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HomeMy WebLinkAboutECAT17-015 The Paradies Inc Storage LeaseSTORAGE AND OFFICE SPACE LEASE BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND THE PARADIES, INC. THIS LEASE is made and entered into this 09/27/2017 , by and between the Eagle County Air Terminal Corporation, a not for profit corporation of the State of Colorado, hereinafter referred to as the "Lessor," and, and The Paradies Shops, Inc., a corporation organized under the laws of the state of Georgia, hereinafter referred to as the "Lessee." WITNESSETH: WHEREAS, Lessor owns and operates the Eagle County Airport Terminal (hereinafter referred to as "Terminal") located in the Eagle County Regional Airport ("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 and The Paradies Shops, Inc., for the purpose of storage and office space; NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties hereto hereby agree as follows: SECTION ONE LEASE 1.0 Lessor hereby leases to Lessee the spaces as more particularly described on Exhibit A which is attached hereto and incorporated herein (hereinafter sometimes collectively referred to as the "Leased Premises"). Lessee shall use the Leased Premises as identified on Exhibit A solely for the purpose of storage and office space. 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. SECTION TWO TERM 2.0 This Lease shall be a tenancy for month-to-month. Notwithstanding Section 10 or anything else contained herein to the contrary, such month-to-month 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. ECAT17-015 Notwithstanding the foregoing, upon defeasance of the bonds issued pursuant to the 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, this Agreement shall terminate, as of the date of defeasance, and Lessee shall vacate the premises leased hereunder within not more than thirty (30) days. 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. 2.1 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. SECTION THREE RENTALS AND CHARGES 3.0 Lessee shall pay to Lessor a sum of $3.09 per square foot for the 310 square feet of storage and office space and a sum of $3.10 per square foot for the 400 square feet of storage and office space (or a total of 710 square feet or $2,197.00 per month) payable in advance, and due on the first day of each month at Eagle County Air Terminal Corporation c/o Eagle County Airport Manager, P.D. Box 850, Eagle, CO 81631. The first payment is due upon execution of this Lease Agreement. 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 Any rent overdue for more than ten (10) days will have late fees and interest assessed. The late fee will equal 10% of the current monthly rental. Further 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 action, Lessee shall be solely responsible for all fees and costs of Lessor associated with such proceeding including but not limited to attorney fees. 3.2 Termination of the Lease by either party shall not constitute grounds for proration of the rent due unless specifically otherwise provided in this Lease. SECTION FOUR TAXES AND ASSESSMENTS & 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 2 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 Agreement. SECTION FIVE MAINTENANCE AND UTILITIES 5.0 In addition to the rent, Lessee shall be solely liable for all utility installations and services for the Leased Premises. 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; but Lessee may not install water or sewer/septic services. Lessee shall provide for and supply, at its expense, janitor and trash removal services with respect to the Leased Premises. Lessee shall pay for all telephone and other utilities and services used by it on or in connection with the Leased Premises. 5.1 Lessor shall provide and maintain, water, sewer, general lighting, electrical power, and heating and air-conditioning for the Terminal and make them available to the Lessee. If Lessee requires additional 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 expense 5.2 During the Term of this Lease, Lessor shall maintain the Leased Premises in good and clean repair, reasonable wear and tear excepted. 5.3 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 office and storage operations. 5.4 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. 5.5 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. 3 5.6 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. 5.7 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 therefor is maintained on the Leased Premises, nor refuse upon expiration or sooner termination of this Agreement 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. 5.8 Lessee agrees not to improve, change, alter, add to, remove or demolish the Leased Premises without prior written consent of the Lessor. Lessee must comply with all conditions which may be imposed by the Lessor, in its sole discretion. Full and complete specifications for all work and improvements, along with a statement of the time required to complete such work shall be submitted to and approved in writing by the Lessor before construction work commences. Copies of plans for all changes or alterations shall be given to the Lessor for review and written approval prior to commencement of construction. 5.9 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 Agreement, or carried by Lessor, covering the Leased Premises or the buildings in which the Leased Premises 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 Agreement. 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. 4 5.10 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 building, result in an overload of utility, plumbing, or HVAC systems serving the Terminal Building 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. 5.11 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 Terminal Rules and Regulations, including the Security Plan, as may be amended or changed 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. 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 its intent within 90 days after the destruction or damage. Lessee may then, at its option, cancel and terminate this Agreement. 7.1 If Lessor elects to rebuild, Lessee must replace all 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. 5 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 One Million Dollars ($1,000,000.00) bodily injury and property damage combined single limit each occurrence. The required insurance coverage also shall include Personal Injury, Blanket Contractual Coverage for this Agreement, and Independent Contractors Coverage. Lessee shall also maintain in force during the term hereof, insurance to cover the market value of Lessee's equipment in the Terminal. Lessee shall also maintain in force during the term of this Agreement, 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. Lessee agrees that Eagle County and Lessor shall be named as additional insured under such policy or policies of insurance. A certificate or certificates evidencing such insurance coverage shall be filed with Lessor within ten (1 a) days after execution of this Agreement, and 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 (1 a) 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. 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 Agreement. The insurance carried by the Lessee, as required by this Agreement, 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. The Lessor will conditionally accept self-insurance under this section, subject to review and approval of appropriate County and State requirements. All preceding coverages and limits will apply. Lessor's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. 6 SECTION NINE INDEMNIFICATION OF LESSOR 9.0 Lessee hereby agrees to release and indemnify and save harmless Lessor, its officers, agents, and employees from and against any and all loss of or damage to property, or injuries to or death of any person or persons, including property and employees or agents of the Lessor, and shall defend, indemnify and save harmless Lessor, its officers, agents and employees from any and all claims, damages, suits, costs, expense, liability, actions, penalties or proceedings of any kind or nature whatsoever, including workers compensation claims of or by anyone whomsoever, in any way resulting from or arising out of directly or indirectly its operations in connection herewith, its construction of any improvements, or its use or occupancy of any portion of the Airport and including acts and omissions of officers, employees, representatives suppliers, invitees, contractors, subcontractors and agents of the Lessee, provided that the Lessee need not release, indemnify and save harmless the County and Lessor its officers, agents and employees from damages resulting from sole negligence of the County's and Lessor's officers, agents and employees. 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: A. Lessee 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 Agreement, 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 P► G. Fails to keep, perform and observe any other promise, covenant or agreement set forth in this Agreement; 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 Agreement. 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 Agreement with or without cause upon thirty (30) days written notice; or B. Lessor may elect to allow this Agreement 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 cancel and terminate this Agreement and repossess the Leased Premises with or without process of law, and without liability for so doing, upon giving 30 days written notice to Lessee of its intention to terminate, at the end of which time, all rights hereunder of the Lessee shall 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. D. 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 Agreement unless a written notice specifically so states; however, Lessor reserves the right to terminate the Agreement 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 Agreement, on the dates specified and in such amounts as would be payable if default had not occurred. Upon termination of the Agreement by Lessor, Lessor, having credited to the account of Lessee any amounts recovered through reletting, shall 8 refund, without interest, any amount which exceeds the compensation, damages, and costs payable by Lessee under this Agreement. The remedies provided in this Agreement shall be cumulative and shall in no way effect any other remedy available to Lessor under law or equity. No failure of Lessor to insist upon the strict performance of a term, covenant or agreement contained in this Agreement, no failure by Lessor to exercise any right or remedy under this Agreement, 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 agreement, the fixtures, improvements, equipment, and other property bought, installed or erected by Lessee in, on, or about the Leased Premises, including, but not limited to pipes, pumps, wires, poles, heating and air conditioning equipment, 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 Terminal Manager 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, and to the extent that Lessor has space available to lease. 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 9 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 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 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. 10 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 agreement 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 Cou nty. SECTION SEVENTEEN SIGNS 17.0 No commercial signs shall be placed within the space without the written approval of the Terminal Manager. 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 the Agreement shall conflict with such assurances. SECTION NINETEEN MISCELLANEOUS A. DISCRIMINATION. The Lessee for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree "as a covenant running with the land" that: 1. No person on the grounds of race, color, sexual preference, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of said facilities. 2. In the construction of any improvements, on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color, sexual preference or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. 3. The Lessee shall use the 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, and as said Regulations may be amended. B. DEVELOPMENT. 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. Lessee recognizes that from time to time during the Term of this Agreement, it may be necessary for Lessor to commence or complete programs of construction, expansion, relocation, maintenance and repair in order that the Airfield, Terminal and its facilities may be completed and operated as Eagle County and 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. C. MODIFICATION/ALTERATION. 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 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. D. EXCLUSIVE RIGHT. 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 208(a) of the Federal Aviation Act of 1958, as amended. E. STRUCTURAL COMPLIANCE. All improvements to the Leased Premises by Lessee shall comply with the applicable building code, the Airport Master Plan, and the specifications included in this Lease, and any revisions or amendments thereof. F. NOTICES. 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: Airport Manager Eagle County Regional Airport Post Office Box 850 Eagle, Colorado 81631 tel. 970-524-8246 fax 970-524-8247 12 The Paradies Shops, Inc. Attn. Dave Wagner Senior Director of Food and Beverage 2849 Paces Ferry Road Overlook I, 4th Floor Atlanta, GA 30339 Phone: 404-494-3310 Fax: 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 station manager, 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. G. SUCCESSORS. All covenants, conditions, and revisions in this agreement shall extend to and bind the legal representatives, successors, and assigns of the respective parties hereto. H. JURISDICTION AND VENUE. This agreement 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. SEVERANCE. 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 agreement, but such deletion shall in no way affect any other covenant, condition, or provision herein contained. J. AMENDMENTS. All amendments to this Lease must be made in writing. The waiver of any breach or condition on one occasion shall not be deemed a waiver of the duty or condition thereafter. K. ADDITIONAL SERVICES. The Lessor shall have no responsibility or liability to furnish any services to Lessee other than those specified in this Lease, but Lessee may negotiate with Lessor for any additional services it may request and shall pay for such additional services the consideration so negotiated. L. SECTION HEADINGS. Section headings in this Agreement are intended for convenience only and shall not be taken into consideration in the construction or interpretation of this Agreement or any of its provisions. 13 M. EFFECT OF OTHER REPRESENTATIONS. 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. N. INTERRUPTION OF SERVICE OR USE. Interruption of services or curtailment of any service maintained in the Terminal Building, 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. O. FORCE MAJEURE. 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 Agreement 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. P. 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. Q. BOND INDENTURE. This Agreement 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 agreement acknowledge and agree that all property subject to this Agreement 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 Agreement 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. R. LESSEE'S WARRANTY. Lessee represents and warrants, which representation and warranty form a material part of the consideration of this Agreement without which Lessor would not enter into this Agreement, that it is authorized to and lawfully able to enter into and perform, and is under no prohibition against 14 entering into and performing this Agreement and that entering into this Agreement and performing pursuant to the terms hereof shall not constitute or cause a default or breach of any other contract, covenant or duty. S. ACCOMMODATION/SERVICES. 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. T. MAINTENANCE. 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. Wherefore, the parties have executed this Lease the date first set forth above. LESSOR: EAGLE CDLIIVTY AIR TERMINAL CORPORATION B­22­­­� By: Jillian Ryan, President LESSEE: The Paradies Shops, Inc. By: Its: Senior Vice President ATTEST: By: 15 - L �►rrmm�nnrmm�nmrr,� r RP A8 0 �l 11111111 ■ 11111111III� 11111111 � 111111111 �.r:-_ ACC)ROr CERTIFICATE OF LIABILITY INSURANCE ��. TEr DA0813012017vv 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 have ADDITIONAL INSURED provisions or 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 endorsernent(s). PRODUCER MCGRIFF, SEIBELS & WILLIAMS OF GEORGIA, INC. 5605 Glenridge Drive - Suite 300 CONTACI NAME: PHONE 404 497-7500 FAX AIC No Ext : W No E-MAJL ADDRESS., Atlanta, GA 30342 INSURER AFFORMG COVERAGE NAIL 9 INSURER A Sentry Insurance A Mutual Company 24988 07/01/2017 INSURER B -Travelers Property & Casualty Co. INSURED Fulton Holding Corp. clo The Paradies Shops, LLC INSURER C -Nati onal Union Fre Ins Co of Pittsbu rg h PA 2849 Paces Ferry Road Overlook I, Suite 400 INSURER D: INSURER E: Atlanta, GA 30339 INSURER F: COVERAGES CERTIFICATE NUMBER: SM8DOBSW REVISION NUMBER: 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. NSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF DDI POLICY EXP MM!DD,'YY LWTS Gypsum, CO 81637 X CD MIME RCIAL GENERAL LIABILITY 901614303 07/01/2017 07/01/2018 EACH OCCURRENCE $ 1,000,000 F PR 1,000,000 CLAIMS -MADE OCCUR EMISESMAGECEaaccENTErrence $ MED EXP [Any one person) $ 10,000 PERSONALS ADV INJURY $ 2,000,030 X Liquor Liability Included GE N'L AGG REGATE LIMIT APPLIES PER, GENERAL AGGREGATE $ 10,030,030 POLICY 71 PEC Fx-1 LOC PRODUCTS-COMPIOPAGG $ 2,OW,OW $ OTHER, AUTOMDBILE LIABILITY COM BIN E❑ S ING LE LIMIT E8 accident ANY AUTO BODILY INJURY [Per person] $ OWNED SCHEDULED BODILY INJURY [Per accident] $ AUTOS ONLY AUTOS HIRED NON -OWNED I PROPERTY DAMAGE $ AUTOS ONLY AUTOSONLY Per accident B X LIM BRELLA LIAB X OCCUR ZUP81M3537416NF 0710112017 0710112018 EACH OCCURRENCE $ 10,000,000 IEXCESS LIAB CLAIMS -MADE AGGREGATE $ 10,000,000 DED I I RETENTION $ ProductslCompleted Ops $ 10,000,000 A WORKERS COMPENSATION 901614301 (AOS) 0710112017 0710112018 X PER OTTH- AND EMPLOYERS' LIABILITY YIN 901 61 43 02 (WI) STATUTE R ANY PRO PRI ETORIPARTNERIEXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED? N1A N 1 A I (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ C Crime 04-829-35-46 1212312016 1212312017 Employee Theft 3,000,000 Forgery or Alteration $ 3,000,000mises InsidelOutside Pre $ 3,000,000 Computer Fraud $ 3,000,000 Funds Transfer Fraud $ 3,000,000 DESCRIPTION DF OPERATIONSI LOCATIONS 1 VEHICLES (ACD RD 101, Additional Remarks Schedule, may beattached it more space is required} Re: Location #9975 - Eagle County Regional Airport CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016,+03) Page 1 oft U 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. NGSI LLC; NGSI Eagle, LLC; Eagle County Air Terminal Corporation AUTHORIZED REPRESENTATIVE 219 Eldonloon Eldon VUllson Road �� Gypsum, CO 81637 ACORD 25 (2016,+03) Page 1 oft U 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AC- �� DATE IMM'DD.-YYYY] ��. EVIDENCE OF PROPERTY INSURANCE SMSDOBSWF 0813012017 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. AGENCY I PHONE404 497-7500 COMPANY No. Ex 11: MCGRIFF, SEIBELS & WILLIAMS OF GEORGIA, INC. Continental Casualty Company 5605 Glenridge Drive - Suite 300 Atlanta, GA 30342 FAX CGDE: E-MAIL .QUSM MER IDp: INSURED Fulton Holding Corp. Go The Paradies Shops, LLC 2849 Paces Ferry Road Overlook I, Suite 400 Atlanta, GA 30339 $UB CGDE: LOAN NUMBER EFFECTIVE DATE EXPIRATION DATE 071D1121 07/01/2018 THI$ REPLACE$ PRIOR EVIDENCE DATED: POLICY NUMBER I RMP6023213547 CONTINUED UNTIL TERMINATED IF CHECKED PROPERTY INFORMATION LOCATIONIDESCRI PTID N Re: Location #9975 - Eagle County Regional Airport 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 RESPECTTO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BYTHE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALLTHE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION PERILS INSURED I 13ASIC BROAD SPECIAL COVERAGE IPERIL$IFORM$ _ AMOUNrOFMURANCE DEDUCTIBLE Blanket Business Personal Property (All -Risk) - Replacement Cost $250,OD0,000 $50,000 Blanket Stock included $50,000 Business Income & Extra Expense Coverage- Included included 48 Hours Loss of Rents Coverage - 12 Months Earth Movement - occurrence and aggregate (low hazard) $25,ODD,ODO Flood - occurrence and aggregate (low hazard) $25,ODD,ODO NUR IrlC1M&--IIrim CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST NAME AND ADDRESS All 11r111NAL INSURED LENDER'S LOSS PAYABLE LOSS PAYEE MORTGAGEE LOAN # NGSI VAI L, LLC; NGSI Eagle, LLC; Eagle County Air Terminal Corporation AUTHORIZED REPRESENTATIVE 219 Eldon Eldon Wilson Road Gypsum, CO 81637 ACORD 27 (2076.'03) C) 1993-2015 ACORD CORPORATION. All rights reserved. Page 2 of 2 The ACORD name and logo are registered marks of ACORD