HomeMy WebLinkAboutbocc.ord.001.2023Contract No 115.2023
Attached
AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY, COLORADO, ADOPTING AN ORDINANCE AUTHORIZING THE CHAIR
TO SIGN A LICENSE AND USE AGREEMENT BETWEEN ASPEN SKIING
COMPANY, LLC AND THE BOARD OF COUNTY COMMISSIONERS FOR THE
OPERATION OF A SKI TICKET KIOSK AT THE ASPEN/PITKIN COUNTY
AIRPORT/SARDY FIELD
ORDINANCE NO. 001-2023
RECITALS
WHEREAS, pursuant to 30-35-301 C.R.S., the Board of County Commissioners ("BOCC") of
Pitkin County, Colorado a Home Rule County is authorized to make and publish ordinances for
carrying into effect or discharging the powers and duties conferred upon such counties by law
and as seems necessary, and;
WHEREAS, pursuant to Section 2.8.1 of the Home Rule Charter ("HRC"), the BOCC is
authorized to take official action by Ordinance for certain matters where action is prescribed
pursuant to the Colorado Revised Statutes as amended, and;
WHEREAS, the County is the owner and sponsor of the Aspen/Pitkin County Airport
(Sardy Field), located in Pitkin County in the vicinity of Aspen, Colorado (the
"Airport"), at which it has made available certain commercial aviation terminal and
facilities available for exclusive and non-exclusive commercial use subject to permit;
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 alias C.R.S. 30-11-107, 30-15-401, 30-35-201/202, 41-4-101 et
seq., as amended, Title 10 of the Pitkin County Code, as amended, and Section 8.7
of the Pitkin County Home Rule Charter; and
WHEREAS, the Aspen Skiing Company ("the Licensee") is engaged in the business
of operating four ski mountains and providing services associated with ski areas to the
general public and it desires to occupy and use some of the facilities of the Airport for
commercial purposes; and
WHEREAS, the Licensee desires to operate a kiosk at the Airport in the air carrier terminal
facility, for the purpose of dispensing ski lift tickets in the location and under the terms of the
license and use agreement attached hereto as Exhibit A; and
WHEREAS, the license and use agreement would provide a small net positive revenue
opportunity for the Airport while using currently unused space in the passenger terminal; and
WHEREAS, the BOCC finds that adoption of this ordinance is in the best interest of the citizens
of and the visitors to Pitkin County by providing an ideal customer service opportunity for both
passengers at the Airport and the leaseholder's customers; and
NOW, THEREFORE, BE IT ORDAINED by the Board of County Commissioners of Pitkin
County, Colorado that it hereby adopts an Ordinance Authorizing the Chair to sign a License and
Use Agreement between Aspen Skiing Company, LLC and the Board of County Commissioners
for the Operation of a Ticket Kiosk at the Aspen/Pitkin County Airport and authorizes the Chair
or the Chair's designee to sign the Ordinance and upon the satisfaction of the County Attorney as
to form, execute any other associated documents necessary to complete this matter.
INTRODUCED AND FIRST READ ON THE 21ST DAY OF DECEMBER, 2022 AND SET
FOR SECOND READING AND PUBLIC HEARING ON THE 11TH DAY OF JANUARY
2023.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
ORDINANCE PUBLISHED IN THE ASPEN DAILY NEWS ON THE 29TH DAY OF
DECEMBER, 2022.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED
ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com) ON THE 29TH
DAY OF DECEMBER 2022.
ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 11 TH DAY OF
JANUARY 2023.
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY
WEBSITE (www.pitkincounty.com) ON THE 12TH DAY OF JANUARY, 2023.
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN
DAILY NEWS ON THE 19TH DAY OF JANUARY, 2023.
ATTEST: BOARD OF COUNTY COMMISSIONERS
By AtLia fiti By: FV'atAti , iaCblot,V'
Julia Ely Francie Jacober, Chair
Deputy County Clerk
Date: Jan-12-2023
APPROVED AS TO FORM: MANAGER APPROVAL
ON, QY
'Cps Auffict,
John Ely, County Attorney Phylis Mattice for Jon Peacock, County Manager
Form Revised 01-01-2022
Contract No 115.2023
LICENSE AND USE AGREEMENT
ASPEN SKIING COMPANY TICKET KIOSK
CONCESSION
THIS LICENSE AND USE AGREEMENT made as ofApr-20-2023 , by and between the
Board of County Commissioners of Pitkin County, Colorado, a Colorado home rule county
("County") and the Aspen Skiing Company (Licensee"):
WHEREAS, the County is the owner and sponsor of the Aspen/Pitkin County Airport (Sardy
Field), located in Pitkin County in the vicinity of Aspen, Colorado (the "Airport"), at which it has
made available certain commercial aviation terminal and facilities available for exclusive and
non-exclusive commercial use subject to permit; and
WHEREAS, the County has the authority to operate and manage the Airport, to regulate
commercial activities at the Airport and to lease and license space thereon, pursuant to, inter
alia, C.R.S. 30-11-107, 30-15-401, 30-35-201/202, 41-4-101 et seq., as amended, Title 10 of
the Pitkin County Code, as amended, and Section 8.7 of the Pitkin County Home Rule Charter;
and
WHEREAS, Licensee is engaged in the business of operating four ski mountains and providing
services associated with ski areas to the general public and it desires to occupy and use some of
the facilities of the Airport for commercial purposes; 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:
1. Granting of License
1.1 The County grants to Licensee, during the term of this License, the right to operate
a kiosk at the Airport in the main air carrier terminal facility, for the purpose of dispensing ski lift
tickets and vouchers in the location and under the terms and conditions hereinafter described. This
right shall be a non-exclusive right to occupy and use space at the main air carrier terminal facility.
1.2 The County also grants the rights of ingress and egress to the location of the kiosk
so long as such ingress and egress rights do not interfere with the rights of other lessees, licensees
or permittees of the terminal facility, the traveling public or the safe and efficient operation of the
terminal as that is determined by the County in its sole discretion.
2. Term. The term of this License and Use Agreement shall commence at 6:00 a.m. MST on
November 18, 2022, and expire at 10:00 p.m. MST on November 17, 2023, unless earlier renewed
or terminated.
2.1 Renewal. Any renewal of this Agreement must be completed and executed in
writing by both Parties prior to the expiration of the Agreement's term. There is no right to hold
over under this Agreement.
3. License Rent and Security. The fees and charges for the occupancy and use of the
Location for the term of this License and Use Agreement shall be due and payable, as follows:
3.1 The Licensee agrees to pay as compensation hereunder for the rights and privileges
herein granted a monthly fee of $ 118.87.
3.2 The monthly payment as provided for in Section 3.1 or any partial months shall be
considered delinquent if not received by the fifth (5th) day of the month due. If the fifth (5th) day of
the month is a Saturday, Sunday or County holiday, that payment shall be delinquent if not received
on the next business day3.3 The Licensee agrees to provide a security deposit in the amount of
one month's rent. All payments shall be made to the Pitkin County Treasurer, 506 East Main Street,
Suite 201, Aspen, Colorado, 81611. All delinquent payments shall accrue default interest on any
unpaid and delinquent balance on the sixth (6th) day of every month so delinquent at the rate of two
percent (2%) per month 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 due.
4. Kiosk Area and Use. The County shall provide the Licensee with the right to occupy and use the
area(s) as is depicted on Exhibit "A", attached hereto and incorporated herein by reference, for
the sole purpose of operating an automatic ticketing kiosk, as set out herein. The exact location
and installation of the kiosk must be approved by the County Chief Building Official and the
Aspen Fire District Chief. If at any time it becomes necessary to move the kiosk to another
location because of Federal regulations, local building and fire codes, to improve airport
operations and functionality of the Terminal Facility, facilitate terminal redevelopment or
improvements or any other reason that is justified in the sole judgement of the County, Licensee
shall immediately relocate the kiosk and pay for any associated costs of the relocation. If Licensee
does not immediately move the kiosk upon request then the County has the right to remove it
from the Terminal Facility.
5. Hours of Operation. Licensee shall provide a machine that is adequately equipped, provisioned,
and operational to serve the market demand seven (7) days per week throughout the year at those
same hours that the commercial terminal building is open forbusiness. Should the kiosk or its
machinery become dysfunctional, County has the right to remove the kiosk from the Terminal
Facility.
6. Level of Service. Kiosk services shall comply with all Federal, state and county regulations and
shall be conducted in a courteous and helpful fashion.
6.1 The licensed area and machine in the terminal location shall be maintained in a
clean, attractive manner by the Licensee.
6.2 All other commercial activities are prohibited unless such activities have the prior
written approval of the County.
7. Quality of Service/Complaint Resolution/Performance Review by County.
7.1 Licensee acknowledges that the County has an interest in resolving any
complaints arising from the Licensee's operations, both as Licensor and owner/operator of the
Terminal Facility. Based on the foregoing, in the event that County shall receive any complaint
arising from the Licensee's operations, the County shall immediately transmit such complaint
to Licensee for resolution.
7.2 Within five (5) business days of the receipt of written notification of a
complaint, whether submitted by the County or by a patron to Licensee, Licensee shall provide
to the Director of Aviation a written report of the complaint and its resolution or of Licensee's
attempts at resolution.
7.3 In addition, Licensee shall submit a six month report to the Director of Aviation that
describes all complaints received by Licensee and response made by Licensee to correct the
deficiencies, including those complaints referred by County. The report shall be submitted within
30 days after the initial six months of the lease term and every six months thereafter if the lease is
extended. Failure by Licensee to resolve any complaints to the satisfaction of the Director of
Aviation shall be cause for termination hereof.
7.4 Licensee's employees shall be safety -conscious, environmentally -sensitive, helpful,
courteous, and dressed appropriately at all times, consistent with acceptable customer relations
practices at first-class U.S. resort and conference destination.
8. 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.
8.1 County reserves the right to unimpeded access over and across the Location;
provided that County shall not, in the exercise of this reserved right, unreasonably interfere with
Licensee's use of the Location. County shall be entitled to enter upon the Location and into the
buildings and other improvements thereon, in a reasonable time and manner consistent with the
purpose of the entry and inspection, for the purpose of inspecting the same, ensuring compliance
with the terms of this License, preventing waste or loss, responding to emergencies or complaints
or enforcing any of County's rights hereunder.
8.2 County reserves, for the use and benefit of the public, the right of flight for the
passage of aircraft in the air space above the surface of the Location, together with the right to
cause in and around said air space such noise as may be inherent in the operation of aircraft
utilizing the Airport.
8.3 County reserves the right to protect the aerial approaches of the Airport against
obstruction, including the right to prohibit Licensee from erecting, or permitting to be erected or
maintained, any building or other structure or obstruction on the Location which would, in the
discretion of the County, limit the aeronautical usefulness of the Airport or constitute a hazard to
aviation.
8.4 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 provision of this License shall be suspended insofar as such provisions
may be inconsistent with the provision of the lease to the United States Government.
8.5 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 County
and County shall reimburse Licensee for the reasonable cost and expense thereof.
8.6 County reserves the right to direct, in its sole discretion, all activities of the
Licensee at the Airport in the event of an emergency.
8.7 County reserves the right to further plan, develop, improve, remodel and/or
reconfigure the Airport, including the location, the terminal building, and existing vehicle and
pedestrian traffic patterns, and parking lots 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 shall be equitably
adjusted during the period of such interruption.
8.8 The County reserves the right, in its sole discretion, to enter into agreements for
the financing or re -financing of the airport and Licensee agrees to cooperate in providing
information to prospective lenders and in providing estoppel certificates, if so requested.
8.9 County reserves the right to prohibit any commercial or non-commercial activity
by any party on the Airport, which activity is not expressly permitted in writing.
8.10 County reserves the right to establish and enforce reasonable rules and regulations
for the conduct of activities and uses permitted herein and also to promulgate minimum standards
for the conduct of commercial activities related hereto including, without limitation, minimum
hours of operation if the County determines that the needs of the traveling public are not being
met.
9. Acceptance of Location. The parties acknowledge that Licensee accepts the Location
on an "as is" basis.
9.1 Use of Location. Licensee shall have the right to use and occupy the Location solely for
the purpose of maintaining a ticketing kiosk location as defined herein.
10. Coordinating 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 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. County and Licensee acknowledge
their respective obligations as signatories under the following Agreements:
10.1 Those certain agreements for commercial ground transportation including taxis,
limousines, and buses;
10.2 Those certain agreements for on, or off -airport commercial car rental companies;
10.3 Those certain agreements with the scheduled commercial airlines;
10.4 That certain Agreement between Pitkin County and the airport restaurant licensee;
10.5 That certain Agreement between Pitkin County and the airport gift shop licensee;
10.6 That certain Agreement between Pitkin County and the commercial terminal
building advertisement/marketing licensee;
10.7 Such further and other agreements as the County may amend or enter into from time
to time in the normal operation of the airport, provided there are no conflicts with the terms of this
Agreement, and provided that Licensee shall, upon request, be provided with copies of any
agreements that are connected to this obligation to cooperate, as set forthherein.
11. 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:
11.1 Comply with all applicable laws, rules and regulations of the County of Pitkin, the
State of Colorado, and the United States of America and any and all departments and agencies
thereof, as the same way now exist or may be hereafter promulgated or amended from time to time.
11.2 Licensee agrees it will use the premises herein described in accordance with all
rules and regulations adopted by the County, or its Director of Aviation, for the management,
operation and control of the Airport, either promulgated by the County or said Director of Aviation
on its or his own initiative or by or in compliance with regulations or actions or any Federal agency
authorized to regulate interstate flights to and from said Airport.
11.3 Not discriminate against any person or class of persons by reason of race, color,
sex, creed, religion, handicap or national origin in providing any services or in the use of any
facilities provided for the public in any manner prohibited by Title 49, Code of Federal Regulations,
Subtitle A, Part 21 of the 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 andregulations.
11.4 Pay promptly all taxes, excises, license fees and permit fees of whatever nature
applicable to its operations hereunder and to take out and keep current all licenses, state or
Federal, required for the conduct of its business or the operation or its equipment, and further
agrees not to permit any of said taxes, excises or license fees to become delinquent.
11.5 Comply with the rules and practices as set forth in the current Pitkin County Airport
Certification Manual, Airport Security Plan, and airport policy and/or procedures memoranda, as
amended from time to time. Any fines assessed against the County by the FAA as a result of the
Licensee's failure to comply with the provisions of this paragraph or other intentional or negligent
acts or omissions of Licensee, its employees or agent will be paid promptly to the County by the
Licensee.
11.6 Conduct its commercial activities in such a way as not to unreasonably interfere
with other permitted users of the Airport in non-exclusive areas. County shall operate the Terminal
in such a way as not to unreasonably interfere with Licensee's operations.
12. Environmental Quality Improvement Policy
It is the policy of the Pitkin County Board of County Commissioners (BOCC) that Pitkin County
plan for and continually reduce environmental degradation. It is the express intention of the BOCC
that all County lessees, licensees and permittees strictly comply with all existing and future
environmental rules and regulations, and be sensitive to all present and future environmental issues.
The County gives notice that environmental compliance and sensitivity to environmental issues are
and will be substantial factors in future performance reviews and procurements.
13. Airport Master Plan. The parties acknowledge that the County has adopted an Airport
Master Plan that provides for potential changes to the Location during the term hereof. Licensee
shall cooperate in the implementation of said plan and will make no claim against the County for
other than the unreasonable interference with its business activities caused by such implementation.
Copies of the Airport Master Plan Update are available for inspection or for sale in the office of
the Director of Aviation.
14. Utilities. County shall provide electrical utilities normally associated with this specific
concession. All telephone access, service, service costs and maintenance as required for this
concession at the discretion of and as required by the Licensee shall be provided, and is the sole
responsibility of the Licensee.
15. Maintenance and Repair of Location.
15.1 County shall, at County's own expense, keep the structure and exterior of the Air -
carrier Terminal and the interior common areas in good condition and repair. The County shall be
responsible for maintenance and repair of the roof, exterior walls, floor (excluding floor
covering), structural components, heating, lighting, ventilation and electrical service (to the point
of connection); except if any damage thereto is caused by the negligence of Licensee, in which
case Licensee shall be responsible for such repair. Licensee shall be responsible for maintenance
and repair of all its trade fixtures and equipment; except if any damage thereto is caused by the
negligence of County, in which case County shall be responsible for such repair.
15.2 The County shall provide normal custodial services (sweeping, mopping, trash
collection, snow removal, etc.) to the common areas of main public terminal facilities.
Licensee shall provide normal custodial services within its area and shall keep its areas clean,
picked -up, orderly, in a safe condition and in accordance with first-class maintenance practices
and in common with other users of Licensee's classification.
15.3 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.
15.4 Licensee shall not place any displays, signs, advertising or brochures upon the
Location, except of such design, content and structure as shall be approved by the Director of
Aviation. Any sign permitted by County shall, in addition, at all times comply with applicable
Airport policies, rules and regulations.
16. 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, trademarks, logos, names or slogans to
be used by it in its operations under or in any way connected with this Agreement. Licensee
agrees to save and hold the County, its officers, employees, agents and representatives free and
harmless of and from any loss, liability, expense, suit, 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 actions of
Licensee under or in any way connected with this Agreement.
17. Destruction of Buildings and Other Improvements. If the buildings and other improvements
associated with the Location shall be rendered untenable 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 rent shall be equitably adjusted, in whole or in part, during
the period of such restoration and repair according to the portion of the buildings or other
improvements so rendered untenable; 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 restorations and repair in an amount equal to such deficiency.
18. Indemnity and Insurance. Reference is made to Exhibit "B", Required Clauses. All
insurance coverages shall be in the amount and coverages referred to in the attached Required
Clauses.
18.1 Licensee will provide evidence of general liability and personal injury insurance
coverage with a single incident coverage of Two Million dollars and an aggregate amount of Five
Million dollars. Copies of Certificates of Insurance in a form acceptable to the County shall be
filed with the County (through the Director of Aviation) no later than ten (10) calendar days prior
to commencement of operations affecting the County. Failure to file or maintain acceptable
Certificates of Insurance with the County is agreed to be a material breach of any contract and
grounds for termination. 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 County (through the Director of Aviation). (For purposes of
this provision, "materially altered" shall mean a change affecting the coverages required herein,
including a change to policy limits as set out in the then -current policy declarations page)
19. Rights of Seizure. County shall not be liable in any respect to Licensee in the event of any
seizure of all or any part of the Location, or the buildings and other improvements located thereon,
by the United States of America or the State of Colorado in time of war or other national
emergency; provided, that the fee 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. •
20. Assignment. Licensee shall not, voluntarily or by operation of law, assign, convey or
transfer this License, any of Licensee's interest in this License or any rights and obligations
hereunder; or sublicense the Location or any part thereof; or assign, convey or transfer a controlling
interest in Licensee's business entity, without the prior written consent of County, which consent
shall be in the discretion of the County.
21. No Third Parties. This License and Use Agreement does not and shall not be deemed or
construed to confer upon or grant to any third party or parties, except to parties to whom Licensee
may assign this Agreement in accordance with the specific written permission of the Director of
Aviation, and excepting any successor to the County, any rights to claim damages or to bring
any suit, action or other proceeding against either the County or Licensee because of any breach
hereof or because of any of the terms, covenants, agreements or conditions herein contained.
22. Relationship of Parties. It is the intent and agreement of the County and the Licensee
that they shall have the relationship respectively of Licensor/Licensee 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
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.
23. 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.
24. Termination. This Agreement will terminate at the end of the term or by operation of law
through the failure of the Licensee to comply and adhere to any of the provisions and obligations
of this Agreement.
25. Default and Termination. If Licensee shall default in the payment of costs, fees or charges
when due or in the timely remittance to County of any other amounts to be remitted to County
under the provision of this License and shall not cure such monetary default within ten (I 0) days
after written notice from County specifying such default; or if Licensee shall default in the
performance of any other obligations or conditions to be performed by Licensee under the
provisions of the License and shall not cure such other default within ten (10) days after written
notice from County specifying such default (or within three (3) business days if the default is
maintenance of a hazardous condition or failure to maintain and/or prove required insurance
coverage); or in the event of the insolvency or bankruptcy of License; or in the event of an
unapproved (by County) assignment, transfer or conveyance of Licensee's interest as defined
herein; then in any of such events if such defaults shall remain uncured after the cure period
specified, County may thereafter terminate this License by giving written notice of termination of
Licensee. If, however, the Licensee demonstrates good faith due diligence in curing such default
as indicated herein, (with the exception of maintenance of a hazardous condition or failure to
maintain and/or prove required insurance coverage and monetary default) the County shall grant
additional reasonable time necessary to cure default not to exceed thirty (30) days. Upon
termination of this License, County may reenter the Location and remove all persons and
property therefrom, using all necessary force to do so, and shall have such other rights and
remedies as may be provided for by law or in equity, including damages. In the event of any such
default by Licensee, County shall be entitled to recover its costs, including a reasonable attorney
fee, in all proceedings in connection therewith. Termination of this Agreement will not operate to
terminate any outstanding obligations of the Parties under this Agreement. Failure to enforce any
violation or breach of a covenant or obligation hereunder will not constitute waiver of rights to
enforcement of this Agreement.
26. Surrender of Location. Upon expiration or termination of this License, Licensee shall
surrender the Location to County in good condition and repair, ordinary wear and usage excepted;
and Licensee shall remove all personal property, trade fixtures, equipment or improvements then
owned by Licensee and removable by prior agreement with County from the Location and shall
repair any damage to the Location caused by such removal. Any personal property of Licensee, or
anyone claiming under License, which shall remain upon the Location at the expiration or
termination of this License shall be deemed to have been abandoned and may be retained by County
as County's property or disposed of by County in such a manner as County sees fit without
compensation to any party.
27. Notices. 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.
To: Pitkin County
C/0 Dan Bartholomew
dan.bartholomew@pitkincounty.com
To: Licensee
Aspen Skiing Company
P.O. Box 1248
Aspen, Colorado 81612
28. Representations of Licensee.
With copies to:
Pitkin County Attorney's Office
530 East Main Street, Ste. 301
Aspen, CO 81611
attorney@pitkincounty.com
With copies to
Aspen Skiing Company Attorney's Office
P.O. Box 1248
Aspen, CO 81612
dclark@aspensnowmass.com
Licensee represents and warrants to County as follows:
28.1 Licensee, and those individuals executing this License on behalf of Licensee, represent
and warrant that they are familiar with Section 18-8-30I, et seg. of the Colorado Revised
Statutes (Bribery and Corrupt Influences) and Section 18-8-401, et seg. of the Colorado
Revised Statutes (Abuse of Public Office) and that no violations of the provisions thereof are
present.
28.2 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 the License or in the business to be conducted upon the
Location by the Licensee.
29. General Provisions
29.1 This License and the attached Exhibits A and B, contain the entire agreement of the Parties
and there have been no promises, representations or agreements, either express or implied, except
as expressly set forth herein. Any and all prior agreements or understanding between the parties
are expressly agreed to have mergedherein.
29.2 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.
29.3 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; 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.
29.4 The failure of either Party hereto to exercise any right or remedy hereunder shall not be
deemed a waiver thereof or a waiver of the right of exercise the same at any future time, or the
waiver of any other right or remedy hereunder. No waiver by either Party of any right or remedy
hereunder shall be effective unless in writing signed by the Party.
29.5 The Parties agree that this Agreement was negotiated and drafted by the mutual efforts of the
Parties hereto and agree that no legal presumption shall arise as a result of the identity of the drafter
of this Agreement or any presumed unequal status arising therefrom.
29.6 If either Party hereto shall institute legal proceedings to protect or enforce any of its rights
or remedies hereunder, then the substantially prevailing Party in such legal proceedings shall be
entitled to recover all of its costs in connection therewith, including a reasonable attorney's
fees.
29.7 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 County, Colorado.
30. Authority of Licensee's Representative. As an inducement to the County to execute this
agreement, the undersigned representative of Licensee represents that he/she is expressly
authorized to execute this Agreement and to bind Licensee to the terms and conditions hereof and
acknowledge that the County is relying on this representation, authorization and execution.
Board of Pitkin County Commissioners Aspen Skiing Company
By:fletuAtic, iatein By: I°. 4 /44-1- ,c,w io u s
Francie Jacober, Chair
Date: Jan-12-2023
Date: Apr-20-2023
EXHIBIT A
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ASPEN/PITKIN COUNTY AIRPORT
ASPEN, PITKIN COUNTY, COLORADO
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