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Home My WebLink AboutECAT16-002 Lily and MajorCOUNTER SPACE LEASE BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND LILYANDMAJOR, INC. THIS LEASE (the "Lease ") is made and entered into this 5— day of G , 2016, by and between the Eagle County Air Terminal Corporation, a Colorado not - for - profit corporation (hereinafter referred to as the "Lessor ") and LilyandMajor, Inc. a Colorado corporation (hereinafter referred to as the "Lessee "). WITNESSETH: WHEREAS, Lessor owns and operates the Eagle County Airport Terminal (hereinafter referred to as the "Terminal ") located in the Eagle County Regional Airport (hereinafter referred to as "Airport") in Eagle County, Colorado, and has the right to lease portions of the Terminal; and WHEREAS, Lessor has the power and authority to enter into this agreement and desires to lease space within said Terminal to Lessee for the purpose of providing shipping and storage services to the public; NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties hereby agree as follows: SECTION ONE LEASE 1.0 Lessor hereby leases to Lessee the space as more particularly described on Exhibit A which is attached hereto and incorporated herein (hereinafter referred to as the "Leased Premises "). Lessee shall use the Leased Premises as identified on Exhibit A solely for the purpose of conducting business in accordance with this Lease. 1.1 It is specifically understood by Lessee that by entering into this Lease, Lessor is not granting to Lessee any rights or privileges for the use of the Terminal beyond the purposes set forth herein. 1.2 Lessee shall use the space to: A. Provide a space for FedEx pick -ups and drop off ; B. Provide packing and shipping services for lost and found items or items that cannot be taken on an aircraft; and C. Provide packing, shipping and serve as a drop -off and pick -up location for off - airport storage of oversized gear that is difficult to take on a plane. 1.3 Lessee, its agents, invitees, guests, employees and suppliers have a non - exclusive right of ingress to and egress from the Leased Premises by a means of access located outside the boundaries of such space as specified by Lessor. Such access shall, without exception, be in common with such other persons (including, at the option of the Lessor, the general public) as ECAT16 -002 ATR�V AS TO FORM BV: agEQ rity At" rney's Office v. gie __ "n 1ss�onerc' Office the Lessor may authorize or permit, and the Lessor may at any time close, relocate, reconstruct or modify such means of access, provided that a reasonable convenient and adequate means of ingress and egress is available for the same purposes. This right of access is subject to the security requirements of the Lessor or the Airport. 1.4 Lessee shall be responsible for their own personal property (contents and equipment) and the property of their clients and employees. Lessee shall maintain adequate and comprehensive insurance, beyond the requirements of this Agreement, to protect all property being stored or maintained on the Leased Premises. Lessor shall not be liable for any loss or damage (including but not limited to casualty loss, theft or fraud) to property stored or maintained on the Leased Premises. SECTION TWO TERM 2.0 Subject to Section 10 and this Section 2.0, this Lease shall be for tenancy from the first date written above through April 30, 2017. Notwithstanding Section 10 or anything else contained herein to the contrary, tenancy may be terminated, with or without cause, upon thirty (30) days written notice to the other party. Such notice shall be given as set forth herein. 2.1 Notwithstanding the foregoing, upon defeasance of the bonds issued by the Eagle County Air Terminal Corporation to finance acquisition or construction of the Terminal Building and related facilities and services, following maturity or earlier as provided in the Trust Indenture with respect to the bonds, this Lease shall terminate, as of the date of defeasance, and Lessee shall vacate the Leased Premises hereunder within thirty (30) days of such date of defeasance. Lessor will give not less than thirty (30) days notice of an intent to defease the bonds in accordance with the Trust Indenture. Lessor will also give Lessee notice of the date of defeasance within two (2) business days following the actual defeasance. 2.2 Upon the termination of this Lease or on the date specified in any demand for possession by Lessor after any default by Lessee, Lessee covenants and agrees to surrender possession of the Leased Premises to Lessor in the same condition as when first occupied, ordinary wear and tear excepted. 2.3 If Lessee remains in possession of the Leased Premises after the expiration of this Lease with the permission of Lessor and without any written renewal thereof, such holding over shall not be deemed as a renewal or extension of this Lease, but shall create only a tenancy from month to month that may be terminated at any time by Lessor or Lessee upon thirty (30) days written notice to the other party. Such holding over shall otherwise be upon the same terms and conditions as set forth in this Lease except that rental for such period shall be two times the rental rate set forth in Section 3 below. SECTION THREE RENTALS AND CHARGES 3.0 Lessee shall pay to Lessor a monthly sum of $3.56 per square foot for the 133 square feet of counter space (a total of $473.48 per month), as shown in Exhibit A, payable in advance, and due on the first day of each month at Eagle County Air Terminal Corporation c/o Eagle County Aviation Director, P.O. Box 850, Eagle, CO 81631. The first payment is due upon execution of this Lease. If the first payment of rent is due on other than the first day of the month, the first month's rent shall be prorated. 3.1 Interest and late fees will be assessed for any rent overdue for more than ten (10) days. The late fee will equal 10% of the current monthly rental, and interest shall accrue on the unpaid rent and late fees at a rate of 18% per annum. In the event the Lessor is required to initiate any collection proceedings or actions, Lessee shall be solely responsible for all fees and costs of Lessor associated with such proceeding including but not limited to attorneys' fees. 3.2 Termination of the Lease by either party shall not constitute grounds for pro- ration of the rent due unless specifically otherwise provided in this Lease. SECTION FOUR TAXES AND ASSESSMENTS AND LIENS 4.0 Lessee will pay all real and personal property tax assessments, general and special, and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, levied or assessed upon the Leased Premises. 4.1 Lessee also agrees not to permit any mechanic's or materialman's or any other lien to become attached or be foreclosed upon the Leased Premises or improvements thereto, or any part or parcel thereof, by reason of any work or labor performed or materials furnished by any mechanic or materialman. Lessee further agrees to promptly pay when due all bills, debts and obligations incurred by it in connection with its operations hereunder and not to permit the same to become delinquent and to suffer no lien, mortgage, judgment or execution to be filed against the Leased Premises or improvements thereon which will in any way impair the rights of the Lessor under this Lease. SECTION FIVE MAINTENANCE, UTILITIES AND IMPROVEMENTS 5.0 Lessor shall provide and maintain, water, sewer, general lighting, electrical power, and heating and air - conditioning for the Terminal and make such utilities (with the exception of water and sewer) available to the Lessee. If Lessee requires additional water, lighting, electrical power, telephone outlets, or adjustments to the air conditioning system, such additional improvements or services shall be subject to the prior written approval of Lessor, and any such improvements shall be made at Lessee's sole cost and expense. Lessee shall be responsible for bringing all services and utilities up to the standards required by applicable codes and regulations for Lessee's authorized operations. Lessee shall provide for and supply, at its expense, janitor and trash removal services with respect to the Leased Premises. 5.1 During the Term of this Lease, Lessor shall maintain the Leased Premises in good and clean repair, reasonable wear and tear excepted. 5.2 Lessee accepts the Leased Premises in their existing, as -is condition, and Lessee is solely responsible for it being in a condition suitable for Lessee's operations. 5.3 Lessee may place in or on the Leased Premises without cost to the Lessor, equipment so long as it does not interfere with the operation of the Terminal. 5.4 Lessee agrees that Lessor shall not be liable for failure to supply any utility services. Lessor reserves the right to temporarily discontinue utility services as may be necessary by reason of accident, unavailability of employees, repairs, alterations or improvements or whenever by reason of strikes, lockouts, riots, acts of God, or any other happenings beyond the control of the Lessor, Lessor is unable to furnish such utility services. Lessor shall not be liable for damages to persons or property for any such discontinuance, nor shall such discontinuance in any way be construed as cause for abatement of compensation or operate to release the Lessee from any of its obligations hereunder. 5.5 Lessee shall conduct its operations in an orderly and proper manner so as not to commit any nuisance in the Leased Premises or annoy, disturb, or be offensive to others in the Terminal and shall take all reasonable measures, using the latest known practicable devises and means, to eliminate any unusual, nauseous, loud or objectionable noise, gases, vapors, odors and vibrations and to maintain the lowest possible sound level in its operations. 5.6 Lessee shall not do or permit to be done anything which might interfere with the effectiveness or accessibility of utility, heating, ventilating or air conditioning systems or portions thereof on the Leased Premises. Lessees shall not place any additional lock of any kind upon any window or interior or exterior door in the Leased Premises, or make any change in any existing door or window lock or the mechanism thereof, unless a key therefore is maintained on the Leased Premises Lessee shall not refuse upon expiration or sooner termination of this Lease to surrender to Lessor any and all keys to the interior and exterior doors on the Leased Premises whether said keys were furnished to or otherwise procured by Lessee. If any keys furnished to Lessee by Lessor are lost, Lessee shall pay Lessor, on demand, the cost for replacement thereof. 5.7 Lessee agrees not to improve, change, alter, add to, remove or demolish the Leased Premises without prior written consent of the Lessor. 5.8 Lessee agrees that nothing shall be done or kept in the Leased Premises and no improvements, changes, alterations, additions, maintenance or repairs shall be made to the Leased Premises which might be unsafe or hazardous to any person or property. Further, Lessee shall not do or permit to be done any act or thing upon the Leased Premises which will invalidate, suspend or increase the rate of any fire insurance policy required under this Lease, or carried by Lessor, covering the Leased Premises or the buildings in which the Leased Premises 4 are located or which, in the opinion of the Lessor, may constitute a hazardous condition that will increase the risks normally attendant upon the operations contemplated under this Lease. If, by reason of any failure by Lessee to comply with the provisions of this section, after receipt of notice in writing from Lessor, any fire insurance rate on the Leased Premises or on the buildings in which the same is located, shall at any time be higher than it normally would be, then Lessee shall pay the Lessor, on demand, that part of all fire insurance premiums paid by the Lessor which have been charged because of such violation or failure of Lessee; provided, that nothing herein shall preclude Lessee from bringing, keeping or using on or about the Leased Premises such materials, supplies, equipment and machinery as are appropriate or customary in carrying on its business, or from carrying on the normal operations contemplated herein. 5.9 Lessee agrees that nothing shall be done or kept on the Leased Premises and no improvements, changes, alterations, additions, maintenance or repairs shall be made to the Leased Premises which might impair the structural soundness of the Terminal, result in an overload of utility, plumbing, or HVAC systems serving the Terminal or interfere with electric, electronic or other equipment at the Airport. In the event of violations hereof, Lessee agrees to immediately remedy the violation at its expense. 5.10 Lessee agrees that all improvements to the Leased Premises, including approved changes and renovations, which are affixed to the realty, shall become the property of the Lessor upon their completion and acceptance by Lessor. SECTION SIX RULES AND REGULATIONS 6.0 Lessee agrees to observe and obey all Eagle County Regional Airport Rules and Regulations, including any security plans, as may be created and amended from time to time, relating to the use of the Terminal or to the Leased Premises. 6.1 Lessee shall obey all federal, state and local laws, orders, rules and regulations in all conduct in or upon the Leased Premises. 6.2 Lessee, in conducting any activity in the Leased Premises, shall comply with all applicable local, state or federal environmental rules, regulations, statutes, laws or orders (collectively "Environmental Regulations "), including but not limited to Environmental Requirements regarding the storage, use and disposal of Hazardous Materials or Special Wastes to the Environment. Lessee shall acquire all necessary federal, state, and local environmental permits and comply with all applicable federal and state environmental permit requirements. 6.3 Lessee agrees not to use or permit the Leased Premises to be used for any purpose prohibited by the laws of the United States or the State of Colorado or the resolutions or ordinances of Eagle County or Airport rules and regulations, all as amended from time to time, and not otherwise authorized hereunder, and it further agrees that it will use the Leased Premises in accordance with all applicable federal, state and local laws, ordinances, resolutions and all rules and regulations adopted by the County or the Lessor for the management, operation and control of the Airport, either promulgated by the Lessor or Eagle County on its own initiative or in compliance with regulations or actions of the Federal Aviation Administration or other authorized federal agency including the Transportation Security Administration. SECTION SEVEN DAMAGE OR DESTRUCTION OF LEASED PREMISES 7.0 If the Leased Premises, or any portion thereof, is destroyed or damaged by fire or otherwise to an extent which renders it unusable, Lessor may rebuild or repair any portions of the building structure destroyed or damaged, and, if the cause was beyond the control of Lessee, the obligation of Lessee to pay the compensation hereunder shall abate as to such damaged or destroyed portions during the time they are unusable. If Lessor elects not to proceed with the rebuilding or repair of the building structure, it shall give notice of such intent within 90 days after the destruction or damage. Lessee may then, at its option, terminate this Lease. 7.1 If Lessor elects to rebuild the building structure, Lessee must replace all approved improvements on the Leased Premises at its sole cost. Lessor and Lessee shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss or damage. 7.2 Lessor shall not be liable for any loss of property by theft or burglary from the Terminal or for any damage to person or property on the Terminal resulting from lightning, or water, rain or snow, which may come into or issue or flow from any part of the Terminal, or from the pipes, plumbing, wiring, gas or sprinklers thereof or that may be caused by the Lessor's employees or any other cause, and Lessee agrees to make no claim for any such loss or damage at any time, except for any abatement of compensation or right to insurance proceeds provided for in this Section. 7.3 Lessor and Lessee each waive any and every claim for recovery from the other for any and all loss of or damage to the Leased Premises or to the contents thereof, which loss or damage is covered by valid and collectible fire and extended insurance policies, to the extent that such loss or damage is recoverable under such insurance policies. Since this mutual waiver will preclude the assignment of any such claim by subrogation or otherwise to an insurance company or any other person, Lessee agrees to give to each insurance company which has issued, or may issue, to the Lessee policies of fire and extended coverage insurance, written notice of the terms of this mutual waiver, and to have such insurance policies properly endorsed, if necessary, to prevent the invalidation of the insurance coverage by reason of this waiver. SECTION EIGHT INSURANCE 8.0 Lessee agrees to secure at its own expense, and to keep in force at all times during the Term hereof, Comprehensive General Public Liability Insurance in the minimum amount of Two Million Dollars ($2,000,000.00) bodily injury and property damage combined single limit each occurrence. The required insurance coverage also shall include Personal Injury, Blanket Contractual Coverage for this Lease, Independent Contractors Coverage, and Fire Damage Expense. The limit of insurance for Fire Damage Expense shall be not less than One Hundred Thousand Dollars ($100,000.00). Lessee shall also maintain in force during the term hereof, insurance to cover 100% of the replacement cost of the Lessee's improvements, fixtures and equipment in the Terminal. 8.1 Lessee shall also maintain in force during the term of this Lease, Workman's Compensation and Employer's Liability Insurance in accordance with the provisions of Colorado law. The limit of such insurance coverage shall be for statutory workman's compensation benefits, and shall be not less than One Hundred Thousand Dollars ($100,000.00) for Employer's Liability Insurance. 8.2 Lessee agrees that Eagle County and Lessor shall be named as additional insured under such policy or policies of insurance. The insurance requirements herein are minimum requirements for this Lease and in no way limit the indemnification covenants contained in this Lease. 8.3 A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. Said certificate(s) shall provide that such insurance coverage will not be canceled or reduced without at least thirty (30) days prior written notice to Lessor. At least ten (10) days prior to the expiration of said insurance policy or policies, a certificate showing that such insurance coverage has been renewed or extended shall be filed with Lessor. If such coverage is canceled or reduced, Lessee shall within seven (7) days of notice of cancellation or reduction, but in any event not more than fifteen (15) days before the effective date of said cancellation or reduction, file with Lessor a certificate showing that the required insurance has been reinstated in full, or provided through another insurance company or companies. 8.4 In the event that Lessee shall at any time fail to provide Lessor with the insurance required under this section, Lessor may immediately terminate this Lease. 8.5 The insurance carried by the Lessee, as required by this Lease, shall be primary over any insurance carried by the Lessor for the Lessor's own protection. A copy of the insurance representative's license, or other legal proof of his /her authorization to sign the Certificate of Insurance for and on behalf of the insurance company /companies shown thereon, must be attached to the Certificate of Insurance. Facsimile stamped signature on the Certificate will not be accepted. The Certificate must be signed by the insurance company's authorized representative. 8.6 Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an "A.M. Best" rating of not less than A- VII. Lessor in no way warrants that the above - required minimum insurer rating is sufficient to protect the Lessee from potential insurer insolvency. 8.7 In consideration for the use and occupancy of the Leased Premises, the Lessee agrees to waive all rights of subrogation against the Lessor, the County, and their respective offices, officials, agents and employees for losses arising from the use, occupancy or condition of the Leased Premises. SECTION NINE INDEMNIFICATION OF LESSOR 9.0 The Lessee shall indemnify and hold harmless Lessor, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which Lessor may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Lessee or any of its subcontractors hereunder; and Lessee shall reimburse Lessor for reasonable attorney fees and costs, legal and other expenses incurred by Lessor in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against Lessor to the extent that Lessor is liable to such third party for such claims without regard to the involvement of the Lessee. This paragraph shall survive expiration or termination hereof. The minimum insurance requirements prescribed herein shall not be deemed to limit or define the obligations of Lessee hereunder. SECTION TEN TERMINATION BY LESSOR 10.0 Lessee shall be in default hereunder if Lessee: A. Fails to timely pay when due to Lessor the compensation or any other payment required hereunder; or B. Is in default under any other agreement with Lessor or Eagle County; or C. Becomes insolvent, or takes the benefit of any present or future insolvency or bankruptcy statute, or makes a general assignment for the benefit of creditors, or consents to the appointment of a receiver, trustee or liquidator of any or substantially all of its property; or D. Transfers its interest under this Lease, without the prior written approval of Lessor, by reason of death, operation of law, assignment, sublease or otherwise, to any other person, entity, or; E. Abandons, deserts or vacates the Leased Premises; or F. Suffers any lien or attachment to be filed against the Leased Premises, the Airport or Lessor's property because of any act or omission of Lessee, and such lien or attachment is not discharged or contested by Lessee in good faith by prior legal proceedings within 20 days after receipt of notice thereof by Lessee; or G. Fails to keep, perform and observe any other promise, covenant or agreement set forth in this Lease; or H. Gives its permission to any person to use for any illegal purpose any portion of the Terminal made available to Lessee for its use under this Lease. 10.1 If Lessee defaults in any of the covenants, terms and conditions herein, the Lessor may exercise any one or more of the following remedies: A. Terminate the Lease upon thirty (30) days written notice to Lessee of its intent to terminate. If Lessor elects to terminate, Lessee shall be liable to Lessor for all amounts owing at the time of termination, including but not limited to compensation due plus interest thereon at the past due interest rate together with any other amount to fully compensate Lessor for all loss of compensation, damages, and costs, including attorney's fees, caused by Lessee's failure to perform its obligations hereunder, or which in the ordinary course would likely result therefrom. Upon termination of this Lease as provided in this Section 10.1 A. or elsewhere in this Lease, all rights granted Lessee hereunder shall cease and terminate and Lessee hereby covenants to surrender peaceably and quietly to Lessor the Leased Premises and the improvements free and clear of any claim whatsoever of Lessee; or B. Lessor may elect to allow this Lease to continue in full force and effect and to enforce all of Lessor's rights and remedies hereunder, including without limitation the right to collect compensation as it becomes due together with past due interest and late fees; or C. Lessor may elect to reenter and take possession of the Leased Premises and expel Lessee or any person claiming under Lessee and remove all effects as may be necessary, without prejudice to any remedies for damages or breach. Such reentry shall not be construed as termination of this Lease unless a written notice specifically so states; however, Lessor reserves the right to terminate the Lease at any time after reentry. Following reentry the Lessor may relet the Leased Premises or any portion thereof, for the account of Lessee, on such terms and conditions as Lessor may chose, and may make such repairs or improvements as it deems appropriate for any failure to relet or any failure to collect compensation due for such reletting. Lessee shall be liable to Lessor for all costs of reletting, including attorney' fees and repairs or improvements. Notwithstanding re -entry by Lessor, Lessee shall continue to be liable for all amounts due as compensation under this Lease, on the dates specified and in such amounts as would be payable if default had not occurred. Upon termination of the Lease by Lessor, Lessor, having credited to the account of Lessee any amounts recovered through reletting, shall refund, without interest, any amount which exceeds the compensation, damages, and costs payable by Lessee under this Lease. 10.2 The remedies provided in this Lease shall be cumulative and shall in no way effect any other remedy available to Lessor under law or equity. 10.3 No failure of Lessor to insist upon the strict performance of a term, covenant or agreement contained in this Lease, no failure by Lessor to exercise any right or remedy under this Lease, and no acceptance of full or partial payment during the continuance of any default by Lessee shall constitute a waiver of any such term, covenant or agreement or a waiver of any such right or remedy or a waiver of any default by Lessee. SECTION ELEVEN SURRENDER OF POSSESSION 11.0 On the termination of this Lease, Lessee's rights to use of the Leased Premises shall cease, and Lessee shall vacate the premises without unreasonable delay. 11.1 Except as otherwise provided in this Lease, the fixtures, improvements, equipment, and other property bought, installed or erected by Lessee in, on, or about the Leased Premises, shall be deemed to become the property of Lessor upon termination of the Lease. SECTION TWELVE INSPECTION BY LESSOR 12.0 During the Lessee's occupation of the premises, the Lessor shall have the full right of entry to the Leased Premises for any purpose necessary, incidental to or in connection with obligations hereunder, or in the exercise of its function or for the purpose of making inspections it deems necessary on the Leased Premises, either by its Aviation Director or designated employees, at any or all reasonable times upon prior notification to the local manager of Lessee. SECTION THIRTEEN ASSIGNMENT AND SUBLETTING 13.0 Lessee shall not assign this Lease or in any way transfer or hypothecate any of its interest in this Lease without first obtaining the written consent of the Lessor, which consent will not be unreasonably withheld, provided that Lessee acknowledges that Lessor need not consent to any such assignment or subletting at any time. As used herein, "assignment" means and includes but is not limited to, (i) the grant or transfer of any right, title, possession, lien, encumbrance, security interest or other interest in, on or to five percent (5 %) or more of the stock or other ownership interest of Lessee, (ii) grants or transfers to a single person or entity, including to any other person(s) and entity(ies) directly or indirectly controlled by it or which directly or indirectly control it, of any right, title, possession, lien, encumbrance security interest or other interest in, on or to the stock or other ownership interest which aggregate five percent (5 %) or more of the stock or other ownership interest of Lessee, (iii) if Lessee is a limited liability company, a change in the chief operating officer, manager or other person responsible for the day -to -day performance by Lessee of the Lease, (iv) the grant or transfer of any right, title, lien, encumbrance, security interest or other interest in, on or to some or all of the income or profits (however they may be measured or defined, e.g., gross income, gross profit, operating profit, net profit) of Lessee, and (v) the grant or transfer of any right, title, lien, encumbrance, security interest or other interest in, on or to some or all of the cash flow (however it may be measured or defined) of Lessee. If Lessee shall assign or attempt to assign its interest in the whole or any part of this Lease in violation of this section, such assignment shall be void and this Lease shall 10 thereupon automatically terminate. Lessor's consent to one assignment shall not be deemed to be a consent to any subsequent assignment. SECTION FOURTEEN COSTS OF LITIGATION 14.0 Lessee covenants that in case the Lessor shall, without any default on its part, be made a party to any litigation commenced by or against the said Lessee with respect to the Leased Premises or improvements thereon, then the Lessee shall pay all costs in connection with such litigation and that said Lessee shall pay all costs and reasonable attorneys' fees which may be incurred by said Lessor in enforcing the covenants and agreements of this Lease. All such reasonable costs and attorneys' fees, when paid by said Lessor, shall become at once a first and valid lien upon Lessee's interest in the buildings and improvements upon said premises and upon the leasehold estate hereby created. SECTION FIFTEEN NATIONAL EMERGENCY 15.0 In the event possession of the Leased Premises and the improvements thereon is assumed by the United States of America, or other authorized agency, under any emergency powers, the rent due under this Lease shall abate for the period of such possession. In such event both Lessor and Lessee shall not be responsible for any of the other covenants in this Lease until possession by the United States of America shall terminate. In the further event that Lessee shall be reimbursed by the United States of America or other authorized agency, for its assumption of possession, then the rental provisions of this Lease shall remain in effect; but provided further, however, that if said reimbursement is less than the amount of rental herein provided, the Lessee shall be required to pay to the Lessor only such amount of reimbursement as it shall receive from the United States of America or other authorized agency. SECTION SIXTEEN SUBORDINATION 16.0 This Lease is subordinate to the provisions of any existing or future agreement between the Lessor and the United States of America relative to the development, operation or maintenance of the Terminal, the execution of which has been or in the future may be required as condition precedent to the expenditure of federal funds for the development of the Terminal. 16.1 This Lease is subject to the written approval of Eagle County and is subject and subordinate to the terms, reservation, restrictions and conditions of the Ground Lease and any existing or future agreements between Lessor and Eagle County. 11 SECTION SEVENTEEN SIGNS 17.0 Any commercial signs that are placed within the Leased Premises must have the written approval of the Aviation Director and must conform to the Interior and Tenant Design Guidelines of the Eagle County Airport Terminal Building Development Program. SECTION EIGHTEEN NO CONFLICTS WITH ASSURANCES 18.0 It is understood that Lessor has made and will in the future make certain assurances as a condition to obtain grant funds and PFC approvals from the FAA. Nothing in this Lease shall conflict with such assurances. SECTION NINETEEN MISCELLANEOUS 19.0 Nondiscrimination. A. In connection with the performance of its rights, privileges and obligations under this Lease, Lessee shall not discriminate against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability. In addition, Lessee shall use the Leased Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally- Assisted Programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended. B. This Lease is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The Lessee 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. C. Lessee agrees to include the above statements in Section 19.0 (A) and (B) in any subcontract concession agreement or contract covered by 49 CFR Part 23, that it enters into and cause those businesses to similarly include the statements in further agreements. 19.1 The Lessor reserves the right to further develop or improve the Terminal, including any part thereof and facility thereon, as it sees fit, regardless of the desires or view of the Lessee, and without interference or hindrance. 19.2 Lessee agrees to comply with the notification and review requirement covered in Part 77 of the Federal Aviation Regulations in the event any future structure or building is planned for 12 the Leased Premises, or in the event of any planned modification or alteration of any present or future building or structure on the Leased Premises. 19.3 It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308(a) of the Federal Aviation Act of 1958, as amended. 19.4 All improvements to the Leased Premises by Lessee shall be approved by the Aviation Director and shall comply with the applicable building code, the Airport Master Plan, and the specifications included in this Lease, and any revisions or amendments thereof. 19.5 Any notices, demands, payment or other writings required by this Lease to be made, given or transmitted to the parties hereto, shall be deemed to have been given, if enclosed in an envelope with first class postage attached to ensure delivery and deposited in the United States mail, addressed to: Lessor: Aviation Director Address: Eagle County Regional Airport Post Office Box 850 tel. Eagle, Colorado 81631 tel. 970 - 328 -2680 fax 970 - 328 -2687 Lessee: LilyandMajor, Inc. Address: 34323 Hwy. 6 Edwards, CO 81632 tel. 970 - 688 -7080 fax. None Notice given by mail shall be deemed given the third business day after deposit. If notice also is simultaneously given by facsimile, notice shall be deemed given the business day following the facsimile transmission. Notice may be given by personal delivery to the offices described above or to the Lessee's Terminal representative, and shall be deemed given at the time of delivery. The address to which any notice, demand or other writing may be given or mailed to any party as provided may be changed by written notice given by such party as provided above. 19.6 All covenants, conditions, and revisions in this Lease shall extend to and bind the legal representatives, successors, and assigns of the respective parties hereto. 19.7 This Lease shall be construed and interpreted in accordance with the laws of the State of Colorado. Jurisdiction and venue over any action arising out of this Lease shall lie exclusively in the District Court of Eagle County, Colorado. 13 19.8 Any covenant, condition, or provision herein contained that is held to be invalid by any court of competent jurisdiction shall be considered deleted from this Lease, but such deletion shall in no way affect any other covenant, condition, or provision herein contained. 19.9 All amendments to this Lease must be made in writing and signed by the parties hereto. The waiver of any breach or condition on one occasion shall not be deemed a waiver of the duty or condition thereafter. 19.10 Section headings in this Lease are intended for convenience only and shall not be taken into consideration in the construction or interpretation of this Lease or any of its provisions. 19.11 No representations or promises shall be binding upon the parties to this agreement except those promises and representations contained herein or in some future writing executed by the parties. 19.12 Interruption of services or curtailment of any service maintained in the Terminal, if caused by strikes, mechanical difficulties or any causes beyond Lessor or Eagle County's control shall not entitle Lessee to any damages against Lessor. 19.13 Neither party hereto shall be liable to the other for any failure, delay or interruption in the performance of any of the terms, covenants or conditions of this Lease due to causes beyond the control of that party, including without limitation strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage or any other circumstance for which such party is not responsible or which is not in its power to control BUT IN NO EVENT SHALL THIS PARAGRAPH BE CONSTRUED SO AS TO ALLOW Lessee to reduce its obligation to pay rent herein. 19.14 Lessee shall cause its officers, contractors, agents and employees to comply with any and all existing and future security regulations or Security Plan adopted by Lessor or Eagle County pursuant to Part 107, Federal Air Regulations of the Federal Aviation Administration, as it may be amended from time to time. 19.15 This Lease is in all respects subject and subordinate to any and all of Lessor's bond indentures applicable to the Terminal Building and Airport and to any other bond indentures which should amend, supplement or replace such bond indentures. The parties to this Lease acknowledge and agree that all property subject to this Lease which was financed by the net proceeds of tax - exempt bonds is owned by Lessor or Eagle County, and Lessee agrees not to take any action that would impair, or omit to take any action required to confirm, the treatment of such property as owned by Lessor or Eagle County for purposes of Section 142(b) of the Internal Revenue Code of 1986, as amended. In particular the Lessee agrees to make, and hereby makes, an irrevocable election (binding on itself and all successors in interest under this Agreement) not to claim depreciation or an investment credit with respect to any property subject to this Lease which was financed by the net proceeds of tax - exempt bonds and shall execute such forms and take such other action as Lessor or Eagle County may request in order to implement such election. 14 i 19.16 Lessee represents and warrants, which representation and warranty form a material part of the consideration of this Lease without which Lessor would not enter into this Lease, that it is authorized to and lawfully able to enter into and perform, and is under no prohibition against entering into and performing this Lease and that entering into this Lease and performing pursuant to the terms hereof shall not constitute or cause a default or breach of any other contract, covenant or duty. 19.17 Lessee shall furnish its accommodation and /or services on a fair, equal and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable and not unjustly discriminatory prices for each unit or service; provided that the Lessee may be allowed to make reasonable and non - discriminatory discounts, rebates or other similar type of price reductions to volume purchasers. 19.18 The Lessor reserves the right but shall not be obligated to the Lessee, to maintain and keep in repair the landing area of the Airport and all publicly -owned facilities of the Terminal, together with the right to direct and control all activities of the Lessee in this regard. 19.19 The parties acknowledge and agree that the provisions herein constitute the entire agreement and that all representations made by any officer, agent or employee of the respective parties unless included herein are null and void and of no effect. 19.20 This Lease does not, and shall not be deemed or construed to, confer upon or grant to any third party or parties except parties to whom the Lessee may assign this Lease in accordance with the terms hereof, and except any successor to Lessor any right to claim damages or to bring any suit, action or other proceeding against either Lessor or the Lessee because of any breach hereof or because of any of the terms, covenants, agreements and conditions herein. 19.21 Lessee recognizes that from time to time during the term of this Lease, it may be necessary for Lessor to commence or complete programs of construction, expansion, relocation, maintenance and repair in order that the Terminal and its facilities may be completed and operated as Lessor determines, and that such construction, expansion, relocation, maintenance and repair may inconvenience the Lessee in its operation at the Airport. Lessee agrees that no liability shall attach to Lessor or Eagle County, its officers, agents, employees, contractors, subcontractors and representatives by way of such inconveniences, and Lessee waives any right to claim damages or other consideration therefrom. SECTION TWENTY ACDBE REQUIREMENTS 20.0 Lessee agrees to make good faith efforts to ensure that business concerns owned and controlled by socially and economically disadvantaged individuals as defined in the U.S. Department of Transportation's regulations, 49 CFR Part 23 and 26, as amended, participate in at least 0.4% of the activity, service or facility provided by Lessee during the entire term of this Agreement by means of a joint venture, partnership, franchise or any other legal arrangement that results in bona fide ownership and control of the activity, service or facility. Said 15 participation shall be measured as a percentage of total annual gross revenues obtained by Lessee in its operations under this Lease. If the Lessee is unable to achieve this goal under joint venture, partnership, franchise or similar legal arrangement, Lessee shall seek to obtain the required DBE participation by other means, such as the purchase of goods, services, supplies and/or products from certified ACDBE vendors. If Lessee fails to achieve the 0.4% goal, it shall provide documentation to Lessor demonstrating that it made good faith efforts in attempting to meet the goal. In the event that the Lessee qualifies as a certified ACDBE, the 0.4% goal shall be deemed to have been met. 20.1 Throughout the term of this Lease, Lessee agrees that it shall continue to utilize qualified and available DBE firms which have been and continue to be certified to the fullest extent which is reasonably possible to achieve and to an extent necessary to comply with the above - stated goals. If a DBE subtenant, joint venturer, supplier or service provider must be replaced for any reason during the term of this Lease, Lessee agrees that it shall replace the subtenant, joint venturer, supplier or service provider with another DBE, or if it cannot, then Lessee shall demonstrate to Lessor that it made good faith efforts to do so. 20.2 No later than 90 days following the expiration or earlier termination of the Lease, Lessee shall provide to Lessor the following annual ACDBE information: the name and address of each certified ACDBE with which it has done business during the past year, a description of the nature of the services performed by and /or items purchased from each firm named, and the dollar value of each transaction. [REST OF PAGE INTENTIONALLY LEFT BLANK] 16 WHEREFORE, the parties have executed this Lease the date first set forth above. ATTEST: By: �Sfecretary Brent M pall, LESSOR: EAGLE COUNTY AIR TERMINAL CORPORATION r r By: i nne McQue e , President [IN 0"101.01 LILYANDMAJOR, INC. By:;.e� Names STATE OF } ss. COUNTY OF } The foregoing instrument was acknowledged before me byj, -�„ this -�5 -'o day of rf��ur , 2016. My commission expires: ROBERTO RAMPS NOLASCO Notary Public , State of Colorado Notary Public Notary Ili 20154042634 My Commission Expires Nov 9. 2019 17 0 0 Exhibit A — LilyandMajor, Inc. Counter Space Drawing -u-- O U A I �UA X DL MEr,TALRANT ORA3�tW WECH, ELEr E(W C064W HAI;6ACE CFF -LOA � t WCURITY n 120 5F T-1 BAOCA01: CLAIP Spam L;ANOPY a a 18 a a El ACORtf CERTIFICATE OF LIABILITY INSURANCE `- DATE(MM /DD/YYYY) 02/05/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: CT Mike Koenig Rocky Mountain Ins & Financial PO Box 548 A/C No Ell: (970) 926 7315 n/c No : (970) 926-7364 E -MAIL if ik me rm.or ADDRESS: mike@rmif.org INSURER(S) AFFORDING COVERAGE NAIC # X INSURERA: MUSIC 36838 Edwards CO 81632 INSURED -INSURER B: Lily and Major Inc. dba SkiPodz INSURER C: 34323 U.S. Hwy 6 INSURER D: R204 INSURER E: 1 INSURER F: Edwards CO 81632 GUVERAGE5 CERTIFICATE NLIMRFR- RFvISInKi NILIMaIM0. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL IN SD SUBR WV POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP MM/DD/YYYY I LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FS VI EACH OCCURRENCE $ 2,000,000 DAMA E TO RENTED PREMISES Ea occurrence $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 A MP000500500 12/14/2015 12/14/2016 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 GEN'L X POLICY ] PRO : LOC PRODUCTS - COMP /OP AGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident ) $ r NON -OWNED HIRED AUTOS AUTOS L PROPERTY DAMAGE Per accident $ $ UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY Y / N STATUTE ER E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N / A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Location: Eagle County Airport Terminal Kiosk Certificate holders are named as Additional Insured. - 1 IF 1v� I � nvw�m tiANL r_LLA 11UN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County Air Terminal Coroporation ACCORDANCE WITH THE POLICY PROVISIONS. Eagle County AUTHORIZED REPRESENTATIVE PO BOX 850 Eagle CO 81631�� ©1988 -2014 ACORD CORPORATION. All riahts resPrvPd ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ACORbr CERTIFICATE OF LIABILITY INSURANCE F DATE(MM /DD/YYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 02/05/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: acNr o EXf : 970- 475 -4141 aC No): 970 -545 -4142 Nicholas Budor(0707351) 275 Main St Ste 210 ADDRIEss: n dor farmersa ent.com INSURERS AFFORDING COVERAGE NAIC # INSURERA: Truck Insurance Exchange 21709 Edwards CO 81632 -7805 INSURED INSURER B: Farmers Insurance Exchange 21652 LilyandMajor, Inc. INSURERC: Mid Century Insurance Company 21687 INSURER D : 34323 US Hwy 6 INSURER E : MED EXP (Any one person) $ INSURER F: CLAIMS -MADE LJ OCCUR Edwards CO 81632 COVERAGES CERTIFICATE NUMBER: RFVISInN NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ CLAIMS -MADE LJ OCCUR PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ POLICY PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS Y DI BOL INJURY Per accident ( ) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION X I WC STATU- OTH- B AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? [Y (Mandatory in NH) If yes, describe under N/A N A04173787 11/18/2015 11/18/2016 LIMITS E.L. EACH ACCIDENT $ 500,000 E.L. DISEASE - EA EMPLOYE $ 500,000 E.L. DISEASE - POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Certificate holder is listed as Additional insured on the named Insured's general liability policy. Waiver of Subrogation applies in favor of the certificate holder on the workers compensation policy. vinI Irwrl I" "W�WQM Eagle County Air Terminal Corporation Eagle County PO Box 850 Eagle, CO 81631 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE AULIKU -L5 (YU1U 1U5) ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD