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HomeMy WebLinkAboutbocc.con.021.21 - BOCCALL -STAR MEDIA ADVERTISING AGREEMENT TABLE OF CONTENTS A.Licensed Area. Term Uses. Requirements and Restrictions 1.License of 2 2.Term......................................................................................................... 33.Acceptance of 4 4.Reserved Rights of 4 5.Use of 5 6.Requirements of Licensee's 6 7.Grievance Pd 6 B.Fees and Charges. Payments. and Reports and Audits 1.Fees and Charges 6 2.Payments and 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 Contract No. 021.2021 - BOCC 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'1, a Colorado a Home-rule County, as Licensor/Permitor, and the All Star Media Services, Inc. (''Licensee" or "Company'1, 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'1, 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 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'1 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 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 revised agreement shall commence at 6:00 a.m. MDT on August 1, 2021 and expire at 10:00 p.m. MDT on July 31, 2022, unless earlier terminated as provided herein. Terms consist of a series of three (3) – (1) one year extensions will commence at the end of the Hold over period ending July 31, 2021. 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 the Three (3) – (1) one year extensions. 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. The hold over period on this revised contract will continue on a month- to-month basis until July 31, 2021. 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 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 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; , 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. 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: Hold over from January to July – MAG Drops to $60,000 - $5,000 month. Payment for MAG will be paid Monthly beginning January, 2021 billed monthly for next 18 months. This represents hold over and 1st yr. of 3yr. extension. After 18 months, beginning August 1st 2022 till July 31st of 2023 – MAG goes to $80,000 - $6,666.67 monthly. This represents hold over and 2nd yr. of 3yr. Extension. After 12 months, beginning August 1st 2023 till July 31st of 2024 – MAG goes to $100,000 - $8,333.33 monthly. This represents the final year of the 3yr. Extension. Due to cash flow loss from COVID an amount equal to $57,759.30 was deferred. This represents: July – October 2021 - 4 Months @ 8,888.33 = $33,333,32 40% MAG Override for 2019 - $24,425.98 Total deferral - $57,759.30 $57,759.30 / 18 months = $3,208.85 to be added to $5,000 mon. MAG.Monthly payments for next 18 months January 2021 – August 2022 shall be $8,208.85, unless the gross sales exceed MAG. The greater of: a Minimum Annual Guarantee (MAG) ; or a sum equal to twenty five percent (15%) of Gross Sales of the first $500,000.00 in sales, forty percent (30%) of Gross Sales over $500,00.00 up to $1,000,000.00 and fifty percent ( 50%) of Gross Sales over $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 August 1 through July 31 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 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. 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 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 30'" 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 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. 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 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 COUN1Y by November 30 of each year. In addition, Licensee shall provide all information and reports required by COUN1Y 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 FAA 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 COUN1Y'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 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 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 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 acts 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 act, 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 acts, 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 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: i. 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. 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 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 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. 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. LICENSEE By:____________________________ Date: _______________________ Dave Starensier President, All-Star Media LICENSOR PITKIN COUNTY, COLORADO 0233 East Airport Road, SuIte A Aspen, Colorado 81611 ATTEST: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO ______________________________ _____________________________________ Jeanette Jones Jon Peacock Deputy County Clerk County Manager Date: ___________________ APPROVED AS TO FORM: APPROVED AS TO CONTENT _______________________________ ______________________________________ John Ely, Rich Englehart County Attorney Acting Airport Director Jan-29-2021 Feb-05-2021 Certificate Of Completion Envelope Id: 0DA53171CD70457BA8A04F852891C49F Status: Completed Subject: Please DocuSign: All Star Media Contract 01-25-2021 (2).pdf Source Envelope: Document Pages: 28 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Jeanette Jones AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) 530 East Main Street Suite 203 Aspen, CO 81611 jeanette.jones@pitkincounty.com IP Address: 63.246.134.100 Record Tracking Status: Original 1/25/2021 10:02:49 AM Holder: Jeanette Jones jeanette.jones@pitkincounty.com Location: DocuSign Signer Events Signature Timestamp Rich Englehart rich.englehart@pitkincounty.com Deputy County Manager Pitkin County Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 73.34.180.169 Sent: 1/25/2021 10:07:11 AM Viewed: 1/25/2021 10:12:06 AM Signed: 1/25/2021 10:12:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign John Ely john.ely@pitkincounty.com Cty Atty Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 73.229.128.106 Sent: 1/25/2021 10:12:49 AM Viewed: 1/25/2021 5:44:34 PM Signed: 1/25/2021 5:44:58 PM Electronic Record and Signature Disclosure: Accepted: 1/25/2021 5:44:34 PM ID: 5b1833b5-10ab-4b37-aa59-cfbb8e095f0d Company Name: Pitkin County, Colorado Jon Peacock jon.peacock@pitkincounty.com County Manager Pitkin County Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 75.71.107.170 Sent: 1/25/2021 5:45:01 PM Resent: 1/28/2021 3:49:44 PM Viewed: 1/29/2021 12:46:46 PM Signed: 1/29/2021 12:46:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jeanette Jones jeanette.jones@pitkincounty.com BOCC Clerk Pitkin County Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 63.246.134.100 Sent: 1/29/2021 12:47:00 PM Viewed: 1/29/2021 3:03:09 PM Signed: 1/29/2021 3:03:23 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/25/2021 10:07:11 AM Certified Delivered Security Checked 1/29/2021 3:03:09 PM Signing Complete Security Checked 1/29/2021 3:03:23 PM Completed Security Checked 1/29/2021 3:03:23 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide you with certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically when we send you documents for electronic signature. Acknowledging your Access, Intent, and Consent to Receive and Sign Materials Electronically To confirm that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receive notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that:  I am establishing my intent to be bound to the transaction, and indicating that I am fully aware of the purpose for which the signature is being provided.  I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and  I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and  Until or unless I notify Pitkin County as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to me by Pitkin County during the course of my relationship with you. Signing Documents without a Pitkin County DocuSign Account: Pitkin County may not require all document signers to be authorized users of the Pitkin County DocuSign Account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. When you don't have a DocuSign account, you will be provided the opportunity to agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can download and retain this disclosure. Pitkin County will forward completed documents that you've reviewed, processed or signed via email. Should you require copies of these signed documents (e.g., if they get deleted from your email account) you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. Signing Documents with a Pitkin County DocuSign Account: Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM Parties agreed to: John Ely Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper or electronic copies At any time, you may request from us a paper or electronic copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper or electronic copies of any such documents from our office to you, you may be charged a per-page fee. You may request delivery of such paper or electronic copies from us by following the procedure described below. Withdrawing your consent If you are an authorized DocuSign Account holder, you can decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. Described below is the process for informing us of your decision to receive future notices and disclosure in paper format and also how to withdraw your consent to receive notices and disclosures electronically. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Pitkin County: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to Helpdesk@provelocity.com To advise Pitkin County of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at Helpdesk@provelocity.com and in the body of such request you must state: your previous e-mail address, your new e-mail address . In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper or electronic copies from Pitkin County To request delivery from us of paper or electronic copies of the notices and disclosures previously provided by us to you electronically, you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. To withdraw your consent with Pitkin County To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you must state your e-mail, full name, Postal Address, telephone number, and account number.