HomeMy WebLinkAboutbocc.con.170.2014 Rev. 08-30-11 jig
COUNTY CLERK'S
CONTRACT COVERSHEET
CONTRACT #: 170-2014
ORIGINATING DEPARTMENT: All Star Media
PROCUREMENT OFFICER: Bj DeHerrera PHONE#: 4292850
PROJECT NAME: Terminal Advertising Agreement CONTRACTOR: All Star Media
DOLLAR AMOUNT: $275,000.00 LINE ITEM# 404.67.00000.65029
CONTRACT EXECUTION DATE: 7/1/2014 CONTRACT END DATE: 6/30/2019
AUTOMATIC RENEWAL: ❑ YES ® NO TERM: 07/1/2014-6/30/2019
❑ BOCC AGENDA ITEM (Grants, IGA) ® STAFF AUTHORIZED SIGNATURE
(Requires BOCC Signature) (Per Revised Procurement Code 7/2005)
❑ OVER$50,000(Requires Section Leader&County Manager's Signature)
✓ CHECK PROCUREMENT TYPE:
❑ None ❑ Informal ® Formal ❑ Sole Source ❑ Emergency ❑ Outside Agency/State Bid
❑ Compliance with C.R.S. 8-17-5-101, 102 as amended (Immigration Form) ❑ Exempt
❑ Contract Renewal
✓ CHECK CONTRACT TYPE:
❑ Services/Maintenance ❑ Employment
❑ License/Use ❑ Intergovernmental Agreement(Resolution Required)
❑ Lease ❑Non-Profit
❑ Construction ❑ Quasi-Public (e.g.-AVH)
❑ Goods, Equipment, Supplies ❑ Grant Agreements(Notify Finance& Resolution Required)
❑ Other(e.g. revenue) ❑ Change Order/Contract Amendment
(C/O: 10%or$25K whichever is the lesser must have County Manager signature)
All Contracts should be proofed and all exhibits and notices must be attached for the following:
✓ ®No Pages Missing ✓® All Other Blanks Filled In
✓ ® If Page Left Intentionally Blank—Note on Page IN All Exhibits Attached
✓ ® Page numbered consecutively ✓® All Legal Descriptions attached (if applicable)
✓ ❑ All Original Signatures Affixed ✓® Notice of Award/Notice to Proceed Attached (if applicable)
✓ ® All Dates Filled In ✓Z Warranty(if applicable)
✓ ® Special Instructions for Finance Department: replacement of Clear Channel
✓ ® Authorized Procurement Officer's Name: Brian Grefe
BY CHECKING ABOVE AND ENTERING NAME,THE AUTHORIZED STAFF PERSON INDICATES THAT
THE ATTACHED DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING.
NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
- °,
IoM
1
ALL—STAR MEDIA
Advertising AGREEMENT
TABLE OF CONTENTS
A. Licensed Area, Term Uses, Requirements and Restrictions
1. License of Locations 2
2. Term 3
3. Acceptance of Locations 4
4. Reserved Rights of County 4
5. Use of Location 5
6. Requirements of Licensee's Operation 6
7. Grievance Procedure 6
B. Fees and Charges, Payments, and Reports and Audits
1. Fees and Charges 6
2. Payments and Security 8
3. Reports/Books and County's Right to Audit 9
C. General Provisions
1. Coordination with other Airport Users 11
2. Compliance with Applicable Laws & Regulations 11
3. ACDBE 12
4. Modifications, Alterations and Improvements 13
5. Utilities 14
6. Maintenance and Repair 14
7. Licensee's Personal Property/Trademarks 14
8. Substitution of Pitkin County Airport Facilities 14
9. Destruction of Buildings & Other Improvements 15
10. Indemnity and Insurance Requirements 16
11. Rights of Seizure 18
12.Assignment 18
13. Relationship of Parties 18
14. Non-Liability of County's Agents & Employees 18
15. Default and Termination 19
16. Notices 20
17. Representations of Licenses 20
18. General Provisions 20
19. Authority of Licensee's Representative 21
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•
ASPEN/PITKIN COUNTY AIRPORT
All-Star Media Services Advertising Agreement
LICENSE AND USE AGREEMENT
THIS LICENSE AND USE AGREEMENT, made as of the date last below signed, is by and between
the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, ("County"), a Colorado
Home-rule County, as Licensor/Permittor, and the All Star Media Services, Inc. ("Licensee"or
"Company"), a Colorado Corporation, as Licensee/Permitee.
WHEREAS, County is the owner, operator and sponsor of the Aspen/Pitkin County Airport (Sardy
Field), located in Pitkin County in the vicinity of Aspen, Colorado (hereinafter the "Airport"), at which it
has made available certain public airfield facilities, and airline terminal and facilities, a general aviation
terminal and 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, inter alia, C.R.S. Sections 30-11-107, 40-4-101 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 airport advertising 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
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:
A. LICENSED AREAS, TERM, USES, REQUIREMENTS AND RESTRICTIONS
1. License of Location. County hereby grants to Licensee, and Licensee hereby accepts from
County, upon the terms, conditions, obligations and restrictions contained herein and
subject to the rights reserved by County herein or as otherwise set out herein, the right to
occupy and use the advertising locations serving the commercial terminal building as shown
on Exhibit"A" attached hereto and incorporated herein by this reference (hereinafter
referred to as the"Location") may consist of the following as indicated in Exhibit A:
1. 4x2 Video Wall(s)
2. Tension Fabric Display(s)
3. 2x2 Video Wall(s)
4. Interactive Touch Screen
5. Hotel Courtesy phone board
6. Brochure rack(s) "Local's Corner Area"
7. Rotating Sign Board
8. Free Standing Kiosk
9. Free Standing Static— Back to Back
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•
10. Digital Monitor Display
11. Clock
12. Charging Station
a. 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.
b. Entryways, exit ways, driveways and internal circulation areas appurtenant to the
above-described areas, subject to rules and regulations in common with other
users of Licensee's classification.
c. Areas made available to the public (waiting rooms, concessions, roadways),
subject to rules and regulations in common with other users of Licensee's
classification.
The County and Licensee acknowledge that Exhibit"A" is a map of the location of
each advertising display allowed with this Agreement . The County and Licensee
acknowledge that such Exhibit may not be to scale but accurately represents the number
type and location of each advertising fixture. This Exhibit"A" map shall be replaced, upon
the mutual agreement of the parties, at such time as scale maps and final initial location
determinations become available.
If during the term of this Agreement, additional Locations are made available by or
permitted by County for occupancy and use by Licensee, Licensee and County shall enter
into good faith negotiations for the commercially reasonable fees or charges paid by
Licensee prior to such additional use and occupancy.
Any entry on, use of or occupancy of Airport land, buildings or facilities not expressly
permitted by this License is prohibited, except by separate express prior written permission
from the County and under such terms and conditions as the County may require.
2. Term. The term of this agreement shall commence at 6:00 a.m. MDT on July 1, 2014 and
expire at 10:00 p.m. MDT on June30, 2019, unless earlier terminated as provided herein.
a. No Renewal. Licensee acknowledges that this Agreement contains no renewal
clause and is subject 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 Licensee 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 the License and Use Permit (including the
payment of MAG in the monthly amount payable for the final year of this term), 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 Location. Upon the expiration or termination of the 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 Licensee's
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personal property, trade fixtures, equipment or improvements removable by prior
agreement with County from the Location and shall repair any damage to the
Location caused by such removal. Any personal property of Licensee, or anyone
claiming under 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 Locations. The Licensee agrees that the Locations located on Exhibit "A"
have been inspected by Licensee at the beginning of this license term and is accepted and
initially will be occupied by Licensee on an "as is" basis.
4. Reserved Rights of County. County reserves the following rights with respect to the
Location and the uses and operations to be conducted thereon by Licensee.
a. County reserves the right to unimpeded access over and across the surface of
the Location provided that County shall not, in the exercise of this reserved right,
unreasonably interfere with Licensee's use of the Location. County shall be
entitled to enter upon the Location and 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 enforcing any of the County's rights
hereunder.
b. County reserves, for the use and benefit of the public, the right of flight for the
passage of aircraft in the air space above the surface of the Location, together
with the right to cause in and around said air space 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 approaches of the Airport against
obstruction, including the right to prohibit Licensee from erecting, or permitting
to be erected or maintained, or structure or obstruction 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 purposes, the provisions of
the License shall be suspended insofar as such provisions may be inconsistent
with the provisions 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 operation,
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, maintenance or operation of the Airport and, if such an agreement
is entered into between the County and the United States Government, the
provisions of this License shall be suspended and/or automatically modified
insofar as such provisions are inconsistent with the provisions of the agreement
with the United States Government. If, by reason of any agreement with the
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United States Government as aforesaid, it becomes necessary to modify, relocate
or remove any improvements or other structures situated on the Location, the
Licensee agrees to modify, relocate or remove any such improvements or
structures as directed by the 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 discretion, all activities of the
Licensee at the Airport in the event of an emergency.
g. The County reserves the right to direct Licensee's operations in the event that
such operations are unreasonably interfering, in the reasonable discretion of
County, with the use by others of the Airport; e.ct., without limitation, to restrict
the use of"public"areas of the Airline Terminal and public-access curbs,
sidewalks and roadways in favor of the public.
h. County reserves the right to further plan, develop, improve, remodel and/or
reconfigure the Airport, including the Location and existing vehicle and
pedestrian traffic patterns, as County deems appropriate without interference or
hindrance by the Licensee, and County shall have no liability hereunder to
Licensee by reason of any interruption to Licensee's operations on the Location
occasioned by such County activities; provided, however, that County shall
consult in advance with Licensee on such changes and if Licensee shall be unable
to conduct 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.
i. The County reserves the right, in its sole discretion, to enter into agreements for
the financing or re-financing of the Airport and Licensee agrees to cooperate in
providing information to prospective lenders and in providing estoppel certificates
and similar documents, if so requested. ,
j. County reserves the right to prohibit any commercial or non-commercial activity
by any party on the Airport, unless that activity has express prior, written
permission from the County.
k. County reserves the right to establish and enforce reasonable rules and
regulations for the conduct of activities and uses permitted herein and also to
promulgate minimum standards for the conduct of commercial activities related
hereto.
I. 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.
5. Use of Location. Licensee shall use and occupy the Locations solely for the purpose of
airport advertising, as defined herein.
a. Licensee shall have an affirmative obligation, for the term of the Agreement, as it
may be extended as provided above, to conduct a commercial airport terminal
building advertising operation at all times. Licensee shall occupy and use the
Location solely for the purpose of installing, maintaining, and operating airport
advertising displays.
Page 5
b. Any occupancy, use, activity, display or product not specifically permitted herein
shall be and is hereby prohibited, except as by separate express written
permission from the County and under such terms and conditions as the County,
in its sole discretion, shall determine.
6. Requirements of Licensee's Operation. It is of primary importance to the County that,
in the conduct of Licensee's operation on the Location, Licensee provides commercial
advertising services of the highest quality to users of the Airport. To this end, Licensee
agrees to provide the following services in the conduct of its operation:
a. Licensee shall provide sufficient and adequately-trained and supervised
personnel.
b. Licensee shall keep all displays in like new and clean working condition.
c. Licensee shall have all advertising content approved by County in advance of
display.
d. The County will designate certain person to Star Media's advertising content and
agrees to formally reply with an approved or not approved (with reason for not
approving) within 24 hours during the normal business work week. If no
response is received by All-Star from the primary Pitkin County Airport designee
within 24 hours, All-Star's submittal will be automatically approved. If Pitkin
County Airport requests additional time to review and provides notice to All-
Star within 24 hours during the normal business work week that additional time
is required, Pitkin County shall have up to 72 hours during the normal business
work week to review and formally reply.
e. Licensee shall maintain a local area manager throughout the term of this
agreement to provide world class customer service and equipment cleanliness
and maintenance.
7. Grievance Procedure. The parties acknowledge that it is in the public interest and to
their mutual benefit that first class family oriented advertising content be made available
to the public in a prompt, efficient and courteous manner. To that end, Licensee and
County shall 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 each Location.
Licensee agrees to promptly undertake such action as may be reasonable and
appropriate to remedy the situation giving rise to any such complaints and/or any
operational deficiencies noted by County.
B. FEES AND CHARGES, PAYMENTS, AND REPORTS AND AUDITS
1. Fees and Charges. The fees and charges for the occupancy and use of the Location for
the term of this License and Permit shall be due and payable, without deduction or set-
off, as follows:
The greater of: a Minimum annual Guarantee (MAG) ; or a sum equal to
twenty five percent (25%) of Gross Sales of the first $500,000.00 in
sales, forty percent (40%) of Gross Sales over $500,00.00 up to
$1,000,000.00 and fifty percent ( 50%) of Gross Sales over
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$1,000,000.00 Each year of this Agreement, the Minimum Annual
Guarantee (MAG) for the term of this Agreement shall be $100,000.00 to
be paid monthly.
a. For purposes of this Agreement, a "Contract Year"for the Minimum Annual
Guarantee shall be July 1 through June 30 annually.
b. The Minimum Annual Guarantee payments shall be paid in monthly installments
of one-twelfth (1/12)of the annual amount due for the applicable Contract Year;
provided, however, that should the commencement date occur on other than the
first or last day respectively of a calendar month, the monthly installment due for
said month in which the Term hereof commences or ends shall be one-twelfth
(1/12) of the Minimum Annual Guarantee due for the applicable Contract Year
multiplied by a fraction, the numerator of which shall be the number of days in
said month of which the Term hereof was in effect and the denominator of which
shall be the total number of days of said month. Said monthly installments shall
be payable in advance and without demand. Within twenty (20) days after the
end of each calendar month during the Term of this Agreement, Licensee shall
provide the Director of Aviation with an accounting statement of its Contract
Year—to-date Gross Receipts. In the event the amount of the Percentage Fee is
greater than the Minimum Annual Guarantee paid for the same period, Licensee
shall pay the amount of the difference to the County at the same time said
accounting is provided. The County shall be entitled to assess a late fee for any
amounts that are past due under this Agreement. Said accounting statement to
be in form approved or required by the Director of Aviation 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.
c. Immediately upon the Company's receipts 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.
d. "Gross Receipts, Gross Revenues, Gross Sales"as used in this Agreement shall
mean:
All sums chargeable by Licensee, whether received or not, from the sales of space in
the airport advertising displays whether on a daily, weekly, monthly or any other
period of time basis, and
Shall be deemed received at the time the sale, lease, right or service transaction
occurs giving rise to Licensee's right to collect said monies, regardless of whether said
transaction was conducted in person, by email, telephone or fax, by wire or any other
method of information transmission, whether the transaction was for cash, trade, in
kind or credit, and if for credit, regardless of whether the Licensee ultimately collects
the monies owed for said transaction from the customer involved, and
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Minus the following deductions:
Federal State or local sales taxes separately stated and collected from customers;
Amounts Licensee identifies as refunds or customer service adjustments, as long as
such refunds and adjustments are separately identified and documented.
All revenues excluded under this paragraph shall be reported to the County and
subject to verification and audit as provided herein.
1. 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 enter into good faith negotiations for
the commercially reasonable fees or charges to be paid by Licensee prior to
such additional use and occupancy.
2. Payments and 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 delivered as follows: •
a. The monthly installments of Minimum Annual Guarantee fees and charges as
provided above shall be due and payable on a current basis on the first (1st) day of
each calendar month during the license term. The monthly payments percentage
fees herein shall be due and payable in arrears on the twentieth (20th) day of each
calendar month during the license term ( and for the first month after the
expiration of the term) for 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 succeeding business day.
b. 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 accrue default interest on any unpaid and delinquent
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 shall be due
and payable without demand with the next regular payment due. Amounts
received shall be credited first to accrued interest and then to accrued and current
payments.
c. 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
performance and payment security in a form satisfactory to County, in its sole
discretion, in the amount of one-third (1/3) 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 limitations, the payment of the
Minimum Annual Guarantee, percentage fees and other fees, charges and cost as
provided in this Agreement.
Page 8
d. Simultaneously with execution and delivery of this Agreement, Licensee shall
deliver to County a cash security deposit against its obligations hereunder of
$5,000.00, which will be subject to return, without interest thereon, within sixty
(60) day 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 Licensees with satisfactory
payment or performance histories.
e. In the event of any delinquent fees or changes hereunder, and to the extent
thereof, including late charges and interest, the Airport shall be entitled to a lien
for such amounts on licensee's trade fixtures, equipment and inventory in use at or
located at the Airport.
3. Licensee Reports/Books and Records; County's Right to Audit. The rights and obligations of
the parties with respect to Licensee's reports and books of account are as follows:
a. Licensee shall file the following reports:
1. As stated above, at the same time that the Licensee is obligated to pay its
percentage of gross receipts herein, Licensee shall provide the Director of
Aviation with an itemized statement showing the gross amount of revenues
or receipts Licensee charged during the preceding calendar month.
2. The itemized statement shall be signed and certified as complete and correct
by an official of Licensee authorized to so certify, and shall be in a form
acceptable to County.
a. The itemized statement shall contain a list of each advertiser by name
and the amount paid by each advertiser and any adjustment made to
the amount.
b. The itemized statement shall also contain the total of the revenue
generated by airport advertising each month and a running total of
the total year to date revenue amount.
c. The itemized statement will include the calculated amount due the
County.
3. Statements shall be signed and certified as complete and correct by an
official of Licensee authorized to so certify.
4. 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 be compiled by Licensee's Certified Public Accountant
and shall include statements of revenues and gross receipts reportable,
includable and excludable under this Agreement. Financial Statements, audits
and audit reports shall be completed and certified by the accountants and
auditors to be in accordance with Licensee's"Other Comprehensive Basis of
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Accounting" (OCBA) as promulgated by the American Institute of Certified
Public Accountants.
b. Licensee shall maintain full and accurate books of account and records from which
"gross revenue"and "gross receipts,"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 standards 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,. 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 time as County reasonably may direct in
writing. If such records are not stored within Pitkin County, it shall be Licensee's
responsibility, at its expense, to promptly make 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.
c. Licensee's financial record keeping and reporting systems for all business
conducted on or through the Airport location or subject to this agreement shall
include, without limitation, as follows:
1. Adequate financial controls, under generally accepted accounting principles
and auditing standards, to ensure complete and accurate recording and
reporting of all revenues, including commissionable revenues.
2. Any other documents or procedures which, in the reasonable discretion of
the County, are 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
County to Licensee.
The County may, annually, at the end of the term herein, or upon a request by
Licensee of assignments of its rights hereunder, unless expressly waived by the
County, conduct audits of Licensee's books of accounts and records, which audits
shall be conducted upon reasonable notice to Licensee and during normal weekday
business hours. For purposes of this License and Use Agreement, the annual audit
period shall be deemed to commence on July 1st of each year of the Agreement
and to conclude on June 30th of the ensuing year. In performing said audits,
County shall be entitled to review, and Licensee shall be obligated promptly to
provide to the County upon demand therefore, 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, determines, in its sole discretion,
are useful, relevant or necessary to determine or verify the correct amount of
reportable, includable and excludable revenues, and gross receipts enjoyed by
Licensee, and the correct amount of percentage rental owed by Licensee to the
Page 10
County, for the period involved. Should Licensee fail to maintain the books of
account and records required to be maintained pursuant hereto, or should License
fail to deliver and enable the County or its auditor to review 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 (50%) percent of the verifiable costs, fee, payments and
changes due from Licensee 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 changes that
should have been paid to the County by Licensee pursuant to this Agreement were
understated or underpaid for any period involved (including, expressly, revenues
from business), Licensee shall, within thirty (30) day notice by County of any such
deficiency, pay to the County the full amount underpaid, plus two percent (2%)
interest per month, calculated as provided above, and 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 two (2%) 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 the interest accrued thereon, shall within thirty (30) days notice by
County reimburse the County for the cost of the audit not to exceed Thirty Five
Hundred Dollars ($3,500.00). If the audit discloses overpayment of the percentage
compensation paid to the County by Licensee, the County shall refund the amount
of overpayment to Licensee, within thirty (30) day of said audit.
The County shall hold all information obtained from any such audit in confidence,
except as may be necessary to enforce the County's rights under this Agreement,
except with respect to tax proceedings , and except with respect to any legal
requirements or Court Order to disclose said information.
d. 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 underpayment hereunder,
unless the County shall have given written notice, within that period, of 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).
e. Prior to any assignments, conveyance or transfer by License of this License or any
rights or obligations hereunder requiring approval of the County as required below,
the County shall be entitled to an audit as defined here in above at the sole
expense of the Licensee.
C. GENERAL PROVISIONS
1. Coordination with other Airport Users. County and Licensee acknowledge that each has
rights and obligations arising from various third-party agreements with other Airport users.
Page 11
County and Licensee agree to cooperate with each other to effectuate these third-party
agreements, so as long as such agreements are not illegal, impossible or do not reasonably
interfere with Airport operations or conflict with the rights and obligations of the various
parties hereunder. County and Licensee acknowledges their respective obligations as
signatories under the following agreements:
a. Those certain lease and use agreements between the County and the Airport's
airlines.
b. Those certain Lease and Use and Redevelopment Agreements between the County
and the Airport's full-service fixed-base operator(s).
c. Those certain agreements for on and off-airport car rentals entered into from time
to time between the County and the various Airport rental car companies.
d. Those certain License and Use Agreements and Operating Permits between the
County and the Airport's various specialized fixed-base operators.
e. Those certain agreements for commercial ground transportation including taxis,
limousines and buses.
f. Such further and other agreements as the County may amend or enter into from
time to time in the normal operation of the Airport; provided that Licensee shall,
upon request, be provided with copies of any agreements that are connected to
this obligation to cooperate, as set forth herein.
2. Compliance with Applicable Laws and Regulations. In connection 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 general 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:
1. Airport Regulations, Title X, Pitkin County Code:
2. Airport Certification Manual;
3. Airport Security Program
4. On & off-airport rental car regulations
5. Ground transportation regulations
6. Airport Financial Policy (Resolution 87-56-A)
b. This agreement is subject to the requirements of the U.S. Department of
Transportation's regulations, 49 CFR Part 23. The Licensee agrees that it will not
discriminate against any business owner because of the owner's race, color, national
origin, or sex in connection with the award or performance of any concession
agreement, management contract, or subcontract, purchase or lease agreement, or
other agreement covered by 49 CFR Part 23. The Licensee or contractor agrees to
include this statement in any subsequent concession agreement or contract covered
Page 12
by 49 CFR Part 23, that it enters and cause those businesses to similarly include the
statements in further agreements.
c. Pay all business/personal property taxes assessed against Licensee's personal property
situated 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.
d. Comply with the rules and practices as set forth in the current Pitkin County Airport
Security Program as amended from time to time. Any fines assessed against the
County by the TSA as a result of the Licensee's failure to comply with the provisions of
this paragraph or other intentional or negligent acts or omissions of Licensee, its
employees or agents will be paid promptly upon demand to the County by the
Licensee.
3. Airport Concession Disadvantaged Business Enterprise.( ACDBE)
Licensee shall provide an annual report (7/1 — 6/30) of ACDBE Participation in the format
prescribed by the COUNTY by November 30 of each year. In addition, Licensee shall
provide all information and reports required by COUNTY and shall permit access to its
books, records, accounts and other sources of information and its facilities as may be
determined by COUNTY to be pertinent to ascertain compliance with the regulations or
directives.
COUNTY may amend its ACDBE Program, as required by the FM and/or that ACDBE
Program, including the percentage goal, and/or might amend that ACDBE Program
consistent with amendment of applicable federal law. Licensee shall use good faith efforts
to comply with any such amendment consistent with federal law and the terms of the
ACDBE Program.
As applicable, and consistent with all other terms hereof, Licensee shall abide and be
bound by COUMY's ACDBE Program adopted and as it might be amended pursuant to 49
C.F.R. Parts 23 and 26. In accordance with those 49 C.F.R. Parts 23 and 26, COUNTY has
implemented an ACDBE Program under which qualified firms may have the opportunity to
operate an Airport concession. Licensee shall use good faith efforts, as defined by federal
law and that ACDBE program, to achieve any ACDBE participation goal of .6%, as such
goal might be revised.
4. Modifications, Alterations and Improvements. The Locations may 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 without the prior written consent of the County and upon such terms and
conditions as the County shall require, in its sole discretion. Any improvements or
alterations to the Location with respect to which County has given its written consent,
shall be done at Licensee's sole cost and expense and Licensee shall not cause or
permit any statutory claims or liens to be filed against the Location or other
improvements thereon by reason thereof and hereby does indemnify the County
against all costs and liabilities arising from such claims or liens filed as a result of
Page 13
Licensee's activities. 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 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, alterations 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 there from.
5. Utilities. County shall, at no additional cost to Licensee, provide common heat, trash
removal from areas open to the public, lighting and ventilation in connection with the
Licensee's space 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 against the Location arising from unpaid or disputed utility bills and hereby does
indemnify the County from costs or liabilities arising therefrom. If, during this License term,
the Airport is required to increase its water, sewer, gas or electrical service and 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 before the Pitkin County
Hearing Officer.
6. Maintenance and Repair. With respect to the maintenance and repair of the Airport Airline
Terminal and areas, including the advertising locations, the County and the Licensee shall
have the following obligations:
a. County shall, at the County's own expense, keep the structure 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 advertising displays in the
Location, including 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 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.
7. Licensee's Personal Property/Trademarks. All personal property, equipment, furnishings,
decorations and trade fixtures placed upon the Location by Licensee shall 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 represents that it is (and will be for the entire term hereof) the owner of or fully
authorized to use any and all services, processes, machines, articles, trade names,
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 representatives free and harmless of and from any loss, liability,
expense, suit, demand or claim for damages in connection with any actual or alleged
Page 14
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.
8. Substitution of Pitkin County Airport 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 advertising display space 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
therefrom. The new or substituted facilities shall be comparable to the
previous facilities in terms of size, location and finish, all in the reasonable
discretion 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 substitution 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 termination 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 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
comparable size and with comparable facilities and shall, at County's expense,
provide thereon facilities reasonably comparable to the facilities existing on the
Location, either by the relocation of the existing facilities and/or by the
construction of new facilities.
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 shall 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.
9. Destruction of Buildings and Other Improvements. If the buildings 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 Location, as provided below), restore and repair the same to
tenantable condition as speedily as possible and the fees and charges for the occupancy of
the untenantable space shall be abated, in whole or in part, during the period of such
Page 15
restoration and repair according to the portion of the buildings or other improvements so
rendered untenantable; except that there shall be no abatement of rent if such fire or other
casualty shall be caused by the intentional acts or negligent ads or omissions of Licensee,
its agents, employees, invitees or licensees. Notwithstanding the foregoing, 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 to contribute to the costs of such
restoration and repair in an amount equal to such deficiency.
10. Indemnity and Insurance Requirements
a. The Licensee (including, by definition here and hereinafter, its officials, employees,
agents and representatives, sub, Licensees and suppliers), shall and hereby does release,
discharge, indemnify and hold harmless the County of Pitkin and its officials, employees,
agents and representatives from and against liability for any claim, demand, loss,
damages, penalty, judgment, expenses, costs (including costs of investigation and
defense), fees (including reasonable attorney and expert witness fees) or compensation
in any form or kind whatsoever for any bodily injury, death, personal injury, or property
damage arising out of or in connection with any negligent act, intentional ad, error or
omission by the Licensee, and for any consequential 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 sole negligence 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 hereto at its sole
expense and shall bear all other costs and expenses related thereto, even if the claim,
demand or lawsuit is groundless, false or fraudulent.
c. 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 and others as speci-
fied from claims for bodily injuries, death, personal injury or property damage, which
may arise out of or result from the Licensee's ads, errors or omissions. The following
insurance coverage, at or above the limits indicated and including such endorsements
are required:
1. Statutory Workers'Compensation: Colorado statutory minimums
2. Commercial General Liability—ISO 1998 Form or equivalent
(With County named additional insured)
Each Occurrence Limit $2,000,000.00
General Aggregate Limit $4,000,000.00
Products/Completed Operations Aggregate Limit $2,000,000.00
Page 16
Comprehensive Form (all risks) to include:
o Premises/Operations
o Products/Completed Operations
o Contractual Liability
o Independent Licensees and Sub/Licensees
o Broad Form Property Damage
o Personal Injury
3. Business Auto Coverage:
Combined Single Limit Liability (each accident) $1,000,000.00
Including all owned, non-owned, and hired vehicles.
4. Professional Liability Coverage:
Media Professional Liability $1,000,000.00 each claim
5. Proof of Insurance:
To provide evidence of the required insurance coverage, copies of
Certificates of Insurance in a form acceptable to the County shall be filed
with the County no later than ten (10) calendar days prior to com-
mencement of operations affecting the County. Failure to file or maintain
acceptable Certificates of Insurance with the County is agreed to be a
material breach of any contract. These Certificates of Insurance shall
contain a provision that coverage afforded under the policies will not be
canceled or materially altered unless at least thirty (30) calendar days
prior written notice by certified mail, return receipt requested (effective
upon proper mailing), has been sent to the Procurement Officer. (For
purposes of this provision, "materially altered" shall mean a change
affecting the coverage's required herein, including a change to policy
limits as set out in the then-current policy declarations page).
Licensee agrees that if requested by the Procurement Officer or other
County official at any time during the term of this agreement, the
Licensee shall file with the Procurement Officer a certified statement as to
claims pending against the required coverages, reserves established on
account of such claims, defense costs expended and amounts remaining
on policy limits within 30 days of the request.
ii. In addition, these Certificates of Insurance shall contain the
following clauses:
a. The clause "other insurance provisions," in a policy in which
the County of Pitkin holds a Certificate, shall not apply to the County
of Pitkin.
b. The insurance companies issuing the policy or policies
hereunder shall have no recourse against the County of Pitkin for
payment of any premiums or for assessments under any form of
policy.
Page 17
c. Any and all deductibles in the above-described insurance
policies shall be assumed by and be for the amount of, and at the
sole expense of the Licensee.
d. Location of operations shall be: "all operations and locations
at which work for the referenced Project is being done."
iii. Certificates of Insurance for all renewal policies shall be delivered to
the County at least fifteen (15) days prior to a policy's expiration date
except for any policy expiring on the expiration date of this contract or
thereafter.
iv. The County reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this
contract.
11. Rights of Seizure. County shall not be liable in any respect to Licensee in the event of any
seizure of all or any part of the Location, or the buildings and other improvements located
thereon, by the United States of America or the State of Colorado in time of 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.
12. 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 of County, which consent shall not be unreasonably withheld. In
support of its right to approve proposed assignments, the County may require, in advance
of any proposed assignments, the County may require, in advance of any proposed
transaction restricted hereby, Licensee to provide evidence of the successful relevant
business experience and 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 of or creating rights or
obligations in third parties affecting this Agreement. Examples of transactions covered by
this restriction include, 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 Licensees'
assets; and the assignment, in one or a series of related transactions, of 15% (fifteen
percent) or greater of the Licensee's voting stock.
13. Relationship of Parties. It is the intent and agreement of the County and the Company
that they shall have the relationship respectively of Licensor/Licensee and
Permittor/Permittee hereunder, and nothing contained herein shall be deemed or
construed to constitute the parties as partners or joint ventures, and in no event shall
County be liable for any loss which may result from the operations of Licensee upon the
Location or for any indebtedness incurred by Licensee in the operation of its business on
the Location or for the claims of third parties against Licensee in the conduct of its
Page 18
business. In addition, County shall not be liable in any manner to the Licensee for any
damages the Licensee may incur due to the inability of the County to deliver possession of
the Location, or any part thereof, to the Licensee for reasons beyond the reasonable
control of the County.
14. Non-Liability of County's Agents 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.
15. Default and Termination: The standards and procedure for declaration of default and
termination of this Agreement shall be as follows:
a. The following events are to be considered Incidents of Default hereunder:
1) Failure to make full and timely payments of Minimum Annual Guarantees,
percentage fees or any other fees or charges due and payable hereunder; or
2) The creation, maintenance, failure to correct or sufferance of a dangerous or
hazardous condition on or emanating from the Location; or
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 Licensee's 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 License and Use Agreement.
b. Notice of Defaults/Right to Cure. The party aggrieved by an Incident of Default hereunder
shall declare a default hereunder 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 therefore. After the effective date of such Notice, the time
periods for cure shall be:
1) Within three (3) business days if the default is maintenance of a hazardous condition
or failure to maintain and/or prove required insurance coverage(s); or
2) Within ten (10) calendar days if the default is failure to make full and timely
payments hereunder; or
3) Within twenty (20) calendar days if the default is in the performance of any other
obligation or conditions to be performed under the provisions of this Agreement.
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 diligently prosecuted, the aggrieved party will, upon request and
proof of these mitigating circumstances, 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 Incident(s) of Default are noticed as
provide 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
Page 19
delivery of written Notice of Termination to the defaulting party, which Notice shall be
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 there from, 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 equity, including damages.
16. Notices. All notices required or authorized to be given hereunder shall be in writing 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, 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.
17. Representations 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 seq. of the Colorado
Revised Statutes (Bribery and Corrupt Influences) and Section 18-8-401, et seq. of the
Colorado Revised Statutes (Abuse of Public Office) 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 or in the business to be
conducted upon the Location by the Licensee.
18. General Provisions.
a. This License contains the entire agreement of the parties and there have been no
oral or written promises, representations or agreements, either express or implied,
except as expressly set forth herein. Any and all prior agreements or
understandings between the parties are expressly agreed to have merged herein.
b. The provisions of this License shall be severable and the invalidity of any provision
hereof shall not affect the validity of any other provision hereof.
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 or any right of remedy hereunder shall be effective unless in writing
signed by the party.
Page 20
e. The parties agree that this Agreement was negotiated by the parties hereto mutually,
that each has had adequate 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
connections with such proceeding.
g. This License shall be governed by and construed in accordance with the laws of the
State of Colorado and venue is agreed to be exclusively in the courts of Pitkin
County, Colorado.
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. This License shall be executed in duplicate originals, with one original to be held by
each party.
19. Authority of Licensee's Representative. 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.
Page 21
LICENSEE
•
By: ..y ,. •..\ Date: S • 1 r . �y
Dave Starensier
President All-Star Media
LICENSOR
PITKIN COUNTY, COLORADO
0233 E. Airport Rd., Suite A
Aspen, Colorado 81611
A T: / BOARD OF COUNTY COMMISSIONERS OF
/ PITKIN COUNTY, COLORADO
Jeat tte Jones Jon Peaco
Deputy Clerk and Recorder County Manager!ann�ager
Date: � f/Qeptit
APPROVED TO FORM: APPROVED AS TO CONTENT
„made / 64 00001
LEA, {10.10,- Jim Elwood, A.A.E.
/�
�ISstiMptCounty Attorney Airport Director
Page 22
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