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HomeMy WebLinkAboutbocc.con.250.19 - BOCC �� ���*�NTQ # ����~ '� /�/ ��- ���� '�����/ ��`/. " /_/°�~-' LICENSE AND USE AGREEMENT FOR OFF-AIRPORT RENTAL CAR OPERATOR Page Number 1. License of Premises 2 2. Operations 2 3. Term 3 4. Payments and Security 3 5. Security 5 G. Reserved Rights of County 5 7. Use of Premises 6 8. Coordination with other Airport Users 6 S. Off-Airport Rental Car Operators 7 10. Compliance with Applicable Laws and Regulations 7 11. Requirements of Company's Operations 8 12. Company Reports and Books and Records; County's Right toAudit............................................... .....................' 8 13. Environmental Quality Improvement Plan 10 14. Grievance Procedure 10 15. Snow Removal 11 16. Company's Personal Property/Trademarks 11 17. Indemnity 11 18. Insurance 11 19. Assignment 13 20. Relationship of Parties 13 21. Non-Liability of County's Agents and Employees 14 22. Default/Termination 14 23. Notices 14 24. Representations of Company 14 25. General Provisions 14 26. Authority of Company's Representative 15 Signature Page 15 Page 1 of 17 LICENSE AND USE AGREEMENT FOR OFF-AIRPORT RENTAL CAR OPERATOR THIS LICENSE AND USE AGREEMENT entered into the date of the signature between the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a Colorado home-rule County,whose address is 530 East Main St., Suite 3U2.Aspen, Colorado 81G11 (''County^or''Licmnaor"). and Gitibinand Associates, Inc. d/b/a Go Rentals whose principle office address is 4320 Campus Drive, Newport Beach, CA 92660 ("Company"). WHEREAS, the County is the owner, sponsor and operator of the Aspen/Pitkin County Airport, located in Pitkin County in the vicinity of Aspen, Colorado(hereinafter the"Airport"); and WHEREAS, the County has the authority to operate and manage the Airport,to regulate commercial activities at the Airport and to lease and license space thereon, pursuant to, inter alia, C.R.S. §§3U-11-1O7. 30-15-401, 30-35-201/202, 41-4-101 @t sea., as amended, Title X of the Pitkin County Code, as amended and Section 8.7 of the Pitkin County Home Rule Charter; and . WHEREAS, Company is engaged in the business of a commercial rental car operator in which service and business it desires to non-exclusively occupy and use in common with other companies and the public some of the Commercial Traffic Circle of the Airport and the Public Traffic Circle for commercial purposes; and NOW, THEREFORE, in consideration of the mutual covenants,terms and conditions contained herein, the parties hereby agree as follows: 1. License of Premises. The County hereby grants to Company a non-exclusive, revocable license to operate its motor vehicles upon the property of thAirport in the conduct of its off-airport car rental agency business and to pick up and discharge its pre-booked customers at the Commercial Traffic Circle outside the"arrivals/baggage claim"area of the terminal at the Airport for the term and subject to the conditions set forth in this Agreement. 1.1 Company shall be permitted to pick-up by pre-arrangemont with its customer and to drop off any customer who has returned his or her rented vehicle to the Company's off airport office, at the location of any Fixed Base Operator("FBO") facility located at the Airport where said customers have arrived or will be departing upon General Aviation aircraft. The FBO pick-up and drop-off shall be as directed by the fixed-base operator. 1.2 This Agreement does not authorize Company to park motor vehicles anywhere on Commercial Airport Property. Any commercial activity not expressly authorized under the terms hereof is expressly prohibited. 2. Operations. Operations which shall not be permitted include specifically, but are not limited to,the following: Page 2 of 17 ' 2.1 Company agrees that neither it nor its drivers, agents and employees shall solicit customers on Airport premises nor engage in any activities at the Airport intended to persuade members of the public to utilize its vehicles and/or services. Such pick-ups shall be incidental to pre-arranged trips and pick-ups by the Company. 2.2 Solicitation, either in person or by written materials (other than those specifically approved by County), of customers in the air carrier terminal or anywhere on the premises of the Airport. 2.3 Writing or execution of car rental contracts anywhere on the Airport premises except the FBO. 2.4 Storage of rental vehicles anywhere on the premises of the Airport except with an agreement with the FBO. However,this shall not be construed so as to prohibit rental car customers from parking their cars in designated public parking areas on the Airport during the term of their rental agreement. 2.5 Location of or permitting any customer to pick up or drop off any rental vehicle on the premises of the Commercial Airport. 2.6 Maintenance of any rental booth, counter or other location, with or without a Company representative on site, anywhere on the premises of the Airport except at any FBO. A courtesy telephone listing at either the air carrier terminal or at any FBO premises shall not constitute a booth or location under the terms hereof. 2.7 Parking or stopping any courtesy auto, van or limo in the Public or Commercial Traffic Circles for any period of time other than to meet and load or drop- off any customer who has previously contacted Company and requested a pick up or drop-off. 2.8 Any use of or occupancy of the Airport's Storage Lot Space or Joint Use Service Facility which is to be used only by the on airport rental car companies under a separately executed Joint Facilities Lease and Redevelopment Agreement. 2.8 Any use of or occupancy of Airport property not expressly permitted by this License is prohibited, except by separate prior written permission from the County and under such terms and conditions as the County may require. 3. Term. The initial term of this License and Use Agreement shall commence on February 23rd , 2019 and expire at m)d'night. December 31, 2019. unless earlier terminated as provided herein. 4. Payments and Security. 4.1 County Charges. Company shall pay to the County a sum equal to Ten percent(10%)of all Company's gross revenues attributable to motor vehicle rentals to the Airport Customers. Airport Customers shall be defined as a customer who, arrived at the Airport on a scheduled airline or general aviation aircraft in the 24 hours preceding the pickup of the Customer by the Company. The fee shall be paid to County by the Twentieth (20th)day of the month for the preceding calendar month. Page 3 of 17 4.2 "Gross revenues" or"gross receipts"shall mean all amountsreceived by Company, or which Company is entitled to receive,for the rental of motor vehicles from transactions on,from or through the Airport or to persons who have deplaned at the Airport and for all other services and activities performed by Company in, at, upon,from or through the Airport in connection with its rental car concession operating privileges on the Airport including, without limitation, daily fees, mileage charges,ski racks, navigation units, car seats, refueling charges and all revenue not specifically excluded herein. Gross revenues or gross receipts to the Company shall be deemed received at the time the sales, lease or service transaction occurs giving rise to Company's right to collect said monies, regardless of whether said transaction was conducted in person, by telephone, e|ectnonicoUy, by mail or by any other method of information transmission,whether the transaction was for cash or credit, and of for credit, regardless of whether the Company 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 determined by Company at a later date to be uncollectible shall not offset future percentage fees owed the County. If the initial rental car contract entered into between Company and a rental car customer is subsequently amended, solely because the customer's actual time and mileage 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 Company actually receives or is entitled to receive, under the amended rental car contract with its customer. Gross revenues or gross receiptshall not include: a. Federa|, state or municipal sales tax, and CFCs separately stated and collected from customers: b. Amounts Company receives, or is entitled to receive,for the sale, disposition, loss, conversion, or abandonment of Company's used motor vehicles and other equipment, personal property, and trade fixtures not in the normal course of the commercial rental car business permitted hereunder; c. Amounts ceived for incidental safety related services (handicap operating equipment, special tires, etc.), so long as the fee to the customer for such services is reported to the County and bears a reasonable ne|edionahip, in the reasonable discretion of the County, to the cost of providing the safety related services; and d. Amounts Company identifies as point-of-sale discounts, refunds or customer service adjustments, as long as such discounts, refunds and adjustments of a written Company business policy for such discounts, refunds or customer service adjustments,which policy is approved in advance by the County. Page^m^r e. API revenues excluded under this paragraph shall be reported to the County and subjecto verification and audit as provided herein. 4.3 It is not the intention of the parties hereto that the County shall get or control the price of any service offered by Company to its customers; but rather to prevent the Company from diverting income from basic car rental fees to accessory or incidental fees. 4.4 Monthly Reports. Company shall submit monthly reports of its gross receipts for the preceding month by the day of each month. If Company has conducted no business activity during the preceding calendar month, it must report that fact by the fee due date. Even if no activity is generated during that month a failure to report will result in a$150.00 penalty plus any monies owed including late fees. 4.5 Payments. All payments shall be made to the Aspen/Pitkin County Airport, 0233 E.Airport Road, Suite A, Aspen, Colorado 81611. 4.6 Delinquent Accounts. All payments hereunder shall be considered delinquent if not received by the last business day of the month due. All delinquent amounts shall accrue interest on the entire unpaid and delinquent balance at the rate of two percent(2%)per month. Default interest shall be immediately due and payable, along with the delinquent principal, within ten (10)days after written demand. Amounts received shall be credited first to any accrued interest,delinquent principal and then to current payments due. 4.7 Company Accounting and Annual Statement. For the purpose of ascertaining the amount payable as herein provided, Company shall keep an accurate eocuuntofaUdai|ysa|aoandrevenueomodebyCbmpanyin. on. orfromtheAirport. the same to be entered into a book of a permanent nature which shall be available to the County for its inspection upon demand. Within sixty(60)days after the end of each calendar year, Company shall furnish to County an annual statement of its Gross Receipts generated during the preceding calendar year,the accuracy and completeness of which statement shall be attested under oath under penalty of perjury by an officer of Company. Failure to do so will result in a$500.00 penalty plus any monies owed and late fees as estimated in this agreement. 4.8 Audit. The County reserves the right to audit Company's statements, books and records, including examination of the general ledger and all other supporting material, including tax returns, at any reasonable time during business hours, verifying the Gross Receipts. If the audit establishes that Company has understated or overstated the Gross Receiptexactly one percent(1%)or more,the entire expense of said audit shall be borne by Company. Any additional payment due from Company shall forthwith be paid to the County, with interest thereon at 2 percent (%)per month from the date such amount originally became payable to the County. Any overpayment by Company shall be credited against further payments due to the County. Page nm1r 5. Security. To secure the monthly payment obligation, Company agrees to provide and County agrees to accept funds made payable to the County in the Amount of Three Thousand Dollars($3,000.00), in a form acceptable to the County, including but not limited to a certified or cashier's check or concession bond. If County shall receive payment from the Security Deposit, such amount shall be credited to amounts owed to County by Company. Immediately after County receives payment from the Security Deposit, Notice shall be given to Company of payment. Company shall furnish County with another deposit of identical terms and amount within five(5)days receipt of this Notice. Failure to provide an identical replacement deposit shall constitute a default of this Agreement. Nothing herein shall imply that the amount of Three Thousand Dollars ($3,000.00)constitutes liquidated damages for default of this Agreement. 6. Reserved Rights of County. County reserves the following rights with respect to the Premises and the uses and operations to be conducted thereon by Company. 6.1 County reserves the right to unimpeded access over and across the Commercial Traffic Circle and Public Traffic Circle; provided, that County shall not, in the exercise of this reserved right, unreasonably interfere with Company's use of same. County shall be entitled to enter upon those areas, 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 County's rights hereunder. 6.2 County reserves,for the use and benefit of the public,the right of flight for the passage of aircraft in the air space above any portion the surface of the Airport in which Company has been granted rights hereunder, together with the right to cause in and around said air space such noise as may be inherent in the operation of aircraft utilizing the Airport. 6.3 County reserves the right to dineot, in its sole discrmtimn, all activities of the Company at the Airport in the event of an emergency. 6.4 County reserves the right to grant leases, licenses, uses, permits or rights to other parties to operate on the Airport so long as such other grants do not unreasonably interfere with Company's operations. 6.5 The County reserves the right to direct, in its reasonable discretion, Company's operations in the event that Company's operations are unreasonably interfering with the use by others of the Airport; e.g., to restrict the use of"public"areas of the Air-Carrier Terminal and public-access curbs, sidewalks and roadways in favor of the traveling public. 6.6 County reserves the right to establish and enforce reasonable rules and regulations for the conduct of activities and uses permitted herein. County reserves the right to further plan, develop, improve, remodel and/or reconfigure the Airport, including existing vehicle and pedestrian traffic patterns, as County deems appropriate,without interference or hindrance by the Company, and County shall have no liability hereunder to Company by reason of any interruption to Company's operations on the Premises occasioned by such County activities; provided, however, Page 6 of 17 that County shall consult in advance with Company on such changes and if Company shall be unable to conduct reasonably normal seasonal business operations on the Premises by reason of any such County activities, then the fees hereunder shall be equitably adjusted during the period of such interruption. 6.7 The County reserves the right, in its sole discretion, to enter into agreements for the financing or re-financing of the Airport, and Company agrees to cooperate in providing information to prospective lenders and in providing estoppel certificates, if so requested. Notwithstanding Section 4, such information provided by the Company shall be limited to certified financial statements of gross revenue or receipts paid to the County under the terms of this Agreement. 6.8 County reserves the right to prohibit any commercial or non-commercial activity by Company, its agents and employees on the Airport,which activity is not expressly permitted herein. 6.9 County reserves the right to establish and enforce reasonable rules and regulations for the conduct of activities and uses permitted herein. 6.10 County reserves the right to further plan, deve|op, improva, remodel and/or reconfigure the Airport, including the Premises and existing vehicle and pedestrian traffic patterns, as Codeems appropriate without interference or hin- drance by the Lessee, and County shall have no liability hereunder to Lessee by reason of any interruption to Lessee's operations on the Premises occasioned by such County activities; provided, however, that County shall consult in advance with Lessee on such changes. Additionally, possibility of terminal and airfield closures due to construction, security or bad weather might occur. Good faith efforts will be attempted by Pitkin County to minimize the effects on the operations. 7. Use of Premises. Any occupancy, use, activity, display or product not specifically permitted herein shall be and is hereby prohibited, except as by separate prior written permission from the County and under such terms and conditions as the County, in its sole discretion, shall determine. 8. Coordination with other Airport UCounty and Company acknowledge that each has rights and obligations arising from various third-party agreements with other Airport users. County and Company agree to cooperate with each other to effectuate these third-party agreements, so long as such agreements are not illegal, impossible or do not unreasonably interfere with Airport operations or the rights and obligations of the various parties including Company. County and Company acknowledge their respective obligations as signatories under the following agreements with on-airport nant-a-onr; oircarhmro; thefuU'pen/icefimadboaepperator; uommemcia|gnound transportation operators;or any other agreements as the County may amend or enter into from time to time in the normal operation of the Airport. 9. 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 Air-Carrier Terminal in particular,to pick-up and drop-off their customers,to purchase advertising space on the Airport and within the Air-Carrier Terminal, and to establish a courtesy phone system on the Airport and within the Air-Carrier Terminal, all subject to fees and charges in common with other users of that classification. Page 7 of 17 10. Compliance with Applicable Laws and Recjulations. In connection with its use of the Premises and the conduct of its operation thereon, the Company shall comply with all federal, state and local laws, ordinances and regulations. 10.1 Company, and its employees, contractors and agents, shall observe the Pitkin County Airport Rules and Regulations, including but not limited to the Ground Transportation Rules and Regulations, as they exist on the date hereof and as they may be modified from time-to-time. Present applicable Airport regulations are as follows: 10.1.1 Airport Regulations, Title X, Pitkin County Code; 10.1.2 Airport Certification Manual with Airport Emergency Plan, inclusive; 10.1.3 Airport Security Program; 10.1.4 Ground Transportation Rules and Regulations; 10.2 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 Premises, or in the event of any planned modification or alteration of any present or future structure or building situated on the Premises. 10.3 Not discriminate against any person or class of persons by reason of race, color, sex, onaed, mo|igion, 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 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. 10.4 With reasonable advance notice, pay all taxes lawfully assessed against Company by reasons of Company's use and occupancy of the Airport in the conduct of Company's business thereon. 10.5 With respect to the parking regulations of the City of Aspen and the Town of Snowmass Village, Company agrees: 10.5.1 To distribute with each rental car contract an official parking information brochure that is published and provided free of charge to Company by the City of Aspen andfor the Town of Snowmass Village. 11. Requirements of Company's Operation. It is of primary importance to the County that, in the conduct of Company's use of the Airport facilities, Company provide off-airport rental car services of highest quality to users of the Airport commensurate with off-airport rental car operations of this size and traffic volume at first-class U.S. destination resort locations. To this end, Company agrees to provide adequately- trainmd. 00fetyconouiouo. environmenbeUy-senmiUva. hm|pfu|andcoudeouoperoonna|; sufficient rentable vehicles and necessary equipment and supplies; and conduct safe and efficient manner all traffic on the Airport. Page 8 of 17 11.1 Company hereby warrants and represents that in the conduct of its commercial automobile rental business within Pitkin Countyit shall at all times maintain full compliance with the applicable provisions of the Pitkin County Code, including specifically the Land Use Code. Upon a determination by the County that Company does not have all necessary and appropriate permits and approvals required by the Land Use Code for the operation of its business, Company shall be deemed in substantial breach of its obligations hereunder. 12. Company Reports and Books and Records: County's Riciht to Audit. The rights and obligations of the parties with respect to Company's reports and books of account are as follows: 12.1. Company shall file the following reports: 12.1.1. At the same time that Company is obligated to pay its monthly percentage of gross receipts herein, Company shall provide the Director of Aviation with an itemized statement showing the gross amount of revenues or receipts from all motor vehicle rental transactions occurring at its Pitkin County location(s)during the preceding calendar month, broken down by gross revenues. Said statement shall be signed and certified as complete and correct by an official of Company authorized to so certify. 12.1.2.Company shall file a report identifying all courtesy vehicles(by vehicle make, model,yIN, and license number)to be operated at the Airport. 12.1.3.At the beginning of this term and promptly updated as often as such forms are changed by Company, a sample copy of all Company's rental contact form(s) in use. 12.1.4.Company 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 through the Airport and the amount of percentage fees owed the County hereunder, particularly as it relates to all revenues or receipts attributable to Company's location(s)in Pitkin County, can be determined and verified, according to standard and accepted accounting and auditing practices. The books of account and records that Company 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 Company's business including, without|imitotion, all motor vehicle rental contracts and canceled contract forms, sales slips, cash register tapes, credit card invoices, monthly sales tax returns, sales and disbursement journals, general ledgers, bank statements, bank books, bank deposit slips, annual federal income tax returns, state sales tax returns and all Airport- related revenue reports submitted by Company to its franchiser and all computer Jrpomt-na|atedrevenumnepodooubmittedbyCompanytoitofranohinerando|| oomputer 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 records are not stored within Pitkin County, it shall be Company'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. 12.2. Company's financial record keeping and reporting system for all business conducted on or through the Airport or subject to this Agreement shall include, without limitation,the following: Page 9 of 17 / _ � 12.2.1.Complete, accurate and legible copies of all motor vehicle rental contracts for all rentals attributable to Company's Pitkin County operations. 12.2.2. 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. 12.2.3. Dai|y, weekly or monthly reports identifying all motor vehicles (by vehicle make, model and license number), available for rental or rented on or through the Airport for those periods throughout the term of this Agreement. 12.2.4. Any other document or procedure which, in the reasonable discretion of the County, is necessary or useful to determine or verify Company's obligations hereunder. Such new documents or procedures shaU be used or instituted a reasonable time after written notice thereof has been sent by the County to Company. 12.3. The County, annually, at the end of the term herein and upon a request by Company of assignment of its rights hereunder, unless expressly waived by the County, may conduct audits of Company's books of account and records,which audits shall be conducted upon reasonable notice, but not less than thirty(30)days advance written notice, to Company and during Company's normal weekday business hours. For purposes of this License and Use Agreement, the annual audit period shall be deemed to commence on June 1 of each year of the Agreement and to conclude on May 31 of the ensuing year. In performing said audits, County shall be entitled to review, and Company shall be obligated promptly to provide to the County upon demand therefore, all of the books of account and records that Company is obligated to maintain pursuant hereto, as well as other records, documents and files in Company'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 determine or verify the correct amount of reportable, includable and excludable revenues and gross receipts enjoyed by Company, and the correct amount of percentage rental owed by Company to the County,for the period involved. Should Company fail to maintain the books of account and records required to be maintained pursuant hereto, or should Company fail to permit County or its auditor to review Company'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 License. If any audit shows percentage compensation and other fees and charges that should have been paid to the County by the Company pursuant to this Agreement were understated or underpaid for any period involved, Company shall, within thirty(30)days' notice by County of and such deficiency, pay to the County the full amount underpaid, plus two percent(2Y6)m$*nas* 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 one percent(1%)of the total compensation that was owed by Company to the County for the period involved, Company, in addition to paying the County the underpayment owed and interest accrued thereon, shall within thirty(30)days'written 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 the percentage compensation paid to the County Page 10 of 17 by Company, the County shall refund the amount of overpayment to Company within thirty(30)days of said audit. The County shall hold all information obtained from any such audit in confidence, except as may be nece§sary 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. 12.4 Prior to the approval by the County of assignment or transfer of any financing, equity or operational interest in this License or Company of 5% or greater, excluding publicly traded stock, the County shall be entitled to a gross revenue audit as provided hereinabove at the sole expense of the Company. 13. Environmental Quality Improvement Plan (EQIP). 13.1. Pitkin County's stated goal is to plan for and continually reduce environmental degradation caused by rental car operation in areas including, without limitation, pollution by CO, CO2, Chlorofluorocarbon 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 BOCC that all County Lessees, Company's and Permittees(LLPs) including specifically rental car operators, strictly comply with all environmental rules and regulations and be sensitive to all present and future environmental issues. The County gives notice that environmental compliance and sensitivity to environmental issues are and will be substantial factors in future performance reviews and procurements. 13.2. Company shall diligently accomplish and/or comply with Airport Environmental Quality Improvement Plan (EQIP) regarding its vehicles used on the Airport premises as follows: 13.2.1. Promptly after the execution of this Agreement, Company agrees to institute the following: 13.2.2.1. No cars in control of Company's employees during all of its operations, including washing,fueling and moving, shall be permitted to idle for longer than one minute, but shall instead be turned off and restarted. 14. Grievance Procedure. The parties each recognize that it is in the public interest and to their mutual benefit that a satisfactory range of rental car operation services be made available to the public in a promptefficient Tothadend. Companymnd �ounb/nha|| meetb�wtharfrom time hotime, upon 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 Company related to its Airport activity. Company 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. 15. SnowRemoval. County shall, at County's own expense, and subject and secondary to County's obligation to maintain clear public roads and runways on the Airport, remove the snow from those areas of the Premises which are open to public use and which are utilized for the passage of motor vehicles in the same manner, Page 11 of 17 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 accomplish such snow removal. 16. Company's Personal Property/Trademarks. Company represents that it is the owner of or fully authorized to use any and all services, processes, machines, articles, trademarks, logos, names or slogans to be used by it in its operations under or in any way connected with this Agreement. Company 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 alleged or made by a third party 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 Company under or in any way connected with this Agreement. 17. Indemnity. 17.1 The Company, (including, by definition here and hereinafter, the Company's employees, officers, agents, representatives, contractors, invitees and any parent company or companies)shall and hereby does release, discharge, indemnify and hold harmless the County 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 intentional act or negligent act, error or omission by the Company arising out of the operations of Company under or in any way connected with this Agreement, or for any resulting liability alleged to accrue against the County on account of such acts,errors or omissions; provided, however, that such indemnity shall not be construed as an indemnity for bodily injury, death, personal injury, or property damage arising from the wholly, or in part, negligence or intentional acts of the County or its employees. The Company 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 18. Insurance 18.3. In whole or in part, the Company 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 Company's 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 Workers'Compensation: Colorado statutory minimums 2. Commercial General Liability—ISO 1998 Form or equivalent (With County named additional ins Each Occurrence Limit $1.000.000.00 General Aggregate Limit $3.000.000.00 Products/Completed Operations Aggregate Limit $2.000.000.08 Page 12 of 17 _ Comprehensive Form(all risks)to include: o o Products/Completed Operations o Contractual Liability o Independent Companys and Sub/Companys 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. 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 commencement 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 hmne|n, including a change to policy limits as set out in the then-current policy declarations page). Company agrees that if requested by the Procurement Officer or other County official at any time during the term of this agreement, the Company shall file with the Procurement Offioer 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. iiIn addition,those 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 Cedificabe, 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. 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 Company. Page 13 of 17 d. Location of operations shall be:"all operations and locations at which work for the referenced Project is being done." 0. 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. 19. Assignment. Company shall not, by act or operation of law, assign this License and Use Agreement, an interest herein, any right or obligation of Company hereunder, or a controlling interest in the ownership or operation of Company's business entity, without the prior written consent of County. In support of its right to approve proposed assignments, the County may require, in advance of any proposed transaction restricted hereby, Company 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 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, oonveyanca, tnanofer, sub|icenoe, 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 orotate banhruptcy, receivership or other insolvency proceeding; any assignment of all or substantially all of Company's assets; and the assignment, in one or a series or related transactions, of fifteen percent(15%)or greater of the Company's voting stock. 20. Relationship of Parties. It is the intent and agreement of the County and the Company that they shall have the relationship respectively of Licensor/Company and Permittor/Permittee hereunder, and nothing contained herein shall be deemed or construed to constitute the parties as partners or joint venturers, and in no event shall County be liable for any loss which may result from the operations of Company upon the Premises or for any indebtedness incurred by Company in the operation of its business on the Premises or for the claims of third parties against Company in the conduct of its business. In addition, County shall not be liable in any manner to the Company for any damages the Company may incur due to the inability of the County to deliver possession of the Location, or any part thereof, to the Company for reasons beyond the reasonable control of the County. 21. Non-Liability of County's Agents and Employees. No official, agent, or employee of County shall be personally liable to Company in the event of any default or breach hereunder by County. Page 14 of 17 22. Default/Termination. Failure to perform or comply with any of the provisions of this Agreement, including the failure to remit any fees or charges as contained in Section 4 hereof or the failure to make or provide reports and an accounting as required in Section 12 hereof, shall constitute a default of this Agreement. 22.1 If any party is or becomes a debtor in a bankruptcy proceeding before any United States District Court, either voluntarily or involuntarily, such event shall constitute a default of this Agreement. 22.2 If the party in default of this Agreement does not cure such default within ten (10)days after receipt of written notice of default, the non-defaulting party may declare this Agreement terminated and all obligations to perform hereunder at an end. Declarant of termination of this Agreement shall be given to the opposite party. The date of termination shall be fixed as the expiration of ten (10)days after receipt of written notice of default. 22.3 Either party may terminate this agreement with thirty(30)days written notice to County. 22.4 At the termination of this Agreement, all fees, charges and other remittances, which are unpaid shall become immediately due and payable. All accounts and remittances not paid at the termination of this Agreement shall accrue interest at the rate of two percent(2%)per month. 23. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be hand-delivered or sent by registered or certified regular mail, postage pre-paid and via e-mail (electronic delivery)to the mailing and e-mail addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. To: Pitkin County With copies to: Director of Aviation Pitkin County Attorney's Office 0233 E. Airport Rd. Ste.A 530 East Main St., Suite 301 Aspen, Co. 81611 Aspen, Colorado 81611 Emai|:Attonmay@pithinoounb/.00m To: Gitibin and Associates, Inc. With Copies to: d/b/a Go Rentals Attorney not on file 4320 Campus Drive Newport Beach, CA 92660 24. Representations of Company. Company represents and warrants to County as follows: 24.1. Company, and those individuals executing this License on behalf of Company, represent and warrant that they are familiar with section 18-8-301, et seq. of Page 1smn the Colorado Revised Statutes (Bribery and Corrupt Influences)and Section 18-8-401, et aeg. of the Colorado Revised Statutes (Abuse of Public Office)and that no viola- tions of the provisions thereof are present. 25. General Provisions. 25.1. 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 understanding between the parties are expressly agreed to have merged herein. 25.2. 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. 25.3. 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 Company, shall only be amended by a writing approved by a Resolution of the Board of County Commissioners at a duly-noticed public meeting. 25.4. The failure of either party hereto to exercise any right or remedy hereunder shall not be deemed a waiver thereof or a waiver of the right 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. 25.5. 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. 25.6. 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 proceedings. 25.7. 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 Counb/, Colorado. 25.8. This License shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns. 25.9. This License shall be executed in duplicate originals, with one original to be held by each party. 26. Authority of Company's Representative. As an inducement to the County to execute this Agreement,the undersigned representative of Company represents that he/she is expressly authorized to execute this Agreement and to bind Company to the Page,om1r terms and conditions hereof and acknowledges that the County is relying on this representation, authorization and execution. IN WITNESS WHEREOF,the parties have executed this Agreement,as follows: County: Company: FOR THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO itAvA, 6-tatar-07-2019 60.41/4 (fm& Mar-07-2019 By: By: Kavous Gi ti bi n John S.Kinney presi dent Director of Aviation Page 17 of 17 MOW. PATIO SHELTER HANGAR ANNUAL LEASE AGREEMENT THIS PATIO SHELTER HANGAR LEASE AGREEMENT, is entered into and effective this March 13, 2019 and will automatically terminate effective February 17, 2019 by and between the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a political subdivision of the State of Colorado ("BOCC") and Nine Six Charlie Bravo,LLC ("Lessee"). RECITALS A. The BOCC owns and operates the Aspen/Pitkin County Airport,located in Pitkin County, Colorado("Airport"). B. Lessee, Nine Six Charlie Bravo, LLC,wishes to lease a patio shelter hangar number B-16, located on the Airport, as shown on Exhibit A,and to park the aircraft with tail number M20J owned or leased by the Lessee in that hangar. NOW,THEREFORE,in consideration of the above Recitals and the mutual promises and representations set forth below,the parties hereby agree as follows: ARTICLE I.LEASED PREMISES A. The BOCC hereby leases to Lessee, and Lessee hereby leases from the BOCC, a patio shelter hangar on the Airport designated as Patio Hangar Space No. B-16 of the following described size SMALL,pricing to be as shown as Exhibit A and incorporated herein by this reference when completed by the BOCC, and any and all rights, privileges and appurtenances herein described as belonging to said space, subject,however,to all restrictions,Federal regulations and Airport regulations as may be promulgated from time to time. The Patio Hangar Space shall hereinafter be referred to as the"Leased Premises". B. Lessee is also granted the nonexclusive right to utilize such Airport runways, taxiways, and public use aprons ("airfield areas"), and such other rights of way and access across the Airport ("Airport rights of way"), as necessary for ingress and egress to its Leased Premises, and to the extent necessary to enable Lessee to utilize the Leased Premises for the purposes discussed herein. Lessee's use of said airfield areas and other Airport rights of way shall be on a nonexclusive, non-preferential basis with other authorized users thereof. Lessee shall abide by all directives of the BOCC, the Federal Aviation Administration ("FAA") and any other governmental entity having jurisdiction over the Airport, governing their use of said airfield areas and other Airport rights of way, either alone or in conjunction with other authorized users thereof. Furthermore, the BOCC may from time to time increase or decrease the size or capacity Page 1 of 10 of any airfield areas and other Airport rights of way or facilities (other than the Leased Premises), make alterations thereto, reconstruct or relocate them, modify the design and type of construction thereof, or close them, or any portion or portions of them, either temporarily or permanently, without being liable for any damages that may be caused Lessee thereby, and without being deemed to have terminated this Agreement as a result thereof. C. BOCC reserves the right to subordinate the provisions of this Lease to the provisions of any future agreement between the BOCC and the United States Government relative to the operation, maintenance or development of the Airport which agreement may be required as a condition precedent to the expenditure of Federal Funds for the development, maintenance or operation of the Airport, if such an Agreement is entered into between the County and the United States Government,the parties agree to execute an amendment to this Lease so as to remove any material inconsistencies between this document and any agreement with the United States Government. Furthermore, in the event that by reason of any such agreement with the United States Government as aforesaid,it becomes necessary to modify,relocate or remove any improvements or other structures situated on the Leases Premises,or to move the Leased Premises itself,Lessee agrees to modify,relocate or remove any such improvements or structures,or to move to a new location for the Leased Premises, as directed by BOCC. If, due to the conditions of any agreement between the BOCC and the United States government, the Leased Premises cannot be relocated at the Airport, the BOCC has the right to terminate this lease upon sixty(60)days notice to the Lessee by paying to the Lessee the then unamortized cost of the Lease as of the date of termination. ARTICLE II.GRANT OF USF A. The BOCC hereby grants Lessee the exclusive right to use the Leased Premises to park aircraft owned or leased by Lessee, or by any entity in which the Lessee has a bona fide ownership interest, and Lessee's automobile when the aircraft is in use. The Lessee understands that restrictions, including any prohibition required by County, state or federal law, may apply to the parking of automobiles. The restrictions will be at the discretion of the Airport Director. All uses by the Lessee shall be in compliance with the rules and regulations of the Airport and with all FAA regulations. The Lessee shall always keep the BOCC advised of the type of aircraft stored in the Leased Premises,and the tail number of that aircraft. B. Lessee shall not use, nor permit others to use, the Leased Premises, and any improvements thereon, to store automobiles or equipment unrelated to Lessee's use of the Leased Premises under this Agreement; to fuel any aircraft or vehicles in any manner that would violate the regulations of the Airport, or for any other purpose than Lessee's aeronautical services and activities authorized by Subparagraph A above, unless the BOCC authorizes Lessee, in writing, to use the Leased Premises, and any improvements thereon, for said additional purposes. ARTICLE III.TERM The term of this Patio Shelter Hangar Lease Agreement shall be deemed to commence at Page 2 of 10 12:01 a.m.on February 17,2019 and shall terminate at midnight on February 16,2020. The Lessee may terminate the Lease upon sixty(60)days notice to the BOCC,provided that in that event,the Lessee shall not be entitled to the return of any prepaid unamortized cost of the Lease. ARTICLE IV. RENT AND OTHER FEES A. Rent. 1. The monthly rent for the Leased Premises shall be: $612.67. The initial payment shall consist of the first month's rent,the last month's rent and a security deposit equivalent to one month's rent. Rent will be paid in advance and will be due monthly on the first of the month. The Lessor may increase the monthly rent once per calendar year. Any changes made in the monthly rent will be noticed prior to January 1st of each calendar year and shall be in effect for the remainder of that calendar year. B. Payment of Fees. 1. All billing for monthly payments for ground rent and other costs will be made by Atlantic Aviation, on behalf of the BOCC. Payment will be made to Atlantic Aviation, who will forward the collected payments to the BOCC. C. Interest. Any ground rental or other monies owed to the BOCC under this Lease Agreement which are not received when due, or any monies paid by the BOCC on Lessee's behalf which were Lessee's responsibility under this Lease Agreement, shall accrue interest at the rate of one and one-half percent(11/2%)per month compounded monthly from the due date or date when the BOCC made payment on Lessee's behalf,until receipt of full payment from Lessee. Any payments received shall be applied first to accrued interest, and then to the reduction of the actual amounts owed by Lessee. The BOCC has the option to draw money from security deposit to satisfy past due payments or reimbursements. If the security deposit is drawn down than it must be made whole by the first of the next calendar month. ARTICLE V.IMPROVEMENTS During the term of this Lease, Lessee shall have no right to construct any improvements, alterations, or additions to the Leased Premises, or to any improvements presently located thereon, in furtherance of Lessee's authorized use of the Leased Premises without the written consent of the Airport Director,which may be withheld at the discretion of the Airport Director. ARTICLE VI.MAINTENANCE AND UTILITIES A. During the term of this Lease,Lessor shall,at its own expense,maintain and keep all portions of the Leased Premises, and any improvements, fixtures and equipment which are part Page 3 of 10 of the Leased Premises,in good operating physical condition and repair. B. During the term of this Lease, Lessee agrees to keep Leased Premises in a safe and clean condition, and to not permit any unsightly accumulation of wreckage, debris, or trash where visible to the general public visiting or using the Airport. ARTICLE VII. DAMAGE TO AIRPORT Lessee shall be liable for any damage to the Airport and to any improvements thereon caused by Lessee, its officers, agents, employees, contractors, subcontractors, assigns, guests,invitees,or anyone acting under its direction and control; ordinary wear and tear excepted. All repairs for which Lessee is liable will be conducted under the direction of the BOCC. ARTICLE VIII. DEFAULT AND REMEDIES A. Events of Default. The following shall constitute defaults by Lessee: 1. Failure to pay monthly operational fees or electrical engine heating fees,or any other monies owed hereunder, or under any other agreements between the parties, when such monies are due; 2. Any other failure in the performance of any obligation required herein; 3. Lessee's general assignment of its rights, title and interest hereunder for the benefit of creditors;or the appointment of a receiver for Lessee's property if the appointment is not vacated within ninety(90)days; 4. Filing by or against Lessee in any court pursuant to any statute either of the United States or of any state, of a petition of bankruptcy or insolvency, or reorganization, or the appointment of a receiver or trustee, of all or a portion of Lessee's property if, within sixty(60) days after commencement of any such proceedings involving Lessee, such petition shall not have been dismissed; 5. Failure to comply with all statutes, rules, regulations and directives promulgated by the BOCC and other appropriate local,state and federal entities having jurisdiction over the Airport,including the Federal Aviation Administration("FAA")and the Environmental Protection Agency. Without limiting the foregoing, Lessee agrees to utilize its Leased Premises,and the common areas of the Airport,and all improvements thereon,in compliance with the Federal Aviation Regulations, including all amendments hereafter made, embodied in 49 C.F.R. Parts 107 and 108, which are specifically incorporated and made a part of this Lease Agreement. Lessee further agrees to perform all of its operations authorized hereunder in accordance with all of the terms and conditions of the rules and regulations for the Airport as the same may be amended from time to time. Page 4 of 10 B. Remedies Upon Default. Upon the occurrence of any of the events of default set forth in Subparagraph A above,the BOCC may exercise any one or more of the following remedies. These remedies shall be cumulative and not alternative: 1. The BOCC may sue for specific performance; 2. The BOCC may sue for recovery of all damages incurred by the BOCC, including incidental damages, consequential damages, if any, and reasonable attorneys'fees; 3. The BOCC may terminate this Lease Agreement and, at the option of the BOCC, any other agreement in effect between the parties. The termination of these agreements, however, shall only be effective upon written notice of same provided by the BOCC to Lessee. In no event shall this Lease be construed to be terminated unless and until such notice is provided. The termination may be effective immediately upon provision of said notice, or at any other time specified in the notice. If this Lease is terminated,Lessee shall continue to be liable for: (a)the performance of all terms and conditions, including the payment of all monthly ground rent and all other monies due or accrued hereunder prior to the effective date of said termination; and (b) all damages, including attorneys' fees and other expenses of collection, incurred as a result of any default. 4. Without terminating the Lease by so doing, and without further notice to Lessee, BOCC may re-enter the Leased Premises with or without process of law, repossess the Leased Premises and all fixtures and improvements thereon, and remove Lessee and any third parties who may be occupying or within the Leased Premises and all of their respective personal property, by using either such reasonable force as may be necessary, summary proceedings, ejectment, or any other means, the BOCC, in its sole discretion,deems appropriate without being deemed guilty of any trespass, eviction, or forcible entry and detainer by so doing. In such case, the BOCC shall be obligated to attempt, in good faith, to negotiate the reletting of the Leased Premises, and any improvements thereon, or any portion thereof, on behalf of Lessee, for such period of time and upon such terms and conditions as the BOCC deems appropriate. The BOCC shall in no way be obligated under the terms of this subparagraph to relet all or any portion of the Leased Premises, or any improvement thereon, to any third party, or upon terms and conditions, that are not acceptable to the BOCC, or which the BOCC, in its sole discretion, does not feel to be in the best interests of the Airport. Lessee hereby expressly authorizes BOCC to make any reasonable repairs or renovations necessary to relet the Leased Premises, or any improvements thereon,on Lessee's behalf. Assuming BOCC attempts to relet,the Leased Premises,in good faith, whether or not BOCC is able to relet the Leased Premises, Lessee shall remain liable for the performance of all terms and conditions of the Lease and the payment of all monies due under the Lease for the remainder of the leasehold term,although Lessee shall receive credit for any monies paid or conditions performed as a result of reletting. Lessee shall also be responsible for reimbursing the BOCC for all costs and expenses the BOCC incurs in reletting or attempting to Page 5 of 10 relet the Leased Premises, including reasonable repair and renovation costs. Finally, if, as a result of such reletting,BOCC becomes entitled to receive excess rentals or other benefits over and above what BOCC would have been entitled to receive under this Lease Agreement, BOCC shall be entitled to retain all such surplus rentals and other benefits, and Lessee shall have no rights or interest therein. 5. The BOCC may utilize any other remedy provided by law or equity as a result of any events of default. C. Force Majeure. Any defaults by either of the parties in the performance of any of the terms and conditions contained herein shall be excused where due to force majeure, which, among other things,shall include natural catastrophes such as hurricanes,tornadoes,or floods,acts of God, acts of war, and governmental statutes,regulations, directives, or contracts governing the operation of the Airport,with which the BOCC or Lessee must comply. ARTICLE IX. COMPLIANCE WITH STATUTES.RULES, REGULATIONS.DIRECTIVES A. Lessee shall observe and obey all statutes, rules, regulations and directives promulgated by the BOCC and other appropriate local,state and federal entities having jurisdiction over the Airport,including the Federal Aviation Administration("FAA")and the Environmental Protection Agency. Without limiting the foregoing, Lessee agrees to utilize its Leased Premises, and the common areas of the Airport,and all improvements thereon,in compliance with the Federal Aviation Regulations, including all amendments hereafter made, embodied in 49 C.F.R.Parts 107 and 108,which are specifically incorporated and made a part of this Lease Agreement. Lessee further agrees to perform all of its operations authorized hereunder in accordance with all of the terms and conditions of the rules and regulations for the Airport as the same may be amended from time to time. If there is any inconsistency between the terms of this Agreement, and the rules and regulations for the Airport,the terms of this Agreement shall control. Lessee further agrees to comply with all verbal and written directives of the Airport Director regarding Lessee's use of the Leased Premises, the Airport's airfields and ramps, and other common areas elsewhere on the Airport. B. Should Lessee, its officers, agents, employees, customers, guests, invitees, assigns, contractors or subcontractors violate any local, state or federal law, rule or regulation applicable to the Airport,and should said violation result in a damage award,citation or fine against the BOCC,then Lessee shall fully reimburse the BOCC for said damage award,citation or fine and for all costs and expenses, including reasonable attorneys' fees, incurred by BOCC in defending against or satisfying the award,citation or fine. ARTICLE X. INSPECTION At any time, the BOCC may inspect the Leased Premises, and any improvements, fixtures or equipment thereon. Page 6 of 10 ARTICLE XI. OUIET ENJOYMENT The BOCC expressly covenants and represents that upon payment of fees when due and upon performance of all other conditions required herein,Lessee shall peaceably have,possess and enjoy the Leased Premises and other rights herein granted,without hindrance or disturbance from the BOCC,subject to the BOCC's various rights contained elsewhere in this Agreement. ARTICLE XII. REPRESENTATIONS The BOCC expressly covenants and represents that it is the owner of the Leased Premises, and has the right and authority to enter into this Lease Agreement and grant the rights contained herein to Lessee. With respect to Lessee, the undersigned warrants and represents that he is authorized to execute this Lease on Lessee's behalf and shall be bound as a signatory to this Lease by his execution of this Lease. ARTICLE XIII. WAIVER Should Lessee breach any of its obligations hereunder, the BOCC nevertheless may thereafter accept from Lessee any payment or payments due hereunder, and continue this Lease Agreement in effect, without in any way waiving the BOCC's right to exercise and enforce all available default rights hereunder, or any other remedies provided by law, for said breach. In addition,any waiver by either party of any default,breach or omission of the other under this Lease Agreement shall not be construed as a waiver of any subsequent or different default, breach, or omission. ARTICLE XIV. NOTICE Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 1)hand-delivery or 2)registered or certified mail,postage pre-paid to the mailing addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. Page 7 of 10 To the BOCC: With Copies to: Aspen/Pitkin County Airport Pitkin County Attorney's Office 0233 East Airport Road 530 E.Main Street, Suite 301 Aspen,CO 81611 Aspen, CO. 81611 procurement@aspenairport.com attorney@pitkincounty.com To Lessee: Nine Six Charlie Bravo,LLC. 424 Free Silver Court Aspen, CO. 81611 jolsonWorumphi.com ARTICLE XV. RELATIONSHIP OF PARTIES It is understood that the BOCC is not in any way or for any purpose partner or joint venturer with,or agent of,Lessee in its use of the Leased Premises or any improvements thereon. ARTICLE XVI. SEVERABILITY If any term or condition of this Lease Agreement or the application thereof to any person or event shall to any extent be invalid and unenforceable, the remainder of this Lease Agreement and the application of such term, covenant or condition to persons or events other than those to which it is held invalid or unenforceable shall not be affected and each term,covenant and condition of this Lease Agreement shall be valid and be enforced to the fullest extent permitted by law,the intention being that the various sections and provisions hereof are severable. ARTICLE XVII. SUCCESSORS The provisions, covenants and conditions of this Lease Agreement shall bind, and inure to the benefit of,the legal representatives, successors and assigns of the parties hereto. ARTICLE XVIII. ATTORNEYS'FEES.COSTS AND EXPENSES OF LITIGATION In the event of any action, including court proceedings, mediation, arbitration or other, is commenced or undertaken to enforce or construe,interpret this Lease Agreement,the substantially prevailing party shall be entitled to its reasonable attorneys fees,costs and expenses. ARTICLE XIX. ASSIGNMENT AND SUBLEASE Lessee shall not assign its interest nor sublease the Leased Premises. Page 8 of 10 ARTICLE XX. SURRENDER UPON TERMINATION Upon the expiration or sooner termination of this Lease Agreement, for any reason whatsoever, Lessee shall peaceably surrender to the BOCC possession of the Leased Premises, together with any improvements, fixtures or personal property of the BOCC thereon, in as good a condition as the Leased Premises, and improvements, fixtures and personal property were initially provided to Lessee, ordinary wear and tear excepted, without any compensation whatsoever, and free and clear of any claims of interest of Lessee or any other third party whomsoever. Lessee shall restore the Leased Premises, and other improvements from which the fixtures or property were taken(if the improvement involved is not also being removed from the Leased Premises),to good condition and repair. ARTICLE XXL HAZARDOUS WASTE/ENVIRONMENTAL POLLUTION Lessee shall be solely responsible for the prevention, control and cleanup of all fuel, gas and oil leaks and spills, hazardous waste, lavatory waste and other environmental pollution caused by Lessee's operations in the Leased Premises, in accordance with applicable local, state and federal laws and regulations,and it shall hold the BOCC harmless from said prevention,control and cleanup costs and obligations. The parties each reserve their various claims and defenses against one another for the cleanup of any environmental pollution that occurred on the Leased Premises prior to the commencement date of Lessee's leasehold term hereunder. It is noted that in the ordinary course of storing and parking aircraft that some minor fuel and oil spillage shall occur and that Lessee shall have no extraordinary obligation for clean up of such spills. ARTICLE XXII.EMINENT DOMAIN In the event that all or any portion of the Leased Premises is taken for any public or quasi- public purpose by any lawful condemning authority,including the BOCC,exercising its powers of eminent domain(or in the event that all or any portion of the Leased Premises is conveyed to such a condemning authority in settlement and acceptance of such condemning authority's offer to purchase all or any portion of the Leased Premises in connection with its threat to take said areas under power of condemnation or eminent domain),the proceeds,if any, from such taking or conveyance shall be allocated between the BOCC and Lessee according to the applicable Colorado law of eminent domain;provided,however,that in the event of condemnation,the Lessee shall be compensated no less than the unamortized cost of the Lease as of the date of condemnation. If a portion of the Leased Premises is so taken or sold, and as a result thereof,the remaining part cannot be used reasonably to continue the authorized purposes contemplated by this Lease Agreement as set forth in Article II in an economically viable manner, then this Lease Agreement shall be deemed terminated at the end of a period of sixty(60) days following said taking or conveyance. In that event and at that time,Lessee shall surrender the Leased Premises to the BOCC and all of the BOCC's fixtures and personal property thereon, and Lessee may remove its improvements, fixtures and personal property located upon the Leased Premises, in accordance with the provisions of Article XX above. Page 9 of 10 L ARTICLE XXIII. RENEWAL. Lessee has no guaranteed or preferential right,as against other third parties,offeletting the Leased Premises, or any improvements thereon, following termination of this Lease. Should Lessee desire to relet the Leased Premises following the expiration or sooner termination of this Lease, Lessee shall submit an application for lease. Lessee's application will be reviewed by the BOCC,along with all other applications,if any,in accordance with then applicable Airport leasing rules and regulations. ARTICLE XXIV.GOVERNING LAW AND VENUE This Lease shall be interpreted in accordance with the laws of the State of Colorado.Lessee further agrees that should either party believe it necessary to file suit to interpret or enforce any provisions of this Agreement, the exclusive venue and jurisdiction for said lawsuit shall be in the Pitkin County,Colorado District Court. ARTICLE XXV. HOLDING OVER If Lessee remains in possession of the Leased Premises after the expiration of this Lease Agreement such holding over shall not be deemed as a renewal or extension of this Lease Agreement. In the event of a hold over by Lessee, BOCC shall be entitled to liquidated damages in the amount of treble the daily rent prorated upon the rental obligation existing at the end of the lease term until possession of the Leased Premises is surrendered or otherwise returned to the BOCC. ARTICLE XXVI. ENTIRE AGREEMENT This writing,together with the exhibits attached hereto,is the entire agreement of the parties regarding the establishment of their leasehold arrangements. No representations, warranties, inducements or oral agreements previously made between the parties regarding the establishment of their leasehold arrangements shall continue unless stated therein. This Lease Agreement shall not be changed or modified, except in writing, signed by both parties. DONE AND EXECUTED on the date first above written. ASPEN/PITKIN COUNTY AIRPORT LESSEE B itr AticIAtti Mar-14-2019 By. fu Mar-14-2019 Y Jennifer Mitchley Jenni fer Olsen Contracts Specialist owner Aspen Airport Page 10 of 10 i �� . 7� a # . IA 7 IIIas vco im : 3 a a)i* o. �Icto% k © a t la:1, \ k � � . k IA te t g4qm ' A . kt+ $ $ % lilt it- ƒIiii $) m 40tA - m 0 SIII 0 01 co � � 0 co 0 N \ g - / C 0) Is 4 ...1.1\ pt..... ¢ @ � so 15 ill III -0 *A c % \ ' \\ "4:/ oo s . % %vs $ 0 � � ± % � 15, - .01 t k s o $ c § A © t « & 0 % a of $0cƒ - %S b ' ' a » % b % t © A k$ a � 0 o ��ƒ ` ' • \ if � S0 • . # a.40.0 e S 02. « tU 0