or gross receipts shall not include: �
a) Federal, state or municipal sales taxes `•
separately stated and collected from customers;
b) Amounts Licensee receives, or is entitled to ,
receive, for refueling motor vehicles owned or �
leased by it;
c) Amounts Licensee receives, or is entitled to ' '
receive, for charges for insurance coverage,
including but not limited to, personal accident �;
insurance, personal effects insurance and collision �
damage waiver charges;
d) Amounts Licensee receives, or is entitled to �
receive, for the sale, disposition, loss, conver- -
sion, or abandonment of Licensee's used motor �' �
vehicles and other equipment, personal property,
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County/Avis License and Use Aqreement � �',��:;`'
� 199G--2002 �, ' `' �..
Page 15
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and trade fixtures not in the normal course of the . ':
commercial rental car business permitted hereunder; :.'r.' -
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e) Amounts which Licensee receives, or is ,
entitled to receive, for the repair of damages to
its motor vehicles;
dr-.`:
f) Amounts received for incidental services
(drop-off fees, inter-city fees, ski racks, baby "r
seats, special tires), so long as the fee to the
customer for such services is reported to the � . -
County and bears a reasonable relationship, in the .
reasonable discretion of the County, to the cost of
providing the services; and
g) Amounts Licensee identifies as point-of-sale
discou»ts, refunds or customer service adjustments,
as long as such discounts, refunds and adjustments �
are identified on indivi.dual contracts and are part `•,•
of a written Licensee business policy for such
discounts, refunds or customer service adjustments, � .
_ which policy is approved in advance by the County. e
4
All revenues excluded under this paragraph shall be %
reported to the County and subject to verification and �
audit as provided herein. {
h. The fees for booth and counter space, and ready lot and � `
storage lot space may be increased by Notice no more often
- than annually in common with other users of Licensee's
classification. The percentage of such increase shall be no
greater than the percentage increase in CPI-U.S. Urban-All
Items, or equivalent broad, most=general, nationally-based �
inflation-index figure published by the U.S. Government k
accrued since the next previous setting or increase. �
i. If, during the term of this Agreement, additional areas, <
facilities or locations are made available by or permitted by
Pitkin County for occupancy and use by Licensee, Licensee and
County shall entez into good faith negotiations for the
commercially reasonable fees or charges to be paid by Licensee
prior to such additional use and occupancy.
2. Pavments/Security. The payments of the fees and charges '
required above and the security for those payments and for other
obligations of Licensee under this Agreement shall be made and I
delivered as follows:
a. The monthly installments of fees and charges as provided `
above, shall be due and payable on a current basis on the
twentieth (2oth) day of each calendar month during the license �
term. The monthly payments oP Minimum Annual Guarantee I
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County/Avis License and Use Agreement I,r'�� `
1996--2002 '
� Page 1G
�
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amounts or percentage fees herein shall be due and payable in •
arrears on the twentieth (2oth) day of each calendar month '�.;�, ,
during the license term (and for the first month after the �.
expiration of Che term) £or the gross revenues or gross
receipts accrued in the next preceding month. If the 20th day
of the month is a Saturday, Sunday or County legal holiday,
that payment shall be due on the next succeedinct business day.
All payments hereunder shall be considered delinquent if not -�
received by the last business day of the month due. If the
last business day of the month is a Saturday, Sunday or County
legal holiday, that payment shall be delinquent if not re- •
ceived on the next �recedina business day.
All payments shall be made in the office of the Treasurer, 506 ;
East Main Street, Aspen, Colorado, 81611, with a simultaneous
copy to the Director of Aviation. All delinquent payments
shall each accrue default interest on any unpaid and delin-
quen� balance on the first day of every month so delinquent at �
the rate of two percent (2�) on the unpaid balance, compounded :
monthly; default interest sha11 be due and payable without de- i
mand with the next regular payment due. Amounts received
shall be credited first to accrued interest and then to
accrued and current payments due.
b. Promptly after execution of this Agreement, Licensee
shall deliver to County (and thereafter maintain current for ;,,
the entire term of this Agreement) an instrument of perfor-
mance and payment security in a form satisfactory to County,
in its sole discretion, in the amount of one-half (1/2) of the
� Licensee's Minimum Annual Guarantee hereunder, in order to
secure the performance of all of Licensee�s obligations under
this Agreement including, without limitation, the payment of
the Minimum Annual Guarantee, percentage fees and other fees,
charges and costs as provided in this Agreement.
c. Simultaneously with execution and delivery of this Agree-
ment, Licensee shall deliver to County a cash security deposit
against its obligations hereunder of $1,000.00, which will be
subject to return, without interest thereon, Within sixty (60)
days of expiration or termination of this License, in the same
manner and under the same restrictions as provided by law for
the return of commercial lease security deposits. This ,
requirement may be waived in writing by the County, in its
sole discretion, in License extensions or renewals for Licen-
sees with satisfactory payment or performance histories.
d. In the event of any delinquent fees or charges hereunder, .
and to the extent thereof, including late charges and inter-
est, the Airport shall be entitled to a lien for such amounts
on Licensee's trede fixtures, furniture, equipment and inven- '
tory in use at or located at the Airport. �
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County/Avis License and Use Agreement �'� r
. 1996--2002
Page 17 �
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3. Licensee Reports/Books and Records; County�s Riaht to Audit. ti•
The rights and obligations of the parties with respect to Licen- �
see's reports and books of account are as follows: '_
a. Licensee shall file the following reports:
1) At the same time that Licensee is obligated to pay
its monthly Minimum Annual Guarantee fee or percentage of
gross receipts herein, Licensee shall provide the ''7.
Director of Aviation with an itemized statement showing ,
the gross amount of revenues or receipts Licensee enjoyed .
during the preceding calendar month, broken down by gross
revenues derived from: (a) the time and mileage arising '
from the rental of motor vehicles or other includable �
revenue; and (bj revenues from other reportable and/or
excludable business that occurred Prom the Airport `
Location during said month. Said statement 'shall be
signed and certified as complete and correct by an
official of Licensee authorized to so certify. r
2) At the beginning of this term and promptly updated
as often as such forms are changed by Licensee, a sample
copy of all Licensee's rental contract form(s) in use.
- 3) Within ninety (90) days after the end of every
operations year, and at the expiration of the License
term and prior to the assignment of Licensee's rights
hereunder, Licensee, at its expense, shall have prepared
and filed with the County, Financial Statements from and
relating to this Location, which certain statements shall F::� '
be audited and reported by an independent Colorado- '
licensed C.P.A. (or a state-licensed C.P.A. acceptable to
the County in its reasonable discretion) and shall •
include statements of revenues and gross receipts
reportable, includable and excludable under this Agree-
ment. Said Financial Statements, audits and audit
reports shall be completed and certified by the accoun-
tants and auditors to be in accordance with generally
accepted accounting and auditing principles.
b. Licensee shall maintain full and accurate books of
account and records from which "gross revenue" and "gross re-
ceipts," as defined herein, the amount and nature of all
business transacted on or though the Airport Location and the
amount of percentage rental owed the County hereunder, can be
determined and verified, according to standard and accepted
accounting and auditing practices. The books of account and
records that Licensee must maintain must include, but need not
be limited to, legible, true and accurate copies of all
written and electronic records and reports kept in the normal
course of Licensee�s business including, without limitation, �
all motor vehicle rental contracts and cancelled contract �.
forms, sales slips, cash register tapes, credit card invoices, ' -
monthly sales tax returns, sales and disbursement journals, ; i
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County/Avis License and Use Agreement rf,, .
1996--2002
Page 18 '
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general ledgers, bank statements, bank books, bank deposit y'�� r
slips, annual federal income tax returns, state sales tax ' �'
returns and all Airport-related revenue reports submitted by ' `
Licensee to its franchisor and all computer and/or microfilm �
or microfiche reproductions of the above. These books and
records shall be maintained on a current basis and shall be -
stored for a period of at least thirty-six (36) months from •
the end of each monthly period, or for such longer period of � ' �
time as County reasonably may direct in writing. If such �k.�
records are not stored within Pitkin County, it shall be :�. ,. -
Licensee's responsibility, at its expense, to promptly raake .
such records, upon request, available to County, or its
representatives, in a time, manner and format to the
satisfaction of the County, in its reasonable discretion. r':� .
c. Licensee's financial recordkeeping and reporting system '�'�
for all business conducted on or through the Airport Location
or subject to this Agreement shall include, without limita- ��
i, J•
tion, the following: �;
���
1) Complete, accurate and legible copies of all motor h�
vehicle renta2 contracts (including cancelled and spoiled
" contract forms), which contracts shall be pre-printed �
with consecutive numbers.
2) Adequate financial controls, under generally accept-
ed accounting principles and auditing standards, to en- °{'
sure complete and accurate recording and reporting of all
revenues, including commissionable revenues.
3) Daily or weekly reports identifying all motor
vehicles (by vehicle make, model and license number),
stored on, available for rental or rented on or through
the Airport Location for those periods throughout the i
term of this Agreement.
4) Any other document or procedure which, in the
reasonable discretion of the County, is necessary or
useful to determine or verify Licensee�s obligations
hereunder. Such new documents or procedures shall be
used or instituted a reasonable time after written notice '
thereof has been sent by the County to Licensee. �
d. The County, annually, at the end of the term herein and
upon a request by Licensee of assignment of its rights here- �
under, unless expressly waived by the county, may conduct
audits of Licensee's books of account and records, which �.�
audits shall be conducted upon reasonable notice to Licensee
and during Licensee's normal weekday business hours. For
purposes of this License and Use Agreement, the annual audit ';� ' -
period shall be deemed to commence on May 1 of each year of .,;F- i
the Agreement and to conclude on April 30 of the ensuing year. '
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County/Avis License and Use Agreement '
1996--2002
Page 19 ;�;
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In performing said audits, County shall be entitled to review, 'r'�.�Y
and Licensee shall be obligated promptly to provide to the
County upon demand therefor, all of the books of account and �:�..
records that Licensee is obligated to maintain pursuant
hereto, as well as other records, documents and files in
Licensee's possession, custody or control during the term
hereof that the County, or its auditor, determine, in their , �
sole discretion, are useful, relevant or necessary to deter- r
mine or verify the correct amount of reportable, includable k '
��4
and excludable revenues and gross receipts enjoyed by Licen- • '
see, and the correct amount of percentage rental owed by _ •
Licensee to the County, for the period involved. Should
Licensee fail to maintain the books of account and records
required to be maintained pursuant hereto, or should Licensee
fail to deliver and enable County or its auditor to review j;~`
Licensee's books and records, and other documents and files, �
as required by this subparagraph, said default is agreed by � '
the parties to be a material breach of this Licensee Agreement �•
and Licensee shall pay, as liquidated damages for such breach, ��;�
an additional amount equal to fifty (500) percent of the
verifiable costs, fees, payments and charges due from Licensee i!!
hereunder for the period in question; provided, however, that �.
Licensee shall only pay these damages for failure to keep
required records if such requirements are reasonable in light
of Licensee�s business practices (as such practices may be
modified by a County request hereunder) and generally accepted
accounting principles and auditing standards.
If any audit shows percentage compensation and other fees and
- charges that should have been paid to the County by the Licen-
see pursuant to this Agreement were understated or underpaid
for any period involved (including, expressly, revenues from
prohibited or unpermitted transactions, locations or diverted
business), Licensee shall, within thirty (30) days notice by
County of any such deficiency, pay to the County the full
amount underpaid, plus two percent (20) interest per month,
calculated as provided above, on such underpayment from the
time said underpayment should have been paid to the time said
underpayment is fully paid. If the amount of underpayment
exceeds exactly two (2.0$) percent of the total percentage ,
compensation that was owed by Licensee to the County for the
period involved, Licensee, in addition to paying the County :�� _
the underpayment owed and interest accrued thereon, shall
within thirty (30) days� notice by County reimburse the County ,
for the cost of the audit not to exceed Fifteen Hundred �
Dollars ($1,500.00) . If the audit discloses overpayment of ''i�
the percentage compensation paid to the County by Licensee, ��
the County shall refund the amount of overpayment to Licensee .
within thirty (30) days of said audit. ,-
�� �
The County shall hold all information obtained from any such �
audit in confidence, except as may be necessary to enforce the ��'.,
:
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County/Avis License and Use Agreement � �
' 1996--2002 �":;:-�'-''''
,.:
Page 20
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County's rights under this Agreement, except with respect to ' �
tax proceedings, and except with respect to any legal require- -'��'..;
ments or Court Order to disclose said information.
i:�`
e. One Hundred Eighty (180) days after Licensee's annual
audit report has been received by the County or, whichever is _
later, the date all supplemental documents requested by the
County have been received by the County, the County shall ;
release Licensee from any liability for underreporting or ' r
underpayment hereunder, unless the County shall have given �•�
written notice, within that period, of any questions, �`. -
objections or exceptions to the statement or any claims for �.. •
inadequate or deficient reporting or payment. Once such �.
notice is given, the parties shall expeditiously and in good '
faith cooperate to resolve the matters contained in the ; •
notice(s) . !
i
f. Prior to any assignment, conveyance or transfer by
Licensee of this License or any rights or obligations here- ,�
under requiring approval of the County as required below, the
County shall be entitled to an audit as defined hereinabove at ��,
the sole expense of the Licensee. �•�
' :i
,•
C. GENERAL PROVIBIONS
d
1. Coordination with other AirAOrt Users. County and Licensee
acknowledge that each has rights and obligations arising from
various third-party agreements with other Airport users. County
- 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 conflict with the rights and obligations of the various parties
hereunder. County and Licensee acknowledge their respective
obligations as signatories under the following agreements:
a. Those certain on-Airport RAC License and Use Aqreements,
variously dated, between the County and Avis, Budget, Eagle,
Hertz and Thrifty. �
�
b. That certain Lease and Use Agreement between the Couhty i�
and United Express and similar lease or license agreements
between the County and other Airlines and any operating I� ,
agreements entered into from time to time between and among r
the County and/or the Airport's Airlines. I
I
c. Those certain Lease and Use and Redevelopment Agreements i'
between the County and Aspen Base Operation, Inc., the t.: ,.
Airport's full-service fixed-base operator. �y -
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County/Avis License and Use Agreement �,'' ' .
� 1996--2002 : �' '
Page 21
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d. That certain operating Agreement between the County and ;,..�;
Western Petroleum for the operation of the present motor ' � .
vehicle fuel farm.
i
e. Those certain agreements for off-Airport entered into
from time to time between the County and the various off- -
Airport rental car companies.
4�.e.��:X'
f. Those certain License and Use Agreements and Operating +
Permits between the County and the Airport's various [ � .
!-
specialized fixed-base operators. f .
i.
i
g. That certain agreement for paid parking services between i
Pitkin County and APCOA, Inc. !
i
h. Those certain agreements for commercial ground transpor- �
tation including taxis, limousines and buses.
i. Such further and other agreements as the County may amend � '�
or enter into from time to time in the normal operation of the �I',.
Airport; provided that Licensee shall, upon request, be j;�
provided with copies of any agreements that are connected to
this obliqation to cooperate, as set forth herein. i
2. Off-Airport Rental Car OPerators. The County reserves the
right, but shall not be obligated, to permit other rental car
companies, with whom the Airport has not executed On-Airport
License and Use Agreements, to enter upon the Airport in general,
and the Airline Terminal in particular, to pick up and drop off
customers, to purchase advertising space on the Airport and within
the Airline Terminal, and to establish a courtesy phone system on
the Airport and within the Airline Terminal, all subject to fees ;
and charges in common with other users of that classification. -'
3. Compliance with Apolicable Laws and ReQUlations. In connec- �
tion with its occupancy and use of the Location and the conduct of
its operation thereon, the Licensee shall:
a. Comply with all applicable laws, rules and regulations of � '
the United States of America, the State of Colorado and the
County of Pitkin and any and all departments and agencies �+
thereof, as the same may now exist or may be hereafter
promulgated or amended from time to time. �� -
Licensee acknowledges that Pitkin County has the continuing ��.
authority to enact qeneral legislation pursuant to its power ��,
to protect the health, welfare and safety of its citizens, as
well as the continuing authority, in its executive capacity, �; •
to enact Airport regulations. Present applicable Airport
regulations are as follows: ' '-
�:• i
1) Airport Regulations, Title IV, Pitkin County Code;
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County/Avis License and Use Agreement ' .
1996--2002 ' �'
Page 22 I' -
t�',� ;
1�
2) Airport Operations Plan and Emergency Plan; y'•".;'
3) Airport Security Plan; � �
;.
4) Off-Airport Rental Car Regulations;
5) Ground Transportation Regulations; '
.,:�.. :
6) Commercial traffic loop and public traffic patterns ����
and regulations, as they may be amended from time to }�. - •
time; � .
t `
7) Motor Vehicle Fuel Farm Rules and Regulations; ��'
t` ..
8) Car Wash Facility Rules and Regulations;
i
9) Airport Minimum Standards for Commercial Aeronauti- i '
cal Activities; ' �,�
10) Airport Financial Policy (Resolution 87-56-A). !'�
.�
. b. Comply with the notification and review requirements of �
Part 77 of the Federal Aviation Regulations in the event any !
future structure or building is planned for the Location, or `
in the event of any planned modification or alteration of any
present or future structure or building situated on the
Location.
c. 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
Part 21 of the Regulations of the Office of the Secretary of
Transportation, and shall comply with the letter and spirit of ,y
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. �
d. With respect to the parking regulations of the City of �
Aspen and the Town of Snowmass Village, Licensee agrees: ; "
1) To distribute with each rental car contract an ��
official parking information brochure that is published `i`
and provided free of charge to Licensee by the City of
Aspen and/or the Town of Snowmass Village. �}.j ,
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2) That, pursuant to Section 42-4-1110, C.R.S. 1973, as �'�
amended, a "reasonable time" within which for the Licen- T�' �
see to furnish to the City and Town the name and address
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County/Avis License and Use Agreement �-
199G--2002 :
Page 23 � `- :
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of the person who had custody of the vehicle at the time � �
of the vio2atfon, shall be deemed to be thirty (30) days. �.��, ,
As a condition precedent to the enforcement of this
interpretation, the City and the Town will be required to
make every effort to provide notification to the Licensee
of any violation as soon as practical after the date of ''.
the violation. f `�
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e. Pay all business/personal property taxes assessed against
Licensee's personal property situatett upon the Location and
all other taxes lawfully assessed against Licensee by reason � ' '
of Licensee's use and occupancy of the Location in the conduct •
of Licensee's business thereon.
f. Comply with the rules and practices as set forth in the '
current Pitkin County Airport Security Plan as amended from
time to time. Any fines assessed against County hy the FAA as
a result of the Licensee's failure to comply with the provi-
sions of this paragraph or other intentional or negligent acts !'
or omissions of Licensee, its employees or agents will be paid
- promptly upon demand to the County by the Licensee.
4. Environmental Oualitv Improvement Plan (EOIP). Pitkin
County�s stated goal is to plan for the reduction and continually
reduce environmental degradation caused by the Airport�s rental car
operators in all areas including, without limitation, pollution by
CO, COZ, CFCs, particulates, other internal combustion engine ,.
, emissions, traffic congestion, gasoline consumption and fillage
fumes, and car wash waste water.
It is the express intention of the County that all County lessees,
licensees and permittees (LLPs), including specifically the Airport
rental car operators, strictly comply with all environmentaZ rules
and regulations and be sensitive to all present and future environ-
mental issues. The County gives notice that environmental compli-
ance and sensitivity to environmental issues are and will be sub-
stantial factors in future perfoz-mance reviews and procurements.
Licensee acknowledges that the County considers the following EQIP
to be a material element of this Agreement and a breach of obliga-
tions thereunder to be a material breach.
Until April 30, 2002, Licensee shall diligently accomplish and/or ,
comply with an Airport Environmental Quality Improvement Plan
(EQIP) as follows:
a. Promptly after the execution of this Agreement, Licensee
agrees to institute the following on-Airport operational prac-
tices: -
1) Licensee shall maintain on or rent from this Loca- r
tion only current model year or next prior model year
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County/Avis License and Use Agreement
. 1996--2002 : �,° �'
Page 24 '
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vehicles. Such cars shall be certified for high altitude �
operation when placed into service and thereafter certi- � �'•
fied as otherwise provided by federal, state or local
2aw. All maintenance shall be performed on the cars when
and as recommended by the manufacturers.
2) No cars in control of Licensees' employees during i✓,�
all of its operations, including washing, fueling and �':r�
moving, shall be permitted to idle for longer than one
minute, but shall instead be turned off and restarted.
3) During fueling operations, Licensees� employees '
shall take precautions to avoid spills, especially
arising from "topping off." Fuel with emissions-
reduction additives shall be used as soon as generally
available.
4) In washing operations, Licensees shall use only �J,
biodegradable detergent or no detergent. �.
5) During fueling and/or washing operations, Licensees� �
employees shall regularly check tire pressures and, if �
- pressures are inadequate, shall inflate the tires to the �
proper pressure. �
6) Chloroflourocarbons (CFCs) . �
t .�
a) Licensees shall purchase and place into
service at this Location vehicles with no-CFC or
. reduced-CFC air conditioning promptly during the
first model year such vehicles are available from
their respective manufacturers for fleet purchases °
and thereafter as available. �`
b) All repairs to air conditioning systems shall �
be done on certified recovery systems by certified i
mechanics. i
c) No aerosol products are to be used in opera- '
tions and maintenance. i
d) Licensees shall be permitted at their booths
to advertise availability of non-CFC or reduced-CFC � -
cars, in signs approved by the County hereunder.
7) During all operations, Licensees shall recycle all �
hazardous materials, as provided by law or regulation, •
and shall maintain and use recycling bins at wash and/or
fueling facilities. �
b. Promptly after the execution of this Agreement, Licensee � i
agrees to institute the following informational actions:
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County/Avis License and Use Agreement ,:;�;`�r;.
' 1996--2002 �
Page 25
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1) Licensees shall issue instructions on the foregoing
operational requirements to employees, in English and
Spanish.
2) Licensees shall be required at their counter/booths
to provide standardized auto pollution information to
Customers, in signs approved by the County hereunder.
5. Airport Master Plan and Terminal Ground Traffic Proiect. In
furtherance of the Reserved Rights of County hereunder, set out in
Section A.5., above, the parties agree as follows: '
a. Licensee acknowledges that the County has adopted an
Airport FAA Master Plan (and supporting Capital Improvement
Plan) that provides for the planning, design and construction
of a project to reconfigure all motor vehicle ground traffic
access, circulation, staging and parking at and around the
Airline Terminal.
Such project, which the County advises is very likely to take
place within this License term, will include changes to the
public and commercial traffic circles and the paid parking
' area size and configuration, and may include changes to
Licensee's Location, including the size and location of the
rental car ready lot and storage lots.
Licensee, along with other On-Airport RAC operators and
affected Airport LLPS, will be provided reasonable opportunity
for comment at the planning and design stages of such Project.
Licensee shall cooperate with the County and its representa-
tives in the planning, design, construction and implementation
of said Project.
Claims by Licensee against the County as a result of such
Project shall be limited solely to unreasonable interference
with its business activities caused by construction and
implementation of such Project or, in the event of an actual
reduction in the number of Licensee's ready lot spaces caused
by such Project, a pro-rata reduction in fees for those spaces
and MAG.
b. County reserves the right to develop and implement or
permit a public mass transportation plan on the Airport,
including, without limitation, the following elements: instal-
lation and/or designation of a transit right-of-way(s) upon
the Location, without compensation to Licensee, provided said
right-of-way does not substantially interfere with Licensee's
operations; and cooperation with public or private mass-
transit operations including, without limitation, the Roaring
Fork Transit Agency or proposed tramway development. ' _
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County/Avis License and Use Agreement ;;�^`'.�. ';:`�::•
1996--2002 ..
Page 26
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6. Modifications Alterations and Imarovements. The Location may y.:�; ._:
be modified, altered or improved by the parties under the following �
procedures, terms and conditions:
;:,
a. By Licensee: Licensee shall make no modifications,
alterations or improvements to the Location or to the ��.':,..
buildings and other structures situated thereon without the
prior written consent of County and upon such terms and � .r.
conditions as County shall require, in its sole discretion. •� ;
Any improvements and alterations to the Location and to the f � �
buildings thereon with respect to which County has given its '
written consent, shall be done at Licensee's sole cost and j;
expense and Licensee shall not cause or permit any statutory �-
claims or liens to be filed against the Location or against �,,�
the buildings or other improvements thereon by reason thereof t
and hereby does indemnify the County against all costs and !�
liabilities arising from such claims or liens filed as a ' �
result of Licensee's activities. ��y�
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Any such improvements or alterations to the Location made by
_ Licensee shall become the property of the County upon the �
termination of the License and shall be surrendered with the :j
Location and as a part thereof, unless otherwise agreed upon ,`
in writing between the County and the Licensee.
b. By County: The County may make modifications, alter-
ations or improvements to the Location, after reasonable
notice to and comment from Licensee, if such modifications,
alterations or improvements do not result in permanent
unreasonable interference with the conduct of Licensee's
business thereon and therefrom.
7. �Ttilities. County shall, at no additional cost to Licensee,
provide common heat, water, trash removal from areas open to the
public, lighting and ventilation in connection with the Licens2e's
booth and counter in the Airline Terminal. All other utility
services and charges, including telephones, shall be provided by
Licensee at its own cost. Licensee shall permit no liens or claims E`
against the Location arising from unpaid or disputed utility bills
and hereby does indemnify the County from costs or liabi2ities ;
arising therefrom. If, during this License term, the Airport is .
required to increase its water, sewer, gas or electric service and o •
such increase requires a capital contribution from the Airport,
Licensee, if it consumes the increased utility, agrees to pay a
pro-rated, reasonably-amortized portion of said increase, which [
amount will be set by agreement or binding arbitration. •
i
8. Maintenance and Repair. With respect to the maintenance and �
repaix of the Airport Airline Terminal and area, including the RAC
Locations, the County and the Licensee shall have the following +, j
obligations:
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( '?`, .;c;
199G--2002 �:
Page 27 �^
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a. County shall, at County�s own expense, keep the structure 1•
and exterior of the Airline Terminal and the interior common ,-�.� .
areas in good condition and repair, � '•.
b. Licensee shall, at Licensee's own expense, maintain the
remainder of the Location, inc2uding the interior of the
buildings and any structures or facilities used by Licensee,
in good repair in a picked-up, neat, orderly and safe
condition and in accordance with first-class maintenance ':r �
practices and in common with other users of Licensee's .
classification. ' _
c. Licensee shall not cause nor, when advised thereof by the '
County, permit any dangerous or hazardous condition or
nuisance to exist related to the use and occupancy granted ,
herein.
9. Snow Removal. With respect to the maintenance and repair of
the Airport Airline Terminal and area, including the RAC Locations,
the County and the Licensee shall have the following obligations: ��
a. County shall, at County's own expense, and subject and
� secondary to County's obligation to maintain clear public
airfield facilities and runways on the Airport, remove the
snow from those areas of the Location which are open to public
use and which are utilized for the passage, parking and
storage of motor vehicles in the same manner, sequence and
extent as county performs snow removal on portions of the >��
Airport in general; provided, that County shall not be �
� required to move or relocate parked vehicles to accomp2ish
such snow removal.
b. Licensee shall, at the direction of the County, move or
relocate its vehicles to assist County in County's snow
removal obligations set forth above. Licensee sha1Z further,
at Licensee's own expense, effect the snow removal in all
other portions of the Location, including the removal of snow
under and about the parked vehicles, the buildings, the
walkways, and the other portions of the Location which cannot
readily be serviced by the County�s then-existing general snow
removal equipment,
10. Licensee's Personal Pronertv/Trademarks. All personal proper-
ty, equipment, furnishings, decorations and trade fixtures placed �
upon the Location by Licensee sha1Z be at Licensee's sole risk, and
County shall not be liable for damage to or loss of such personal
property or trade fixtures arising from the acts or omissions of
any persons or from any causes whatsoever, except from the acts or
omissions of County, its agents and employees.
Licensee represehts that it is (and will be for the entire term
hezeof) the owner of or fully authorized to use any and all i
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County/Avis License and Use Agreement �_ �
`•;.
1996--2002
Page 2 S .,
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services, processes, machines, articles, tradenames, trademarks, �.
logos 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 represen-
tatives free and harmless of and from any loss, liability, expense,
suit, demand or claim for damages in connection with any actual or
alleged infringement of any patent, trademark or copyright arising �
from any alleged or actual unfair competition or other similar �
claim arising out of the operations of Licensee under or in any way
connected with this Agreement. `
11. Substitution of Pitkin Countv Airnort Facilities. County may
build or provide, or cause to be built or provided, substitute
facilities at the Airport. In the event of the construction and �
occupancy of new or substitute facilities at the Airport during the
term of this Agreement, the following shall apply:
a. County agrees to set aside booth and counter space, ready
lot and storage lot spaces for use of Licensee.
�
1) Licensee agrees to relocate operations from the
. Location to the new or substituted facilities at its own
expense and to thereafter conduct its operations there-
from. The new or substituted facilities shall be com-
parable to the previous facilities or better in terms of
size, location and finish, all in the reasonable discre- '
tion of the County.
2) Upon such relocation, County shall have the right to
demolish or use the existing Airline terminal building or
other buildings or facilities located on the Location as
it sees fit.
3) The fees provided for in this License shall be
subject to Equitable Adjustment to reflect the substitu-
tion of space for the existing terminal building and
facilities located on the Location. In the event County
and Licensee are unable to agree to such adjustment, then
such adjustment shall be determined by a qualified real
estate appraiser selected by the mutual agreement of
County and Licensee, with the appraisal costs to be
shared equally by them. ,
4) Except as modified by the substitution of facilities ,
and the fee adjustment as provided for herein, this
License shall continue in full force and effect without
change or modification until the expiration or termina- �
tion of the license term.
b. If, in the opinion of County, the Location shall be �
wholly or partially required for other operations of the
Airport or if the use of the Location should be changed or
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County/AVis License and Use Agreement � .:����
199G--2002 ?'?
Page 29 �::1 '
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abated by reason of other operations of the Airport, then the ' , ~;
following shall apply: :.�.� ��
1) County shall substitute for the Location another " `
area at the Airport of equivalent size and with com- ��
parable facilities and shall, at County�s expettse,
provide thereon facilities reasonably comparable to the
facilities existing on the Location, including, but not
by way of limitation, the buildings, structures, paved ' 'r
areas, vehicle parking areas, utilities, and other k��
improvements, either by the relocation of the existing zi� ..
facilities and/or by the construction of new facilities. 's' .
2) Licensee agrees to accept such other area at the
Airport and the facilities to be provided thereon by
County in substitution for the Location and agrees to
promptly relocate its operations to such other area at ��
its expense. �; •
,
3) County shall schedule the preparation of such ,
substituted area and sha1Z effect such substitution and ��
relocation of the Licensee's operations in such manner as �,�
shall not result in the unreasonable interruption of the
conduct of Licensee's operations. '
12. Destruction of Buildinqs and Other Improvements. If the
bui.ldings and other improvements upon the Location shall be
rendered untenantable by fire or other casualty, County shall, at
County's cost (subject to and secondary to Licensee's obligation,
if any, to provide fire and casualty insurance for the Locatfon, as
provided below), restore and repair the same to tenantable condi-
tion as speedily as possible and the fees and charges for the
occupancy of the untenantable space shall be abated, in whole or in � .
pazt, during the period of such restoration and repair according to
the porfiion of the buildings or other improvements so rendered 1
untenantable; except that there shall be no abatement of rent if -
such £ire or other casualty shall be caused by the intentional aCts
or negligent acts or omissions of Licensee, its agents, employees,
invitees or licensees.
Notwithstanding the foregoinq, County shall not be obligated to �
expend 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. If such �; "
insurance proceeds are insufficient to pay in full the costs of
such restoration and repair, County shall not be obligated to ��
undertake such restoration and repair unless Licensee shall agree {'f�
to contribute to the costs of such restoration and repair in an k�.
amount equal to such deficiency. f`;>
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County/Avis License and Use Agreement '� 3; 'r;:'.
1996--2002 - '
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Page 30
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13. Indemnitv and Insurance. The rights and obligations of the .�
parties with respect to the indemnities and the provisions of '_
insurance are as follows:
a. The Licensee, (including, by definition here and herein-
below, the Licensee�s employees, officers, agents, represen-
tatives, contractors and invitees) shall release, discharge,
indemnify and hold harmless the County of Pitkin and its ;r.'
officials, 'employees, agents and representatives from and ,
against liability for any claim, demand, loss, damages, penal- � .
ty, judgment, expenses, costs (including costs of investiga-
tion and defense), fees (including reasonable attorney and '
expert witness fees) or compensation in any form or kind what- ,
soever for any bodily injury, death, personal injury or
property damage arising out of or in connection with any �
intentional act or negligent act, error or omission by the
Licensee, or for 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 property
damage arising from the negligence or intentional acts of the
_ County or its employees.
b. The Licensee further shall investigate, process, respond
to, adjust, provide defense for and defend, pay or settle all
claims, demands, or lawsuits related to its acts, errors and
omissions hereunder at its sole expense and shall bear all `s=
other costs and expenses related thereto, even if the claim,
demand or lawsuit is groundless, false or fraudulent.
c. To fund this indemnity, in whole or in part, the Licensee
shall secure and maintain for the term of its contractual
relationship with the County such insurance policies, from
companies licensed in the State of Colorado, as will protect
itself, the County (with the County named as additional
insured), and others as specified, from claims for bodily
injuries, death, personal injury or property damage, which may
arise out of or 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:
1) Statutory Worker's Compensation -- Colorado stat- •
utory minimums
2) Commercial General Liability -- Policy Limits: Bodi-
ly Injury/Property Damage Combined Single Limit of
S1,000,000; Deductible: No greater than $1,000.00;
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County/Avis License and Use Agreement +- • �';-;
' 1996--2002 - '
`;,,.
Page 31 , -
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Endorsements: '
' .�
x Comprehensive Form (All risks)
x Location/Operations
x Products/Completed Operations
x Broad Form Blanket Contractual (Hold Harmless
Coverage) f,`�`
x Independent Contractors and Subcontractors ;.r�`-
x Broad Form Property Damage
x Personal Injury, with Employment Exclusion Deleted
3) Comprehensive Motor Vehicle Liability Insurance -- ; .
Policy Limits: Bodily Injury/Property Damage Combined
Single Limit of S 1,000.000; Deductible: no greater than
$1,000.00; '
Endorsements:
x Any Auto :
x All Owned Autos f'
x Hired Autos
x Non-Owned Autos
x Garage Keepers
4) Special Coverages --
x (1) Performance Bond: as set forth hereinabove
x (2) Building contents: to the full replacement
value of Licensee's equipment, trade fixtures �'
and personal and business property (may be
waived by County upon separate, express,
written assumption of risk by Licensee)
x (3) Business interruption: the full value of
Licensee's extra costs and lost profits for 60
days' interruption of operation (may be waived
by County upon separate, express, written
assumption of risk by Licensee)
d. 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 Aviation) no later than ten (10) calendar days
prior to commencement of operations affecting the County.
Failure to file or maintain acceptable Certificates of Insur- �
ance with the County is agreed to be a material breach of any
contract and grounds £or termination. These Certificates of
Insurance shall contain a provision that coverage afforded
under the policies will not be cancelled or materially altered
unless at least thirty (30) calendar days prior written notice
by certified mail, return receipt requested (effective upon
proper mailing) , has been sent to the County (through the �
Director of Aviation). (For purposes of this provision,
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County/Avis License and Use Agreement
, 1996--2002
Page 32
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"materially altered" shall mean a change eliminating or '•. •
reducing the types or amounts of coverages available for the
protection of the County and required herein, including a
change to policy limits as set out in the then-current policy
declarations page.)
e. In addition, these Certiificates of Insurance shall
contain the following clauses:
i) The clause "other insurance provisions,�' in a policy �
in which the County of Pitkin is named as an insured, �
sha11 not apply to the County of Pitkin.
2) The insurance companies issuing the policy or
policies shall have no recourse against the County of
Pitkin for payment of any premiums or for assessments
under any form of policy.
3) Any and all deductibles in the above-described in-
surance policies shall be assumed by and be for the
amount of, and at the sole risk of the Licensee.
_ 4j Location of operations shall be: �'all operations and
areas on the Aspen/Pitkin County Airport conducted by or
used and occupied by Licensee."
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f. 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
this License and shall furnish Licensee, at Licensee's
request, with a copy of a certificate evidencing the issuance
thereof.
14. Riahts 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 tiime of
war or other national emergency; provided, that the fees provided
hereunder shall abate during such period of seizure to the extent
that such seizure shall interfere with Licensee's ability to
conduct its business upon the Location. •
15. Assignment. Licensee shall not, by act or operation of law, (
assign this License and Use Agreement, any interest herein, any
right or obligation of Licensee hereunder, or a controlling
interest in the ownership or operation of Licensee's business
entity, without the prior written consent o£ County, which consent
shall not be unreasonably withheld. In support of its right to
approve proposed assignments, the County may require, in advance of r i
any proposed transaction restricted hereby, Licensee to provide
evidence of the successful relevant business experience and
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County/AVis License and IIse Agreement i� '
� 1996--2002 '?;<'.n3=.
Page 33
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business and financial stability of the assignee/transferee, in the `•,
County's reasonable commercial discretion, and an audit of and full , ';.
payment of all costs, fees and charges to the effective date of the -
proposed transaction. � �'
For purposes of this provision, an "assignment" shall include any
sale, grant, conveyance, transfer, sublicense, encumbrance or
similar transaction, however styled, disposing oE or creating
rights or obligations in third parties affecting this Agreement.
Examples of transactions covered by this restriction include, Y
without limitation: any assignment for security purposes; any �
assignment to or by a trustee or receiver in any federal or state . .
bankruptcy, receivership or other insolvency proceeding; any
assignment of all or substantially all of Licensee�s assets; and
the assignment, in one or a series of re2ated transactions, of
15.0� (fifteen percent) or greater of the Licensee's voting stock.
16. Relationship�of Parties. It is the intent and agreement o£
the County and the Company that they shall have the relationshi.p
respectively of Licensor/Licensee and Permittor/Permittee hereun-
der, 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 result from the
aperations of Licensee upon the Location or for any indebtedness
incurred by Licensee in the opezation of its business on the
Location or for the claims of third parties against Licensee in the
conduct of its business.
Zn addition, County shall not be liahle in any manner to the
� Licensee for any damages the Licensee may incur due to the
inability of the County to deliver possession o£ the Location, or
any part thereof, to the Licensee for reasons beyond the reasonable
control of the County.
17. Nan-Liability of Countv's Actents and Employees. No official,
agent, or employee of County shall be personally liable to Licensee
in the event of any default or breach hereunder by County.
18. Default and Termination: The standards and procedure for
declaration of default(s) and termination o£ this Agreement shall
be as follows:
a. The following events are to be considered Tncidents of
Default hereunder: •
1) Failure to make full and timely payments of Minimum
Annual Guarantees, percentage fees or other fees or
charges due and payable hereunder; or
2) The creation, maintenance, failure to correct or `
sufferance of a danqerous or hazardous condition on or
emanating from the Location; or -
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County/Avis License and Use Agreement
� 199G--2002 -
Page 34 �.
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3) Failure to provide and maintain current all required .' '.�~
types and amounts of insurance and proof thereof; or .
4) Loss or surrender by Licensee of its franchise
rights under its national system license.
5) Making an assignment, conveyance or transfer of its
rights and obligations hereunder without the consent of �'+'
County; or "
6) Making or becoming subject to a voluntary or .
involuntary petition for receivership or bankruptcy,
declaration of insolvency or assignment for the benefit `
of creditors; or
7) Failure to comply with any other obligation under
this Lioense and Use Agreement.
i
b. Notice of DefaultjRight to Cure. The party aggrieved by
an Incident of Default hereunder shall declare a default here-
under by delivering a written Notice of Default to the other
party (and its surety, if applicable), which Notice shall
- specify the Incident(s) of Default asserted and a specific
cure therefor. After the effective date of such Notice, tihe
time periods for cure shall be:
1) Within three (3) business days if the default is
maintenance of a ha2ardous condition or failure to main- ��'
tain and/or prove required insurance coverage(s) ; or
2) Within ten (10} calendar days if the default is
failure to make full and timely payments hereunder; or
3) Within twenty (20) calendar days if the de�ault is �
in the performance of any other obligation or conditions
to be performed under the provisions of this Agreement.
If, in the discretion of the aggrieved party, the cure
required cannot reasonably be completed within the foregoing
time periods and the cure is promptly undertaken by the
defaulting party and diliqently prosecuted, the aggrieved
party will, upon request and proof of these mitiqating circum-
stanoes, extend the period to cure by a reasonable time. In
the event of multiple Incidents of Default, the cure periods
above shall be concurrent, not consecutive. )
c. Notice of Termination/Right to Re-enter. If such Inci- .
dent(s} of Default are noticed as provided herein and remain
uncured after the cure period specified, the aggrieved party
may thereafter terminate this Agreement and the defaulting
party's rights hereunder by delivery of written Notice of � i�
Termination to the defaulting party, which Notice shall be
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County/Avis License and Use Agreement
199b--2002 �'
t;,
Page 35 '
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effective on the date delivered to the defaulting party. Upon '
termination of this Agreement by County, County may re-enter ��,-�, ,
the Location and remove all persons and property therefrom,
using all necessary force to do so.
d. Remedy Not Exclusive. The parties shall have such other _
rights and remedies as may be provided for by law or in equi- �` ,`
ty, including damaqes. ;:Y.�`•:
19. Notices. All notices required or authorized to be given
hereunder shall be in writinq and shall be served upon the party � '
entitled thereto either by personal delivery to such party or by •
certified mail, return receipt requested, addressed to such party
at its address appearing on the signature page of this License
(with a copy deZivered to its Airport Terminal booth), or at such �.
other address as either party may so notify the other party of in
writing. Any such notice shall be deemed to have been received on
the date so delivered personally to the party entitled thereto or
three (3) business days after the same has been properly deposited ;
in the United States mail, with postage thereon fully prepaid, as
. aforesaid.
20. Renresentations of Licensee. Licensee represents and warrants
to County as follows:
a. Licensee, and those individuals executing this License on
behalf of Licensee, represent and warrant that they are
familiar with Section 18-8-301, et se�r. of the Colorado "
Revised Statutes (Bribery and Corrupt Influences) and Section
18-8-401, et seq, of the Colorado Revised Statutes (Abuse of
Public O£fice) and that no violations of the provisions
thereof are present.
b. Licensee, and those individuals executing this License on
behalf of Licensee, represent and warrant that to the best of
their knowledge no employee of Pitkin County has personal or
beneficial interest whatsoever in this License oY in the
business to be conducted upon the Location by the Licensee.
Z1. General Provisions.
a. This License contains the entize agreement of the parties
and there have been no oral or written promises, representa- ,
tions ox agreements, either expzess or implied, except as
expressly set forth herein. Any and all prior agreements or
understanding between the parties are expressly aqreed to have
merged herein.
b. The provisions of this License shall be severable and the
.znvalidity oP any provision hereof shall not affect the
validity of any other provision hereof. �
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County/AVis License and Use Agreement Y;" ;;%;:•.
, 1996--2002 E...i"':'.
Page 3 6 � `'_.
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c. This License may be modified or amended or supplemented ��"
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 at a duly-noticed public
meeting.
d. 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 to exercise the same at any future time,
or the waiver of any other right or remedy hereunder. No '
waiver by either party of any right or remedy hereunder shall
be effective unless in writing signed by the party.
e. The parties agree that this Agreement was negotiated by `''
the parties hereto mutually, that each has had adequate k.
opportunity to review this Agreement and to consult with legal
and other counsel, 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. �
f. If either party to this Agreement incurs attorney�s fees �
and/or costs in connection with the declaration of a Default
hereunder or any other legal proceeding to interpret, protect
or enforce any of its rights hereunder, the party prevailing
in such proceeding shall be entitled to recover its reasonable
attorney's fees and costs in connection with such proceeding.
t
g. This License shall be governed by and construed in accor- '
dance with the laws of the State of Colorado and venue is
agreed to be exclusively in the courts of Pitkin County, �
Colorado.
�:.
c
h. This License shall be binding upon and shall inure to the
benefit of the parties hereto and to their properly qualified
successors and assigns.
i
i. This License shall be executed in duplicate originals,
with one original to be held by each party. � ,
22. Authoritv of Licensee's Renresentative. As an inducement to
the County to execute this Agreement, the undersigned officer of �.
Licensee represents that he/she is expressly authorized to execute
this Agreement and to bind Licensee to the terms and conditions �
hereof and acknowledges that the County is relying on this -
representation, authorization and execution. .
(Siqnatures on following pages) �
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County/Avis License and Use Agreement S�'�: ��'-^°`'(.�
1996--2002 . .'' ��
Page 37 '
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'y. 1.
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IN WITNESS WHEREOF, the parties have executed this Agreement, as follows: � '•�'
j., .
Countv• Licensee•
THE BOARD OF COUNTY COMMISSIONERS AVIS RENT-A-CAR SYSTEM, INC., a � ,
OF PITKIN COUNTY, COLORADO Delaware corporation � � 'r'
:�..:
+GE. . '
.7.:,'.
BY: `7 � 9 BY: � ' �I� ;`,
mes R. True, Chair ( te) V��� PR (Title) (Date ''�
r;
ATT T: ATTEST: ���,
4r���cOU��'`t' , ' f_ ' �.:�,
- � z �- 1 l �6,:ii:�q� �:�;.
Pi in ounty �.Yerk coLORp �°Secr tary �=. � •�" (� .!
- �ss�st�A�,;- �: � �. .
• '�:�sir+ �
.,.�±,d�'riy[:
County�s Address: Licensee�s Address (for receipt
of mailed Notices hereunder): '$
c/o County Manager
506 East Main Street 900 Old Country Road
- Aspen, Colorado 81611 Garden City, N.Y. 11530
Attn: James R. McCarron, �
cc: Director of Aviation Regional Director -
0233 East Airport Road Properties
Aspen, Colorado 81611 - � t
(COUnty staff counter-signatures on following page)
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County/Avis License and Use Agreement l�.'.��+"
1996--2002 ``°'",.y��.,
kc...;F: vy`
PAGE 38 ; ,:
;�_. .�
�, x,
RECOMMENDED FOR APPROVAL: ���: -'-
�
'C �=..�"� N//2��/�•
Scott Smith •
Director of Aviation -
s.e::Y.,
MANAGER APPROVAL: �
� .
S c�-- �:: '
,;
Su ne Ko chan
Co y Manager
�-`
�
APPROVED AS TO FORM: �
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John Ely, Esq. ��'
. Count Attorney �
���Z 1�6
Gar r , Esq.
Ai po Special Counsel
APPROVED AS TO BUDGET:
. � . �.�--�"' . 4�.�. .
r� G��.w.
. ' Tom Oken
Administrative Services Director
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nitRIVALS/BAGCnGE CLAIi�i A�E� I
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��������� TOTAL SPACES: 59 '�•
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���'y ,;. � Sq Ft/Vehicle: 144 �„�
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PRO lZATA S�JOIPIT USEULATION FOR �'F���B� � _s'�'�'� �
�tA �:r
ENTRANCE, EXIT, I�IQD CIRCULATI0I3 Al2EAS �3''� '`
(April 1996) ' �.:
:y.: ;
1. Square Eootage for each campany. � ' ''• '
2. Total square footage for entire parking 2ot: �:•;
3. Calculate peicentage of parking space Ieased, and apply
proportionately to entrance, exit, and circulation areas.
4. Rounded to nearest whole number. �r.�`.s�
,:zi.:7".�'.
RENTAL CAR PAVED 'READY LOT' :
.k
Square Feet Spaces % of Total �t``. -
�r�;:
Hertz 2,160 15 25% Fi"
Avis 2,160 15 25%
Budget 1,440 10 17%
Eagle 1,440 10 I7�
Thrifty L 296 9 160 �
TOTAL 8,496 59 100°s }.. i
r.»f,
Total Entrance, Exit, and Circulation 8,268 sq ft
• RENTAL CARE UNPAVED 'STORAGE LOT' : ,�1�
Square Feet e of Total
Hertz 28,425 25% �
AviS 28,200 25°s
Budget 19,402 "'� 17%
. Eagle 19,176 17%
Thrifty 17..597 16%
112,800 100%
i
Total Entrance, Exit, and Circulation 14,180 sq ft
I:
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� JUN 03 '96 12:03PM pITKIN CNTY RIRPORT P,3
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�►D��NDIIX -
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►�a�t�z�x eouarry,alRyoaT • � '. •
Q2L+�SR'oOilT R�l14'+���CAR �JOlipl114Y �
L1Q!l1QeE A1lD._�91 BOR8nIS1SlQT8 •
1046--9007 • ;z�
VYB. lUDQmT. �AG�� .�'�B_AaPD_T![RtlTX.�SBIQT•.A�OA& , .
THIa ApDENDUM, made as of the datia last balow iigrled, ie by �
and between ttta BQARD OF COUNTY CONB4I9830NER8 OF BiTKSN CQVNTY,
COLORADO ("County") , a Calorado hom8-ru2a Gounty, and •
AVT6 RENT-A-CAR 8X8TEM, iNC„ d/b/a Avis Rent-A-CaY, an8
FH1tABEE ADVENTUR�B, iNC:, d/bJa Budget Rent-A-00.r�, �nd
THT HERT� CORPORATION, d/b/a Hertia ReliC-A-Car, anH
SAtiLE RENT-A-CAR, iNC�, d/lz/a EagJ,e Rant-A-Car, and •
� WE9�RAC, INC., d/b/a ThrifCy R¢flt�A-Car, '
(aolleotively, the ��Campaniea��) . �
WHER�A9, County and the Companiee are paxttee to tHoae osrtain
i�icsnse nrid tTere A�raemente etfeet�.ve as oP�May 1, 1996•, whiah set ,-
out, itt 8Qation C.3.d., the obligatione oi the Companies with
respsot� ta the mator vahiole p�rkittg lawa ot the City qf Aepen and
the Town o! enoc�mass Viliags (and, pomeibly, the couriti:y) ► and
WHEREAe, Coun�y 1B aonaerned that there ia a publlo
pszoap�ion, which �nny or may not hava a bnei.e in 2aat, that the
auEttom4re c! tha Compaaiee are less rnagonsible than laqal 8rivers
with regpea� ta aomplyinq with iooai psrking laws and 'ttta payment '
of linss for violat�iope at thoae lawsl anQ .
WHEREAe, County propoe�o�s to am�nd 8eotion C.3,,d. cf anch
Agreement to areate a pzoaae�s by whioh the oampaYative payment
rate■ !ar parking finea o! RAC austomare and loaal dzivers may b•
reliably d��ermirte+d or esGl.mated snd, if Che ratea ior RAC
ouetomere ar�, in Saat lees than that aP ldadl drivers, to raquiY�
the Compnnies to be px�marily liabie Eor tne paymont of euch firlee. .
NOt4, THER'EFORE, in aorfeidaration of the mutual oovenante,
terms and aonditione herein, tha pdrties hareto agree :ag foliows:
1. 9eabiori C.3.d. oP eaoh ot the Liaende and Vse� Agreements
bstweea the County and, rsepeativeiy, Avin, Budgat, Plagic, 8ertz
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and Thritty (the ��Compnnia�"), shall ba dm�nda4 to prov!ide, Sn tt� :,� �
an�l.rafiy, a� toliowei �'��' '�
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Nd. Witih xarp�ot ta thn parkiitg rtgulatione o! �Y►e City q! Y'r• ,~
Aspen and �he Town o! 9newmasa Viliage (anQ to thoea o� Pitkin
Oounty, i# nnd when tha County adoptg n eeperata parkiaq " `
vioiation proqzam), Libenee� Ag�eas: ��
1) To dis�ribute with Qsah r�ntai oer oontrsat an
olfioiai gerkinq iatox�mation brochure that is pub23sheQ , ".
and psoviQe4 Pree ot ahergs to Lioensea by th�� City � r'
dnd/or the Toam (nrict/or th4 County). � �
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2) Tllat, pureuaat to Ssation 4Z-4-1110, C.R.,B� 1993, aa � .
amended, a �+rensonabim time" withi� whiah tor tha Liamn- `�
eas tq turniah ta thA CiEy an4/or �ha Town (nnd/or the •
County) tha nama and addregs oP the parean who had
atlgtody 0! tha vahiale at the time of the' vlolation, �•
shali ba cia�mod to bn thirty (30) dtty�. As a aondi.tion �
prea�dan� bo �ris �nParaement ot bh3� interpratation, ths �
City and/or the Town (ar►d/or the Coun�y} tvill be requirsd '•
'ko make every aifor� to provide rtotifioctt'iott to th� (� �
Liaettsea o� any viola�ian a� �oon ae praati.aai af��r thp !?`
� ag�� o! the violation. :,
3) �rhat iE, Quring the tsrm oP thia Agreament, the %
au��Comer� ai the on�Airport RAC companl.�� haVe e rate o!
pAymsnt rvr parking tioketa 3ssuad by the 4fty and the
Town (arid, if appliaabla, the County) Chat 1� lower than
tha rate foz private automobilaa w.ith looal � .-
� reqistratione, Liaenaae �ha7,1 ba prl.mariiy reapon�ibie to
pny ths tines aP �Rs petTkirig tiokets so raaeived by it�e�
cuetnmera (and then mAy eeak reimburaement lrom tha
auestomer through the oriqinal areQit card traneaation).
The pertiisc sgxee that this obliga�ion ahall ariae only �`
�uzsuan� �o etendaYd� ariQ proaedures to be establiehed � '
ci.nt3,y by bhe Caunty and tha olt-Al.sport RAd Companiea.
Liaenema heraby agYaes tio m4et with the other oa-A�rport l�
RAC Corapes�i.es (or revi.ew �nteri.el publiahed by tirie
County�, negotiate in good taibh; prampCiy adopt (by an
MII Vots of the Companiea) and abide by s�nndarda and
prooeduxeg to edmini�tex this proviaion that arG
aammeroially rsesonabie inaluding, without limitation,
dePinitions of and proa�dure� in aupport of the
tollowing: -
a) ReiiaXals eta�iatioal sampl�a oE R�1C vehialem
and ��laoal" pae�mengar vehialas.
b) An appropriate �ampling peri�d.
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c) Agpropriaee deiiniti.on� ot "paYment�� and T�rate �� �
o! payment," ina3uQinq nn appropriata entorawmsat
pariad i•��, the tima betwean the ieauanae ot the `�.
ticket and a datermination that the ticka� is not "`:
'�peidry (inaluding tha perioQ� of the firat notica �
sgn� by Crin City, the Tawn (or the Countyj to Cha �'�
Lioensea and the seoond natiae sent to the
auatvmar).
d) 3taLietia�ily eiqnifiaant defini�lon� ot
•margin ot ezros endJor "lower.�� .
'e) A provision �o parmit indiviclual.Liosn�me� to
nvoid this obiigatlon upon a Qsterminntion, in �he �
raasonable diaox�ation aE tha Airpoxt, that suoh
Lioeneee has made a nubetantiai goad tai�h BL'foY't�
in additian to tht requiremen�s at 42-4-a,yia, to
awgia�t ths city And/ox Town (and/or caunty) in its
e�2Port� to aollaat Pines #rom ibg oustomer�.
•!) An approprlaCe period to fletermina tha
ettaotivmnesa ot the elYoxtn eet forth in e).
x�t N=TD1]GI�A 1Rtn1lmol�, th� parbisr riave axeauted tnis Agreemer�t, a� fo2lows t
Coun�kY I Csmnan3.ea t
THL" 9CAAD OF CGUNTY GOFIIy2I8820NER8 AVSB RENT-A-CAR 6YBTEM, INC.
OF PiTRiN COUNTY, COLORADo
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ATTE T: i SE� � g�����n��C�reoP A�pena�b�a
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Pi�kin Countiy C rk (seal) $Y�-� (Titlo) (oatm)
Rm0ONi4S1ND�D FOR'ilBP�OV1►Lc FAOLE RHiJT-A-CAR, INC.
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Director ot Aviation Hyo
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