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HomeMy WebLinkAboutC21-391 Cooley Mesa LeasingDocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 LEASE AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND COOLEY MESA LEASING, LLC This Lease agreement (the "Agreement") is entered into this 11/16/2021 , by and between the County of Eagle, State of Colorado, a body politic and corporate, acting by and through its Board of County Commissioners ("County"), and Cooley Mesa Leasing, LLC, a Colorado Limited Liability Company ("Concessionaire"). WITNESSETH: WHEREAS, the County owns, controls and operates the Eagle County Regional Airport (the "Airport") located at 217 Eldon Wilson Road, in the Town of Gypsum, State of Colorado; and WHEREAS, the County is duly authorized by law to administer and govern the Airport and has the right to lease portions of the Airport property and to grant operating privileges thereon subject to the terms and conditions hereinafter set forth; and WHEREAS, Concessionaire provides car rental/automobile related services and desires to make such services as required by the County, as herein more fully described, available at the Airport. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties hereby agree as follows: ARTICLE ONE LEASED PREMISES 1.1 Lease Rights Granted. The County hereby leases to Concessionaire the property more particularly described in Exhibit A, attached hereto and incorporated herein by this reference, subject to the terms and conditions of this Agreement ("Leased Premises") for uses as set forth in Article Three, below. The Leased Premises consists of 76,125 square feet and shall include all Leasehold Improvements defined in Article Five below and as shown and depicted on Exhibit B. The Leased Premises is expressly subject to an avigation easement hereby reserved to the County and the Airport for the flight of aircraft over the Leased Premises. 1.2 Use of Leased Premises. Concessionaire shall have the right to use the Leased Premises solely for the uses set forth in Article Three, below. 1.3 Rights Not Exclusive. The County reserves the right, in its sole discretion, to grant other tenants a similar lease with similar terms and conditions. Concessionaire understands and agrees that its right to conduct business at the Airport is not exclusive. 1.4 County Reservation. The County reserves for itself the right to install utilities upon areas of the Leased Premises as necessary or convenient for the operation of the Airport, and the DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 County further shall have the right to grant easements in areas of the Leased Premises for the installation of utilities, provided that the use of such areas or the grant of such easements does not unreasonably interfere with the Concessionaire's operations and use of the Leased Premises. The Concessionaire shall not be entitled to any abatement of rent unless the use of such areas or the grant of such easements substantially interferes with the Concessionaire's operations or use of the Leased Premises. 1.5 ans of Access. Concessionaire, 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 Leased Premises as specified by the County. Such access shall, without exception, be in common with such other persons (including, at the option of the County, the general public) as the County may authorize or permit, and the County may, at any time, temporarily or permanently close, consent to 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 Section 11.17 herein entitled "Security." Concessionaire hereby releases and discharges the County of and from any claims, demands or causes of action which the Concessionaire may at any time have against the County arising or alleged to arise out of the closing of any access or roadway, ingress or egress or other area at the Airport or in its environs used as such, so long as reasonable and similar access, ingress and egress is available after any such modification. 1.6 Right of Inspection. The County retains the full right of entry in and to the Leased Premises at all reasonable times upon prior notification to Concessionaire for any purpose necessary, incidental to or in connection with its obligations hereunder, or in the exercise of its governmental functions, or for the purpose of making any inspection it deems necessary. No such entry by or on behalf of the County upon the Leased Premises shall constitute or cause a termination of this Agreement nor shall such entry be deemed to constitute an interference with the possession the Leased Premises by Concessionaire. 1.7 FAA and Airport Instruments and Equipment. The Federal Aviation Agency ("FAA") and the County are hereby granted the right and privilege by Concessionaire to place on and around the Leased Premises, without cost to Concessionaire, whatever instruments and equipment they desire during the Term of this Agreement, so long as said instruments and equipment do not unreasonably interfere with the Concessionaire's operations and use of the Leased Premises. ARTICLE TWO TERM 2.1 Term. The term of this Agreement ("Term") shall be for a period of twenty-five (25) years, commencing effective July 1, 2019, and continuing through June 30, 2044 (the "Termination Date"), unless earlier terminated pursuant to the terms of this Agreement. The first year of the Term shall commence effective at noon on July 1, 2019, and end at midnight on June 30, 2020 (the "First Lease Year"). Each subsequent year of the Term shall commence on July 1 and terminate at midnight on June 30 (each a "Lease Year"). E DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 2.2 Termination of Lease by County. This Agreement shall be subject to termination by the County in the event of any one or more of the following events: (a) the default by Concessionaire under Sections 9.1 and 9.2 herein; and (b) pursuant to Section 11.10 herein upon not less than 180 days prior written notice to Concessionaire. 2.3 Surrender of Leased Premises. Upon the expiration or earlier termination of this Agreement or on the date specified in any demand for possession by the County after any Default by Concessionaire, Concessionaire covenants and agrees to surrender possession of the Leased Premises to County without unreasonable delay. The buildings, fixtures, improvements, and other property bought, installed or erected by Concessionaire in, on, or about the Airport property and the Leased Premises, including, but not limited to, underground storage tanks, pipes, pumps, wires, poles, heating and air conditioning equipment, shall be deemed to be the property of the County upon conclusion of the Term. Any and all personal property not removed by Concessionaire within a 30-day period after the expiration or termination of the Term shall thereupon become a part of the land on which it is located, and title thereto shall thereupon vest in the County. 2.4 Holding Over. If Concessionaire remains in possession of the Leased Premises after the expiration of this Agreement with the permission of the County and without any written renewal thereof, such holding over shall not be deemed as a renewal or extension of this Agreement, but shall create only a tenancy from month to month that may be terminated at any time by Concessionaire or County 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 Agreement. ARTICLE THREE USE AND PRIVILEGES OF LEASED PREMISES 3.1 Concession Rights Granted. The County does hereby grant to Concessionaire a concession to operate the following on the Leased Premises for the Term and subject to the conditions set forth in this Agreement: 3.1.1 The non-exclusive right, privilege and obligation to conduct and operate a car rental concession and maintenance facility, including customer service area, car check -in area, two rental car counters, public restrooms, and related services consistent with the concession provided for in this Agreement; 3.1.2 The right, privilege, and obligation to service and maintain in good and safe operating order, free from known mechanical defects, only passenger -type rental vehicles; rent and check in rental vehicles, including the right to offer for sale related collision damage waiver protection, personal injury and accident insurance, personal effects insurance, and rent equipment incidental to the rental of motor vehicles, such as cellular phones, ski racks, luggage racks, infant seats and such other equipment as may be approved by County. It is the intent of this Agreement that the rental car customers of Concessionaire will operate the vehicle rented only from the ready/return parking spaces provided for herein, and Concessionaire shall not 3 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 engage in customer shuttle operations of any kind to or from the Airport terminal building. 3.1.3 The non-exclusive right, privilege and obligation to conduct a car wash facility, consisting of one automatic wash bay; one wand and service bay, including equipment for light maintenance and repairs; and four (4) vacuum islands/systems. The wash waste -water will be recirculated and re -used. The County hereby approves the addition of a hand wash bay on the Leased Premises, such installation and construction to be conducted in accordance with Article Five herein. 3.1.4 The non-exclusive right, privilege and obligation to operate five (5) fuel islands for the sale of fuel to car rental concessionaires operating at the Airport and to Airport customers only. Fuel sales to the general public are prohibited. 3.1.5 The right, privilege and obligation to operate a parking lot containing 100 parking spaces and 25 ready/return parking spaces in conjunction with the rental car concession. The parking lot is asphalt and all other areas shown on Exhibit B will be gravel. 3.1.6 The right, privilege and obligation to provide the services described on Exhibit C. The County hereby approves the installation of up to 20 electric vehicle car charging stations on the Leased Premises. In the event Concessionaire desires to install a solar array on the Leased Premises to offset electrical usage of the EV charging stations, it must obtain the prior approval of the FAA and the County as to the design, location and kW of such array. ARTICLE FOUR FEES 4.1 Concessionaire's Right to Charge Fees for Products and Services. Concessionaire shall be permitted to charge reasonable fees and charges for services rendered and products sold. A report of all fees and charges, past and present, and any changes thereto, shall be available for the County's inspection at all reasonable times. 4.2 Fees and Charges. Concessionaire shall pay a combination of Base Rent, a percentage of gross revenues, and the fuel flowage fee to County under this Agreement. 4.2.1 Base Rent. A. Base Rent for the Leased Premises, which is agreed is 76,125 square feet as described in Exhibit A, is 0.35 cents per square foot per year, or a total annual area Base Rent of $26,643.75, payable in twelve equal monthly installments of $2,220.31. The payment of the Base Rent shall be payable by the first day of each month for which it is due, commencing on July 1, 2019. B. On July 1, 2019, and upon the expiration of each Lease Year thereafter, the Base Rent shall be adjusted by an amount equal to the Base Rent for the previous Lease Year multiplied by a fraction the numerator of which shall be the Index (as hereinafter defined) as of the month immediately preceding the commencement of each such Lease Year minus the Index I DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 as of the month immediately preceding the prior Lease Year, and the denominator of which shall be the Index as of the month immediately preceding the prior Lease Year (the "Adjustment Rent"). In no event shall the Base Rent for any Lease Year be less than the Base Rent for the preceding Lease Year. In the event the numerator of said fraction is not available at the time of adjustment of the Base Rent as provided herein, Concessionaire shall continue to pay the Base Rent established for the previous 12 month period; provided, however, Concessionaire shall promptly pay to the County any deficiency at such time as said Base Rent is adjusted. C. As used herein, "Index" shall mean the "Consumer Price Index of all Urban Consumers" relating to Denver and issued by the Bureau of Labor Statistics of the United States Department of Labor. If the Index shall not be published with respect to a month in question, the Index used shall be that in effect for the nearest preceding month. In the event the Index shall hereinafter be converted to a different standard reference base or otherwise revised, all calculations made with regard to the Index shall be made using such conversion table factor, or formula as my be published by the United States Department of Labor Statistics or other recognized publisher of statistical information. In the event the Index shall cease to be published, then, for the purpose of this section there shall be substituted for the Index such other Index as County and Concessionaire shall agree upon. D. Within a reasonable time after obtaining the appropriate data necessary for computing the amount of the Base Rent, the County shall give Concessionaire written notice of the amount of the Base Rent for the ensuing Lease Year. County's computation of the amount of the Base Rent shall be conclusive and binding unless Concessionaire shall notify County of any claimed error therein within 30 days after the giving of such notice by County; provided, however, that the foregoing shall not preclude any adjustment which may be required in the event of a published amendment of the Consumer Price Index figures upon which the computation was based. If County shall fail to notify Concessionaire of the amount of the Base Rent for each calendar month during any Lease Year which is to be determined pursuant to the provisions of this Section 4.2.2, Concessionaire shall continue to pay the amount of the Base Rent for each calendar month during the preceding Lease Year until County gives Concessionaire the notice required by the provisions of this Section 4.2.2. Within 30 days after County gives Concessionaire such notice, County and Concessionaire shall adjust between them the difference between the total amount of the Base Rent paid prior to such notice and the total amount of the Base Rent that should have been due because of the increase in the amount of the Base Rent pursuant to the provisions of this Section 4.2.2. 4.2.2 Percentage of Gross Revenues. A. Concessionaire shall pay to the County a sum equal to three percent (3%) of the adjusted gross receipts from all business conducted and carried on by Concessionaire at the Airport, excluding any revenues generated as a result of its car rental business on the Leased Premises. B. Concessionaire shall pay to the County a sum equal to six percent (6%) of the adjusted gross receipts from all revenues generated as a result of any car rental business conducted on the Leased Premises, in accordance with Eagle County Resolution 92-08, which 5 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 adopted the Rules and Regulations for Ground Transportations at Eagle County Airport. C. The term "adjusted gross receipts" as used in this Agreement shall mean the aggregate amount of all sales made and services performed, for cash, on credit or otherwise, of every kind, name and nature. Adjusted gross receipts shall also include the aggregate value of all goods, wares and merchandise received for property or services, at the selling price thereof, as if the same had been sold for cash. There shall be excluded from adjusted gross receipts (1) all fuel sales by Concessionaire; (2) all sales to Eagle County Government; (3) Federal, state and municipal sales taxes, or other similar taxes separately stated and collected from customers; (4) bad debts; (5) the cost of repairs made to damaged vehicle; and 6) all sales of rental vehicles. 4.2.3 Fuel Flowage Fee. Concessionaire shall pay to County a sum equal to $0.08 per gallon for all fuel sales on the Leased Premises. 4.2.4 Interest on Past Due Amounts. Any payments not made to County when due shall accrue interest at the rate of two percent (2%) per month. 4.2.5 Place of Payment. All payments due the County from Concessionaire shall be delivered to the Eagle County Aviation Director, P.O. Box 850, 500 Broadway, Eagle, Colorado 81631, or as otherwise designated in writing by the County. 4.2.6 Books and Records. For the purpose of ascertaining the sums due to County pursuant to this Agreement, Concessionaire shall keep at the Leased Premises an accurate account of all daily sales and revenues made by Concessionaire in, on, or from the Leased Premises, including fuel sales, the same to be entered into a book of a permanent nature which shall be available to the County for its inspection at all reasonable times. 4.2.7 Annual statement. Within sixty (60) days after the end of each calendar year, Concessionaire shall furnish to County a true and accurate statement of the total of all annual gross receipts and business transacted during the preceding calendar year (showing the authorized deductions or exclusions in computing the amount of such gross receipts and business transactions). Such statement shall be prepared and certified to be true and correct by an officer of Concessionaire and shall be furnished for every calendar year in which business was transacted under this Agreement during the whole or any part of the year. 4.2.8 Audit. County reserves the right to audit said statement and Concessionaire's books and records, including examination of the general ledger and all other supporting material, including tax returns, at any reasonable time during business hours, to verify the adjusted gross receipts. If the audit establishes that Concessionaire has understated or overstated the adjusted gross receipts by $500.00 or more, the entire expense of said audit shall be borne by Concessionaire. Any additional payment due from Concessionaire shall forthwith be paid to the County, with interest thereon at 1-1/2 percent (1.5%) per month from the date such amount originally became payable to the County. Any overpayment by Concessionaire shall be credited against further payments due to the County. DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 4.2.9 Disputes. In the event that any dispute may arise as to the adjusted gross receipts collected, the amount claimed due by Concessionaire shall be paid forthwith and the dispute shall be submitted to a certified public accountant, agreeable to both parties, who shall determine the rights of the parties hereunder in conformity with generally accepted accounting principles. The fees due said accountant for such service shall be paid by the unsuccessful party, or in the event the determination is partially in favor of each party, the fee shall be borne equally by the parties. ARTICLE FIVE CONSTRUCTION, OPERATION AND USE OF LEASED PREMISES 5.1 Leasehold Improvements. The buildings, facilities, improvements, structures (including underground fuel storage tanks) and landscaping constructed or installed by Concessionaire on the Leased Premises and depicted on Exhibit B hereto shall constitute the leasehold improvements ("Leasehold Improvements"). 5.2 Restrictions on Changes and Alternations. Subject to the requirements of Section 5.3 herein entitled "Renovation of Leased Premises," Concessionaire agrees not to improve, change, alter, add to, remove or demolish all or any of the Lease Improvements without the prior written consent of the Aviation Director or his authorized representative. 5.3 Renovation of Leased Premises. Concessionaire shall provide design plans and specifications of any proposed renovations of the Leasehold Improvements for the approval of the Aviation Director or his authorized representative. Full and complete specifications for all work and improvements, along with a statement of the time required to complete such renovations, shall be submitted to and approved in writing by the Aviation Director or his authorized representative before renovation and/or construction work commences. Four copies of plans for all renovations shall be given to the Aviation Director for review and written approval prior to commencement of construction. After County's final approval, County shall return to Concessionaire one approved copy for its records and shall retain one approved copy as an official record thereof. First-class standards of design and construction will be required in connection with all such renovation work, and all renovation improvements shall conform with applicable statutes, ordinances, building codes, regulations and other general requirements of County, including procurement of general liability and builder's risk insurance and performance and payments bonds, and compliance with worker's compensation, prevailing wage, and compliance with the Americans with Disabilities Act, 42 U.S.C. 12,000 et seq., and its regulations. Prior to commencement of construction, Concessionaire shall furnish to the County in a form satisfactory to the County Attorney's Office, a performance bond as provided for in the County's Minimum Requirements and a materials and labor payment bond to insure that all contractors, materialmen, suppliers, subcontractors, etc., are paid for their activities and materials used on construction of Concessionaire's Leasehold Improvements on the Leased Premises; and to insure no claim is made against the County and that no lien shall attach to the Airport property. The approval given by County shall not constitute a representation or warranty as to such conformity; responsibility therefor shall at all times remain with Concessionaire. Approval of the County shall extend to and include consideration of architectural and aesthetic matters, and County expressly reserves the right to reject any designs for renovation submitted and to 7 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 require Concessionaire to resubmit designs and layout proposals until they meet with County's approval. The County agrees to act promptly upon a request for approval of such plans and/or revisions thereto. 5.4 Title to Improvements. Concessionaire agrees that all Leasehold Improvements and any other improvements to the Leased Premises or Airport property, including approved changes and renovations, which are affixed to the realty, shall become the property of the County upon expiration or termination of this Agreement in accordance with Section 2.3, above. 5.5 Removal of Concessionaire's Equipment. Concessionaire shall retain title to and shall remove, at its sole cost, prior to the expiration or termination of this Lease Agreement, all of Concessionaire's equipment, which includes signage, trade fixtures, computer equipment, vehicles, revenue control equipment and other personal property, which have been purchased by Concessionaire for the Leased Premises ("Concessionaire's Equipment"). If such removal shall injure or damage the Leased Premises, Concessionaire agrees, at its sole cost, at or prior to the expiration or termination of this Lease Agreement, to repair such injury or damage in good and workmanlike fashion and to place the Leased Premises in the same condition as the Leased Premises would have been if such Concessionaire's Equipment had not been installed. If Concessionaire fails to remove any of Concessionaire's Equipment by the expiration or termination of this Lease Agreement, County may, at its option, keep and retain any such Concessionaire's Equipment or dispose of the same and retain any proceeds therefrom, and County shall be entitled to recover from Concessionaire any costs of County in removing the same and in restoring the Leased Premises in excess of the actual proceeds, if any, received by County from disposition thereof. In addition, if County removes any of Concessionaire's Equipment, Concessionaire hereby specifically agrees to indemnify and hold County harmless from all costs, losses, expenses or damages incurred in relation to the removal of Concessionaire's Equipment, including without limitation all costs of associated remedial actions, fines or penalties, reasonable attorney fees, engineering fees and other professional expert fees. 5.6 Operations. Concessionaire agrees to conduct its business to accommodate the public using the Airport and to operate the facilities in the following manner: 5.6.1 Concessionaire shall operate its facilities in a first-class manner satisfactory to the Aviation Director or his authorized representative consistent with services, advertising and marketing plan which has the prior written approval of the Aviation Director. Concessionaire's services, advertising and marketing plan has been approved by the Director and is attached as F.xhihit C'_ 5.6.2 Concessionaire shall at all times retain at the Leased Premises an experienced manager fully authorized to represent and act for it in the operation on the Leased Premises and to accept service of all notices provided for herein. At times when this manager is not present at the Airport, Concessionaire shall assign, or cause to be assigned, a qualified subordinate to be in charge of the Leased Premises, services and facilities and to be available at the Leased Premises to act for such manager. E DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 5.6.3 During the required hours of operation, Concessionaire shall provide personnel in sufficient number and quality necessary to conveniently and efficiently serve the public. Such personnel shall be thoroughly qualified, familiar with the business, courteous, informative and helpful to the public. The attire of such personnel shall be of the highest character and in keeping with that worn by personnel in similar first-class businesses in the Eagle County area. Personnel shall be attired in identifiable dress and at all times possess visible identification as to their name and employer. It shall be the responsibility of Concessionaire to maintain close supervision over its employees to assure a high standard of service to customers of Concessionaire. 5.6.4 The Aviation Director or their authorized representative shall have the right to make reasonable objections to the quality and character of the service rendered the public, and the appearance and condition of the Leased Premises. Concessionaire agrees to promptly discontinue or remedy any objectionable practice or condition within five (5) days after written notice by the Aviation Director or their authorized representative. 5.6.5 Concessionaire shall maintain the underground fuel storage tanks in accordance with minimum applicable EPA standards. Concessionaire shall take all precautions necessary to insure that only non -contaminated fuel is delivered. Fuel delivered shall be clean, bright, pure and free of microscopic organisms, water or other contaminants. Quality control of the fuel is the responsibility of Concessionaire. 5.6.6 Concessionaire shall provide for the adequate and sanitary handling and disposal, away from the Airport, of all trash, waste and other materials, including but not limited to used oil, solvents, and other waste. The piling or storage of crates, boxes, barrels and other containers will not be permitted within the Leased Premises. 5.6.7 Concessionaire will provide conveniently located, heated and ventilated restrooms which are accessible by the public. These will be maintained in a clean and sanitary manner. 5.6.8 Concessionaire shall provide a plan for landscaping for the Leased Premises, to be approved by the Aviation Director or his authorized representative. Upon the County's approval, Concessionaire shall provide and maintain in good condition, at its own expense, the agreed upon landscaping for the Leased Premises. 5.7 Hours of Operation. Concessionaire agrees to provide services as herein described and to keep its operations open for business seven (7) days per week an estimated eight (8) hours a day in May, June, September and October and an estimated ten (10) hours a day and during remaining months of the year. unless otherwise mutually agreed upon in writing by the parties. 5.8 Security. Additional security will be provided by Concessionaire for its leased parking lot, if necessary. Any additional security must meet the approval of the Aviation Director. 5.9 Vending Machines. No amusement or vending machines or other machines operated by coins, tokens or currency shall be installed or maintained in or upon the Leased Premises except with the written permission of the Aviation Director or his authorized representative. This prohibition includes, but not by way of limitation, sales from vending machines of such items as 7 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 cigarettes, candy, maps, coffee, soft drinks, newspapers, stamps and insurance policies; money orders and checks; and operation of mechanical or electronic game devices, electronic video games, and entertainment devices. 5.10 Compliance with All Laws and Regulations. Concessionaire 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 rules and regulations adopted by the County or not authorized hereunder, and it further agrees that it will use the Leased Premises in accordance with all applicable federal, state and local laws and all rules and regulations adopted by the County or the Aviation Director for the management, operation and control of the Airport, either promulgated by the County on its own initiative or in compliance with regulations, requirements or actions of the FAA or other authorized federal agency. Concessionaire further agrees to submit any report or reports or information which the County is required by law or regulation to obtain from Concessionaire or which the Aviation Director may request relating to Concessionaire's operations. Concessionaire specifically shall observe the "Eagle County Airport Rules and Regulations" and the "Eagle County Airport Security Plan", as may be amended from time to time. Concessionaire further recognizes that the Airport is subject to various federal grant assurances by virtue of having received funding under the Airport Improvement Program, and that this Lease must therefore include certain required contract provisions, which are incorporated by reference in the terms of this Lease and are attached hereto as Exhibit D, 5.11 Compliance with Environmental Requirements. Concessionaire, in conducting any activity on the Leased Premises, shall comply with all applicable County, local, state and federal rules, regulations, statutes, laws or orders including, but not limited to, requirements regarding the storage, use and disposal of hazardous materials, petroleum products, or any other substance. Concessionaire shall acquire all necessary federal, state, local and airport permits and comply with all permit requirements. Any hazardous materials not normally used in Concessionaire's operations hereunder are barred from the Leased Premises. Concessionaire shall identify all hazardous materials to be used at the Leased Premises. For purposes of this Lease Agreement, hazardous materials shall mean any flammable, explosive or radioactive material, petroleum products, or any substance defined as or included within the definition of "hazardous substance," "hazardous waste," "hazardous materials" or "toxic substances" under any applicable federal, state or local law or regulation. Concessionaire hereby specifically agrees to indemnify and hold County harmless from and against any and all claims, losses, liability, remedial action requirements, enforcement actions of any kind, or costs and expenses, including attorney fees, incurred in connection with or arising from the presence of any hazardous materials or release of any hazardous materials on, under or emanating from the Leased Premises relating to use or occupation of the Leased Premises, or any activity undertaken on or off the Leased Premises in connection with cleanup, handling, treatment, transport or disposal of any hazardous materials on or emanating from the Leased Premises relating to Concessionaire's use or occupation of the Leased Premises. In the event of a release or threatened release of substance relating to or arising out of the Concessionaire's use or occupancy of the Leased Premises, or in the event any claim, demand, action or notice is made against the Concessionaire with regard to the Concessionaire's failure or alleged failure to comply with any requirement hereunder, the Concessionaire immediately shall notify the County in writing and shall provide the County with copies of any written claims, demands, notices or actions so made. Concessionaire shall also undertake all 10 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 actions necessary to remedy or remove any hazardous materials and any other contamination discovered on or under the Leased Premises introduced by or affected by Concessionaire as is necessary to restore the Leased Premises to either its condition immediately prior to the initiation of the Lease Agreement or to a condition in compliance with all applicable local, state, federal or Airport laws, rules, regulations or orders, at the County's sole discretion. This work shall be performed at Concessionaire's expense and the County shall have the right to review and inspect all such work at any time using consultants and representatives of County's choice. Concessionaire shall further conduct surface and subsurface monitoring pertaining to Concessionaire's activities hereunder to ensure compliance with applicable laws, rules, regulations and permits. Concessionaire, at the request of County, shall make available for inspection and copying, upon reasonable notice and at reasonable times, any or all of the documents and materials that the Concessionaire has prepared pursuant to any requirement hereunder or submitted to any governmental or regulatory agency. If there is a requirement to file any notice or report of a release or threatened release of a substance on, under or about the Leased Premises, Concessionaire shall provide a copy of such report or notice to the County. County shall have a right of access to the Leased Premises without prior notice to inspect the same to confirm that Concessionaire is using the Leased Premises in accordance with this Lease Agreement. At County's request, Concessionaire shall conduct any further testing and analysis as is necessary to ascertain whether the Concessionaire is in compliance with this Lease Agreement. 5.12 Waste of Impairment of Value. Concessionaire agrees that nothing shall be done or kept on the Leased Premises which might impair the value of the County's property or which would constitute waste or a public or private nuisance. 5.13 Structural or Electrical Overloading. Concessionaire 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 Leasehold Improvements which might result in an overload of utility lines serving the Airport or interfere with electric, electronic or other equipment at the Airport. In the event of violations hereof, Concessionaire agrees to immediately remedy the violation at Concessionaire's expense. 5.14 Noise, Odors, Vibrations and other Annoyances. Concessionaire shall conduct its operations in an orderly and proper manner so as not to commit any nuisance on the Leased Premises or annoy, disturb or be offensive to others at the Airport and shall take all reasonable measures, using the latest known and practicable devices and means, to eliminate any unusual, nauseous or objectionable noise, vapors, odors, lights and vibrations. 5.15 Accessibility. Concessionaire shall not do or permit to be done anything which might interfere with or hinder police, firefighting or other emergency personnel in the discharge of their duties. 5.16 No Auction. Concessionaire agrees not to allow or permit any sale by auction or hawking on the Leased Premises. 5.17 No other Encumbrances. Concessionaire covenants and agrees not to obtain any financing secured by Concessionaire's interest in the Leased Premises and not to encumber the 11 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 Leased Premises or County property or Concessionaire's interest therein without the prior written consent of the Aviation Director, and to keep the Leased Premises free from all liens and encumbrances. ARTICLE SIX UTILITIES, DRAINAGE, MAINTENANCE AND SERVICES 6. 1 Utilities. Concessionaire, at its sole cost and expense, shall make and obtain all utility connections, hook-ups or taps as necessary for the operation of its concessions and the improvements on the Leased Premises and shall secure all necessary applications and permits and shall pay all application and permit fees, hook-up or tap fees. Concessionaire further agrees at its sole cost and expense to provide meters adequate to measure the amount of utilities and water used or consumed and to maintain said equipment in such a manner as to supply accurate measurements of such usage and consumption. Concessionaire shall be responsible for the payment of all utilities required for operations on the Leased Premises. County represents to Concessionaire that gas and electrical lines are installed and currently operational. 6.2 Interruption of Services. Concessionaire agrees that County shall not be liable for failure to supply any utility services. County reserves the right to temporarily discontinue utility services at such time 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 County. County 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 rent or operate to release the Concessionaire from any of its obligations hereunder, except as otherwise provided in the section entitled "Damage, Destruction or Loss." 6.3 Drainage. If Concessionaire constructs new additional improvements on the Leased Premises that change the surface or the grade of the land, Concessionaire shall either be responsible for detaining on the land the developed flow from its improvements and discharging such flow at its historic rate or constructing offsite detention ponds at a location acceptable to the Aviation Director or his designee and Concessionaire shall maintain such drainage facilities. Concessionaire shall keep such drainage ways on the land clear of debris and obstructions and maintain them in good condition for the passage of the required flow and avoid erosion degradation. 6.4 Maintenance. The cost of maintenance, care and any necessary replacement of the Lease Improvements and/or Leased Premises and shall be borne by Concessionaire. Concessionaire agrees, at its expense and without cost or expense to the County, during the Term hereof that: 6.4.1 Concessionaire shall keep the Lease Improvements in good order and condition and will make all necessary and appropriate repairs and replacements thereof promptly and in a good and workmanlike fashion without diminishing the original quality of such improvements; 12 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 6.4.2 Concessionaire shall not permit rubbish, debris, waste materials or anything unsightly or detrimental to health, or likely to create a fire hazard, or conducive to deterioration, to remain on any part of the Leased Premises or to be disposed of improperly. Accumulation of boxes, cartons, barrels or other similar items shall not be permitted outside enclosed areas on the Leased Premises. Concessionaire shall, at its own expense, collect and deposit all trash and refuse at frequent intervals from the Leased Premises; 6.4.3 Concessionaire shall provide and maintain obstruction lights and all similar equipment or devices now or at any time required by any applicable law, ordinance or municipal, state or federal regulation; 6.4.4 Concessionaire shall be responsible for the removal of snow and ice on and around the Leased Premises and on access road improvements within the Leased Premises; 6.4.5 Concessionaire shall be responsible for the maintenance, replacement and upkeep of the grass, shrubs, trees and all landscaped areas on the land; 6.4.6 Concessionaire shall appropriately light, maintain and repair all access roadways and circulation and pedestrian areas located on the Leased Premises; and 6.4.7 The Aviation Director or his authorized representative shall have the right to make reasonable objections regarding the maintenance and appearance of the Leased Premises. Concessionaire agrees to promptly discontinue or remedy any objectionable condition within five (5) days after written notice by the Aviation Director or his authorized representative. 6.5 Common Use Services. The Aviation Director may establish common use services at the Airport, including but not limited to trash and refuse removal, deliveries, industrial waste handling, recycling, and security guards. The Aviation Director reserves the right to establish charges for common use services based upon documented actual costs. Trash, sewer, and deliveries will be common use services which Concessionaire may be required to use and pay its prorata actual share; however, other common use services may be utilized at Concessionaire's option. Concessionaire agrees to pay the charges for those common use services which are utilized by Concessionaire. ARTICLE SEVEN GENERAL OPERATING PROVISIONS FOR THE AIRPORT 7.1 Reservations of the County. For the purposes of this Agreement, "Public Aircraft Facilities" shall mean (1) runways; (2) taxiways; (3) passenger ramp and apron areas, and (4) any extensions or additions to the above and any other space or facilities provided by the County at the Airport for public and common use by aircraft operators in connection with the landing and taking off of aircraft, or in connection with operations hereinafter authorized to be performed by aircraft operators upon the aforesaid runways, taxiways, and public passenger ramp and apron areas; but only as and to the extent that they are from time to time provided by the County at the Airport for public and common use by aircraft operators. 13 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 7.1.1 The County reserves the right to further develop or improve the Airport as it sees fit regardless of the desires or views of Concessionaire, and without interference or hindrance, except that the County may not arbitrarily violate unreasonably diminish Concessionaire's rights as provided elsewhere in this Agreement except on a temporary basis, or diminish its ability to perform the obligations undertaken by it hereunder; provided, however, that any general or partial closure of any public aircraft facilities for the purpose and duration of construction or repair shall not be considered a violation of diminishing of Concessionaire's rights or ability to perform. 7.1.2 The County reserves the right to maintain and keep in repair the public aircraft facilities of the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of Concessionaire in this regard. 7.1.3 There is hereby reserved to the County, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Leased Premises, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used for navigation of flight in the air, using said airspace for landing at, taking off from, or operating on the Airport. 7.1.4 The County reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Concessionaire from erecting or permitting to be erected, any building or other structure on or adjacent to the Airport which when erected will be above a mean sea level elevation of six thousand five hundred eighty-nine feet and/or which would limit the usefulness of the Airport or constitute a hazard to aircraft. 7.1.5 The County reserves the right to direct and control all activities of Concessionaire on the public aircraft facilities area at the Airport in the event of an emergency or if Concessionaire's operations are interfering with the use by others of the public aircraft facilities of the Airport, and to further develop and improve said Airport as the County, in its sole discretion, may deem proper. The County further reserves the right to inspect the improvements and buildings on the Leased Premises during the period of any construction and at all times after construction and during the term of this agreement or any extension or renewals, for the purpose of insuring compliance with the terms of this agreement, and any and all applicable federal, state or local laws or regulations. 7.2 Notification and Review Requirements. Concessionaire agrees to comply with the notification and review requirements 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 situated on the leased premises. 7.3 No Exclusive Rights Granted. 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 of the Federal Aviation Act. The County reserves the right, at its sole discretion, to grant others certain rights and privileges upon the Airport which are identical in part or in whole 14 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 to those granted to Concessionaire. However, the County does covenant and agree that: 7.3.1 It shall enforce all minimum operating standards or requirements for all aeronautical activities conducted at the Airport. 7.3.2 Any other similarly -situated operator of automobile/transportation activities will not be permitted to operate on the Airport under rates, terms or conditions which are more favorable than those set forth in this Agreement; and 7.3.3 It will not permit the conduct of any automobile / transportation activity at the Airport except pursuant to approved Airport regulations; and 7.3.4 The County reserves the right, but shall not be obligated, to permit other rental car companies, with whom the County has not executed on Airport License and Use Agreements, to enter upon the Airport in general, and the Airport terminal in particular, to pick up and drop off customers, to purchase advertising space on the Airport and within the Airport terminal, and to establish a courtesy phone system on the Airport and within the Airport terminal, all subject to fees and charges in common with other users of that classification. ARTICLE EIGHT INDEMNITY, INSURANCE AND BONDS 8.1 Indemnity. Concessionaire hereby agrees to release and indemnify and save harmless County, 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 County, and shall defend, indemnify and save harmless the County, 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 worker's compensation claims, of or by anyone whomsoever, in any way resulting from, or arising out of, directly or indirectly, its construction and/or operations in connection herewith, or its use or occupancy of any portion of the Airport and including acts and omissions of officers, employees, representatives, suppliers, invitees, contractors and agents of the Concessionaire; provided, that the Concessionaire need not release, indemnify or save harmless the County, its officers, agents and employees from damages resulting from the sole negligence of the County's officers, agents and employees. The minimum insurance requirements prescribed herein shall not be deemed to limit or define the obligations of Concessionaire hereunder. The County shall give to concessionaire prompt notice of any claim made or suit instituted which in any way, directly or indirectly, affects or might affect Concessionaire and Concessionaire shall have the right to compromise or participate in the defense of any such action to the extent of its own interests. Concessionaire shall likewise give prompt notice to the County of any claim or suit which directly affects or might directly affect Concessionaire's ability to operate hereunder or which in any way affects or might affect the County or the general operations of the Airport. 8.2 Insurance. Concessionaire shall at its sole expense obtain and maintain in effect during the term of this Agreement comprehensive public liability and property damage insurance 15 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 covering all of Concessionaire's activities, operations and facilities on or at the Airport. Concessionaire shall maintain in force insurance covering the Leased Premises, its associated improvements and operations. Said insurance shall name the County and Concessionaire with no less than the minimum coverage as provided in the "Minimum Requirements" attached hereto as Exhibit D, and relating to all activities Concessionaire chooses to undertake. Any buildings on the Leased Premises shall be insured for their full replacement cost. The proceeds of any insurance shall be used to repair any damage or destruction to the Leased Premises or its associated improvements. Such insurance shall be maintained with a company or companies approved by the County. A Certified copy of each insurance policy obtained hereunder or a certificate evidencing the existence of such insurance shall be delivered to the County within ten (10) days after execution of this Agreement. Each such copy or certificate shall contain an endorsement by the insurer obligating the carrier of such insurance to furnish the County with thirty (30) days' notice of any intended cancellation, termination or modification of such insurance. Concessionaire further agrees to notify the County in writing as to any amendment or cancellation of such policies. Concessionaire agrees to comply with all of the provisions of the laws of the State of Colorado and the United States of America pertaining to Employer's Liability Insurance, and further agrees that it will insure and keep insured all liability for compensation under the Workmen's Compensation Act of the State of Colorado. 8.3 Surety or Bond. Upon execution of this Agreement, Concessionaire shall deliver to the Aviation Director, and maintain in effect at all times throughout the Term, an irrevocable letter of credit, or such other acceptable surety or bond as first approved in writing by County, in an amount equal to the sums of Fees and Charges paid by Concessionaire over the twelve month period commencing January 1, 2019 and ending December 31, 2019 ($38,800), which amount is subject to increase by the Aviation Director. Such surety or bond shall be payable without condition to the County and guarantee to the County full and faithful performance of all of the terms and provisions of this Agreement by Concessionaire, as said Agreement may be amended, supplemented or extended. All bonds shall be issued by a surety company licensed to transact business in the State of Colorado and satisfactory to and approved by the County. If a bond is executed by an attorney -in -fact of the surety, a power of attorney must be attached to the bond. 8.4 No Personal Liability. No employee of the County shall be held personally liable under this Lease Agreement or because of its execution or attempted execution. 8.5 Taxes, Licenses, Liens and Fees. Concessionaire agrees to promptly pay all taxes, excises, license fees and permit fees of whatever nature applicable to its operations hereunder and to take out and keep current all state or federal licenses required for the conduct of its business at and upon the Leased Premises and further agrees not to permit any of said taxes, excises, license fees or permit fees to become delinquent. Concessionaire 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 thereof, by reason of any construction work or labor performed or materials furnished by any mechanic or materialman. Concessionaire agrees to furnish to the Aviation Director, upon request, duplicate receipts or other satisfactory evidence showing the prompt payment by it of Social Security, unemployment 16 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 insurance and worker's compensation insurance, and all required licenses and all taxes. Concessionaire 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, encumbrance, judgment or execution to be filed against the Leased Premises or improvements thereon which will in any way impair the rights of the County under this Lease Agreement. SECTION NINE DEFAULT, TERMINATION AND REMEDIES 9.1 Concessionaire Default. Concessionaire shall be in default under this Lease Agreement if Concessionaire: 9.1.1 Fails to timely pay when due to County the compensation, rent or any other payment required hereunder; or 9.1.2 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 9.1.3 Transfers its interest under this Lease Agreement, without the prior written approval of the County, by reason of death, operation of law, assignment, sublease or otherwise, to any other person, entity or corporation with the exception of an Affiliate as defined in Section 11.2; or 9.1.4 Abandons, deserts or vacates the Leased Premises; or 9.1.5 Suffers any lien or attachment to be filed against the Leased Premises, the Airport or County's property because of any act or omission of Concessionaire, and such lien or attachment is not discharged or contested by Concessionaire in good faith by proper legal proceedings within 20 days after receipt of notice thereof by Concessionaire; or 9.1.6 Fails to keep, perform and observe any other promise, covenant or agreement set forth in this Agreement and such failure continues for a period of more than 45 days after delivery by the Aviation Director or his designee of a written notice of such breach or default, except where a shorter period is specified herein, or where fulfillment of its obligation requires activity over a period of time and Concessionaire within 10 days of notice commences in good faith to perform whatever may be required to correct its failure to perform and continues such performance without interruption except for causes beyond its control; or 9.1.7 Gives its permission to any person to use for any illegal purpose any portion of 17 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 the Airport made available to Concessionaire for its use under this Agreement. 9.2 County Remedies. If Concessionaire defaults in any of the covenants, terms and conditions herein, the County may exercise any one or more of the following remedies: 9.2.1 The County may elect to allow this Agreement to continue in full force and effect and to enforce all of County's rights and remedies hereunder, including without limitation the right to collect rent as it becomes due together with past due interest; or 9.2.2 The County may cancel and terminate this Agreement and repossess the Leased Premises, with process of law, and without liability for so doing, upon giving 30 days written notice to Concessionaire of its intention to terminate, at the end of which time all the rights hereunder of the Concessionaire shall terminate, unless the default, which shall have been stated in such notice, shall have been cured within such 30 days. Notwithstanding the foregoing, Concessionaire shall be allowed only two notices of default hereunder which it may cure within the 30-day time specified in this section. The third and any additional notice thereafter shall be cured by Concessionaire within 15 days and if Concessionaire fails to cure within such time frame, then County at its sole option may (1) cancel and terminate all of the rights hereunder of the Concessionaire, and the County may, upon the date specified in such notice, reenter the Leased Premises and remove therefrom all property of the Concessionaire and store the same at the expense of the Concessionaire, or (2) elect to proceed under subparagraph 9.2.3 below. If County elects to terminate, Concessionaire shall be liable to County for all amounts owing at the time of termination, including but not limited to rent due plus interest thereon at the past due interest rate together with any other amount to fully compensate County for all loss of rent, damages, and costs, including attorney's fees, caused by Concessionaire's failure to perform its obligations hereunder, or which in the ordinary course would likely result therefrom. 9.2.3 County may elect to reenter and take possession of the Leased Premises with process of law and expel Concessionaire or any person claiming under Concessionaire subject to the time period set forth in Section 9.2.2 herein, 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, the County reserves the right to terminate the Agreement at any time after reentry. Following reentry, the County may relet the Leased Premises, or any portion thereof, for the account of Concessionaire, on such terms and conditions as the County may choose, and may make such repairs or improvements as it deems appropriate to accomplish the reletting. The County shall not be responsible for any failure to relet or any failure to collect rent due for such reletting. Concessionaire shall be liable to County for all costs of reletting, including reasonable attorney's fees and repairs or improvements. Notwithstanding re-entry by the County, Concessionaire shall continue to be liable for all amounts due as rent under this Agreement, on the dates specified and in such amounts as would be payable if default had not occurred. Upon expiration of the Term, or any earlier termination of the Agreement by the County, the County, having credited to the account of Concessionaire any amounts recovered through reletting, shall refund, without interest, any amount which exceeds the rent, damages, and costs payable by Concessionaire under this Agreement. W-* DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 9.3 Termination by Concessionaire. This Agreement shall be subject to termination by Concessionaire in the event of any one or more of the following events: 9.3.1 The abandonment of the Airport as an airport or airfield for any type, class or category of aircraft; or 9.3.2 The failure by the County to keep, perform and observe any other promise, covenant or agreement set forth in this Agreement and such failure continues for a period of more than 45 days after delivery by the Concessionaire of a written notice of such breach or default, except where a shorter period is specified herein, or where fulfillment of its obligation requires activity over a period of time and County within 10 days of notice commences in good faith to perform whatever may be required to correct its failure to perform and continues such performance without interruption except for causes beyond its control; or 9.3.3 The lawful assumption by the United States, or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part or parts thereof, in such a manner as to re -strict substantially Concessionaire from conducting business operations for a period in excess of 180 days. 9.4 Remedies Cumulative. The remedies provided in this Agreement shall be cumulative and shall in no way affect any other remedy available to County or Concessionaire under law or equity. 9.5 Waivers. The waiver of any breach, violation or default in or with respect to the performance or observance of the covenants and conditions contained herein shall not be taken to constitute a waiver of any such subsequent breach, violation or default in or with respect to the same or any other covenants or condition hereof. ARTICLE TEN DAMAGE, DESTRUCTION OR LOSS 10.1 Damage to or Destruction of Leased Premises. If the Lease Improvements, or any portion thereof, are destroyed or damaged by fire, the elements or otherwise, the Concessionaire shall promptly remove all debris resulting from such damage to the Lease Improvements and shall at its sole cost and expense repair and/or reconstruct the Lease Improvements with due diligence in accordance with the plans and specifications for the Leased Premises as they existed prior to such damage or according to the current needs of the Concessionaire as approved by the Aviation Director. 10.2 Loss or Damage to Property. County shall not be liable for any loss of property by theft or burglary from the Airport or for any damage to person or property on the Airport resulting from electric lighting, or water, rain or snow, which may come into or issue or flow from any part of the Airport or Airport Site, or from the pipes thereof, or that may be caused by the County's employees or any other cause, and Concessionaire agrees to make no claim for any such loss or damage at any time. 19 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 10.3 Release of County. The parties hereto agree that the County shall not be liable to Concessionaire for any injury to or death of any of the Concessionaire's agents, representatives or employees or of any other person or for any damage to any of Concessionaire's property or loss of revenue caused by any third person in the maintenance, construction, or operation of facilities at the Airport, or caused by any third person using the Airport, or caused by any third person navigating any aircraft on or over the Airport, whether such injury, death or damage is due to negligence or otherwise. ARTICLE ELEVEN MISCELLANEOUS PROVISIONS 11.1 Advertising and Public Displays. Concessionaire shall not install or have installed or allow to be installed upon or within the Leased Premises, without the prior written approval of the Aviation Director or his authorized representative, any sign on the Leased Premises which is visible to the exterior of any buildings or on the Leased Premises, either lighted or unlighted, static or animated, poster, banners or other display of advertising media, including material supplied by manufacturers of merchandise offered for sale, as well as any other types of display. Permission will not be granted for any advertising material, fixture or equipment which extends beyond the Leased Premises. 11.2 Assignment. Concessionaire covenants and agrees not to assign, pledge, transfer or sublet its rights in this Lease Agreement, in whole or in part, nor grant any license or concession hereunder, except as otherwise provided herein, without the prior written consent of the Aviation Director. Any attempt by the Concessionaire, except as required herein, to assign or in any way transfer its interest in this Lease Agreement, in whole or in part, without such prior written consent of the Aviation Director shall, at the option of said Director, automatically terminate this Lease Agreement and all rights of the Concessionaire hereunder. Such consent may be granted or denied at the sole and absolute discretion of the Aviation Director. Notwithstanding any provisions to the contrary in this Lease Agreement, an assignment or transfer of Concessionaire's right in this Lease Agreement to any entity which controls, is controlled by or is under common control with Concessionaire, or any transfer of ownership interest of Concessionaire to an entity controlled by Brad Ghent or Crista Ghent ("Affiliate Assignment") shall not be deemed an assignment for purposes of this Section 11.2; provided, however, that any such Affiliate Assignment shall not release the Concessionaire from its obligations under this Lease Agreement. The County's consent to one assignment shall not be deemed to be a consent to any subsequent assignment. 11.3 Successor Services. If it appears likely that Concessionaire will not continue to supply the services provided for in this Agreement, then the County shall have the right to limited joint use of Concessionaire's facilities for the balance of Concessionaire's term if necessary to assure that aircraft using the Airport will continue to receive such services upon termination of this Agreement with Concessionaire. 11.4 Rights of Seizure. The County shall not be liable in any respect to Concessionaire in the event of any seizure of all or any part of the Leased Premises by the United States of America or the State of Colorado in time of war or other national emergency. Rent otherwise payable to the 20 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 County shall only abate during such period to the extent that such seizure substantially interferes with Concessionaire's ability to conduct its operations. 11.5 Cooperation. Concessionaire agrees that so long as it is operating pursuant to this Agreement; it shall cooperate in a fair and reasonable way with all other persons and entities operating on the Airport with the permission and approval of the County. 11.6 Agreement Binding Upon Successors. This Agreement, subject to the provisions of the section entitled "Assignment," shall be binding upon and extend to the heirs, personal representatives, successors and assigns of the respective parties hereto. 11.7 Agreement Made in Colorado. This Agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the State of Colorado. 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 so long as such deletion does not materially prejudice the County or Concessionaire in their respective rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. 11.8 Agreement Subordinate to Agreements with "United States." This Agreement is subject and subordinate to the terms, reservations, restrictions and conditions of any existing or future agreements between the County and the United States, the execution of which has been or may be required as a condition precedent to the transfer of federal rights or property to the County for Airport purposes or the expenditure of federal funds for the development of the Airport or airport system. 11.9 Master Layout Plan. Concessionaire agrees that no liability shall attach to the County, its officers, agents and employees by reason of any efforts or action toward implementation of any present or future master plan for the Airport and Concessionaire waives any right to claim damages or other consideration arising therefrom. 11.10 Master Plan —Termination and Relocation. (a) The County reserves the right and Concessionaire agrees that County acting by and through its Aviation Director, at its sole option and without any liability to the County whatsoever, may cancel and terminate this Lease Agreement for the purpose of implementing any present or future master plan for the development of or expansion of the Airport, including, but not by way of limitation, runway or taxiway relocation, clear zone changes, roadways, or more suitable land use needs; provided, that County shall give Concessionaire not less than 180 days prior written notice of termination for this purpose (the "Termination Date"). In the event of such termination as provided in this Section 11.10, the County shall use best efforts to provide Concessionaire suitable alternate land at the Airport for the conduct of Concessionaire's business for the remainder of the Term if (a) the County can reasonably provide such land consistently with implementing any present or future master plan and (b) if providing suitable alternate land does not violate FAA compliance requirements. In the event the Concessionaire reasonably 21 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 determines the County's designation of suitable alternate land is adequate for Concessionaire's operations, this Lease shall not terminate as set forth herein and the parties agree to amend this Agreement as necessary to substitute the alternate land as the Leased Premises. In the event Concessionaire reasonably determines the County's designation of alternate land is not adequate for Concessionaire's operations, Concessionaire shall provide written notice of such fact within 60 days after County notifies Concessionaire of the alternative land and Concessionaire shall vacate the Leased Premises in accordance with this Lease Agreement. (b) In the event this Lease Agreement is terminated pursuant to this Section 11.10, and either (a) the County does not identify suitable alternate land in accordance with Section 11.10(a); or (b) Concessionaire reasonably determines the County's designation of suitable alternate land is not adequate for Concessionaire's operations, Concessionaire is entitled to a lease buy-out as set forth herein and no other monetary payment under this Lease, at law or at equity. The buy-out is computed as the unamortized investment in "hard construction costs" paid by Concessionaire to complete the following improvements to the Leased Premises during the Term: (1) one hand wash bay; (ii) up to 20 electric vehicle car charging stations; and (iii) solar array to offset the electric usage of the EV charging stations, in the event such array is approved by Eagle County and the FAA for use at the Airport (collectively the "Option Term Improvements"). Upon completion of such Option Term Improvements, Concessionaire must provide an affidavit signed by both Concessionaire and Concessionaire's general contractor, architect or construction manager, stating the hard construction costs paid by Concessionaire to complete such Option Term Improvements, together with paid invoices and lien waivers substantiating the costs stated in the affidavit. The hard construction costs may not include financial costs, interest, inventory costs, pre -opening expenses, business interruption, overhead, or debt service on any construction loan. The buy-out is based on a straight-line method as applied to the Term, subject to the cost sharing set forth in Section 11.10 (c) below (the "Buy-out Amount"). An example of the Buy -Out Amount computation is as follows: Concessionaire invests $200,000 in hard construction costs and has a twenty-five year Term. During the Term and with fifteen (15) years remaining of the Term, the Aviation Director exercises the Master Plan — Termination and Relocation provision. Using the straight-line method for amortization, the buy-out to Concessionaire in this example shall be $120,000 ($200,000 divided by 25 years multiplied by 15 lease years remaining of the Term), subject to the cost sharing set forth in Section 11.10 (c) below. (c) Payment of the Buy-out Amount shall be in accordance with the following schedule: (i) If the Termination Date occurs between the Effective Date and June 30 of the 10th Lease Year of the Term, the County will pay Concessionaire the entire Buy -Out Amount; (ii) If the Termination Date occurs between July 1 of the 11 th lease year of the Term and June 30 of the 15th lease year of the Term, the County shall pay Concessionaire one-half of the Buy -Out Amount; and 22 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 (iii) If the Termination Date occurs between July 1 of the 161" lease year and June 30 of the 251h lease year, the County shall pay Concessionaire one- fourth of the Buy -Out Amount. (d) Payment will be made by the County based on the schedule set forth in Section 11.10(c) herein within ninety (90) days of the Termination Date. 11.11 Inconvenience During Construction. Concessionaire recognizes that from time to time during the Term of this Agreement, it may be necessary for County to commence or complete programs of construction, expansion, relocation, maintenance and repair in order that the Airport and its facilities may be completed and operated as the County determines, and that such construction, expansion, relocation, maintenance and repair may inconvenience the Concessionaire in its operation at the Airport. Concessionaire agrees that no liability shall attach to County, its officers, agents, employees, contractors, subcontractors and representatives by way of such inconveniences, and Concessionaire waives any right to claim damages or other consideration therefrom, except for claims for damages caused by the sole negligence of the County and its officers, agents and employees. 11.12 Not Partnership. Notwithstanding the provisions herein for payment by Concessionaire to County, it is expressly understood and agreed that the County shall not be construed or held to be a partner, associate or joint venturer of Concessionaire in the conduct of its business. Concessionaire shall at all times have the status of an independent contractor without the right or authority to impose tort or contractual liability upon County. 11.13 Notices. Any notices provided for herein shall be in writing and shall be delivered in person or mailed by certified or registered mail, return receipt requested, postage pre -paid, to the parry for whom intended at the address set forth below: EAGLE COUNTY: Aviation Director Eagle County Air Terminal Corporation P.O. Box 850 Eagle, Colorado 81631 Phone: (970) 328-2680 Fax: (970) 328-2687 Copy to: Eagle County Attorney's Office P.O. Box 850 Eagle, CO 81631 Phone: (970) 328-8685 Fax: (970) 328-8699 CONCESSIONAIRE 23 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 Cooley Mesa Leasing, LLC ATTN: Chris Baddick 216 Eldon Wilson Road Gypsum, CO 81637 Phone: 720-454-7390 Email: chris(d,dollarvail.com Either party hereto may designate in writing from time to time the address of substitute or supplementary persons within the State of Colorado to receive such notices. The effective date of service of any such notice shall be three calendar days after the date such notice is mailed, the date it is personally delivered or the first business day after delivery by facsimile. 11.14 Third Parties. This Agreement shall not be deemed to confer upon any third party or parties (except parties to whom the Concessionaire may assign this Agreement in accordance with the terms hereof, and except any successor to the County) any right to claim damages or to bring any action or proceeding against either the County or the Concessionaire because of any breach hereof or because of any of the terms, covenants, agreements and conditions herein. 11.15 Patents and Trademarks. Concessionaire represents that it is the owner of or fully authorized to use any and all services, processes, machines, articles, marks, names or slogans used by it in its operations under this Lease Agreement. Concessionaire agrees to save and hold harmless the County, its officers, employees, agents and representatives from any loss, liability, expense, suit or claim for damages in connection with any actual or alleged infringement of any patent, trademark or copyright arising from any alleged or actual unfair competition or other similar claim arising out of the operations of Concessionaire under this Lease Agreement. 11.16 Severability. If any provision in this Agreement is held by a court to be invalid, the validity of other provisions herein which are severable shall be unaffected. 11.17 Security. Concessionaire shall cause its officers, contractors, agents and employees to comply with any and all existing and future security regulations or security plan adopted by the County or the Eagle County Air Terminal Corporation pursuant to requirements of the Transportation Security Administration or Part 107, Federal Air Regulations of the Federal Aviation Administration, as it may be amended from time to time. 11.18 Paragraph Headings. The paragraph headings herein are for convenience in reference only and are not intended to define or limit the scope of any provision of this Agreement. 11.19 Nondiscrimination. 11.19.1 In connection with the performance of its rights, privileges and obligations under this Agreement, Concessionaire 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. 24 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 11.19.2 Concessionaire agrees to include the above statements in any subcontract agreement or contract that it enters into and cause those businesses to similarly include the statements in further agreements. 11.20 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 parry, 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 Concessionaire to reduce or abate its obligation to pay the rent or compensation as provided for herein. 11.21 Entire Agreement. 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. No alterations, amendments, changes or modifications, unless expressly reserved to the Aviation Director herein, shall be valid unless executed by an instrument in writing by all the parties with the same formality as this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the year and date first written above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS DocuSigned by: By. Matt Sche . .)i�iiME0473... Attest: DocuSigned by: By: _ r—ri 4 . JA 4, Y 66 JA Regina O'Br",F&erkstc4Ahe Board 25 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 STATE OF ) SS. COUNTY OF Cooley Mesa Leasing, LLC, a Colorado Limited Liability Company Bradle F. Ghe t, M ager I. The foregoing instrument was acknowledged before me by this day of _2020. WC, 710u . My Commission expires:�'��' 4Ntary Public HEATNNoR DE Y Pub CLINE State of Colorado Notary 10 w 20204021243 M Commission Expires o6-18-2024 26 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 EXHIBIT A LEGAL DESCRIPTION OF LEASED PREMISES 27 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 LOTS 7 & 8 Airport Leased Lots A description of a parcel of land located in part of Section 3, T5S, R85W of the 6th P.M., Eagle County, State of Colorado. For: Eagle County Airport. LEGAL DESCRIPTION A leased parcel of land located in part of Section 3, T5S, R85W if of the 6th P.M., Eagle County, Colorado described as follows: Lot 7 and Lot 8, EAGLE COUNTY AIRPORT Lease Parcels — South Side of Airport, according to the recorded Land Survey Plat deposited at Book 1, Page 222, recorded May 14th, 1996. Area = 43,500.0 square feet. NOTICE: According to Colorado law you must commence any legal action based upon any defect in this survey within three years after you first discovered such defect. In no event, may any action based upon any defect in this survey be commenced more than ten years from the date of the certification shown hereon. ®® RE Kelly L. MilM: Colorado F-rQfeftio a! I_ancro' Surveyor I`c37958 r 500 Broad*ay Eagle, CO 816;9 0850 Date: °o®�''���°��• ��nnnum�� DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 LOT 9 and that part of Lot 10 Airport Leased Lots A description of a parcel of land located in part of Section 3, T5S, R85W of the 6th P.M., Eagle County, State of Colorado. For: Eagle County Airport. LEGAL DESCRIPTION A leased parcel of land located in part of Section 3, T5S, R85W if of the 61h P.M., Eagle County, Colorado described as follows: Lot 9 and the easterly 75.00 feet of Lot 10, EAGLE COUNTY AIRPORT Lease Parcels — South Side of Airport, according to the recorded Land Survey Plat deposited at Book 1, Page 222, recorded May 141h, 1996. Area = 36,625.0 square feet. NOTICE: According to Colorado law you must commence any legal action based upon any defect in this survey within three years after you first discovered such defect. In no event, may any action based upon any defect in this survey be commenced more than ten years from the date of the certification shown hereon. Kelly L. Mlll�lc`� .' '° -,-- `® -= Colorado PrQf6fticr.a! I_Fnd". Surveyor I` dc� 7958 500 Broacl*ay, Eagle, CO 81*M -0850 Date: %,,��®��h..� ko® %\``��.� DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 EXHIBIT B DEPICTION OF LEASED PREMISES AND LEASEHOLD IMPROVEMENTS DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 n C x C m= I I mZ I I C � � z —u ;UTC 0 m Ir I H T V ;U o H v 0 FT] o<�� oz�� z�DV) F9 FT] FTIF bd= x H D td z d iCJ H D z dVD IH � * r 5 �yi 1 1�1 •' M«y�,60°110N ub ' :i 0 --I 0o•�-b� .�I to OI cn r A. .'o 'I r'-� 1 0 00-q-7 1 - w f d6 i 4 L I � i Fn I R o cn O = m AIRPORT LEASE LOT 7-9 AND PART OF 10 AS SHOWN IN BOOK 1, PAGE 22 LAND SURVEY PLAT SECTION 3 & 10, TOWNSHIP 5 SOUTH, RANGE 85 WEST EAGLE COUNTY, COLORADO NO. DATE REVISION EAGLE COUNTY ENGINEERING DEPARTMENT P.O. BOX 850, 500 BROADWAY EAGLE, CO 81631 970 328-3560 FAX 970 328-8789 co EAGLE COUN TY ineerin MIAMI � SSUED: 7-M-2020 DRAWN: KLM CHECKED: 7En DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 EXHIBIT C CONCESSIONAIRE SERVICES, ADVERTISING AND MARKETING PLAN Services provided by Cooley Mesa Leasing LLC Cooley Mesa Leasing LLC ("Cooley Mesa") operates a car wash, fueling, and maintenance facility at Eagle County Regional Airport. Cooley Mesa has contractual relationships with a number of tenants at Eagle County Regional Airport to clean, wash and fuel rental cars, as well as perform light maintenance on said vehicles. Cooley Mesa's largest customers are Avis, Budget, Hertz, Dollar, and Thrifty car rental agencies. Definitions - Car Washes o Scrub outside of vehicle to remove stubborn dirt o Run vehicle through machine wash o Hand clean any areas not cleaned by machine o Wipe down and remove water from exterior of vehicle o Top up windshield washer fluid Car Cleaning o Remove all trash and debris from vehicles o Vacuum inside of vehicle o Spray and wipe down all surfaces including steering wheel, center console, door handles and cup holders o Clean off floor mats o Check all vehicles for lost and found items Car Fueling o Top up fuel to vehicle's automated shut off point, regardless of fuel level of vehicle. o All vehicles fueled with 85 octane gasoline Leased Parking o Parking spaces on Cooley property designated and reserved for a particular agency for the storage of rental vehicles Contractual Relationships - Avis Car Rental o Car washes o Car cleaning o Car fueling at contracted prices o Leased parking spaces to store dirty and clean vehicles Budget Car Rental o Car washes 29 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 o Car cleaning o Car fueling at contracted prices o Leased parking spaces to store dirty and clean vehicles - Hertz Car Rental o Car washes o Car cleaning o Car fueling at contracted prices o Leased parking spaces to store dirty and clean vehicles - Dollar car rental o Car washes o Car cleaning o Car fueling at contracted prices o Leased parking spaces to store dirty and clean vehicles o Maintenance agreement to provide tire rotations, oil changes, windshield repairs and other light automotive services as required. - Thrifty car rental o Lease of rental counter in admin building o Car washes o Car cleaning o Car fueling at contracted prices o Lease of 6 "ready spaces" adjacent to admin building o Leased parking spaces to store dirty and clean vehicles o Maintenance agreement to provide Tire rotations, oil changes, windshield repairs and other light automotive services as required. Non -Contractual Relationships - Hertz Car Rental o Agreement to provide detailing services to Hertz as required for especially soiled vehicles o Windshield repairs and oil changes on an as -needed basis. - Vail Valley Jet Center o Agreement to provide detailing services to VVJC customer o Agreement to provide car washes for Jet Center vehicles - Enterprise Car Rental o Provide fuel at market price to National and Alamo car rental agencies - Go Rentals o Provide fuel at market price - Steve Jones Stables o Provide car washes and fuel at market price - Private Detailing Business o Provide bespoke detailing and custom car washing services to the public. - Light Automotive Services o Provide oil changes, tire rotations and windshield chip repairs to the public The onsite facilities used to enable this service are: 30 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 - NS Wash Machine car wash with water recirculating system - Car cleaning Stations o 8 Cleaning Stations each equipped with: ■ High power vacuum system ■ spigot to refill windshield washer fluid. ■ Trash and recycling bins. - Fueling System o Five Fueling Islands ■ Four of these fuel islands are shared with the vacuum stations ■ A front fuel island with two fuel pumps 0 8000-gallon fuel tank. o Petrovend fuel and environmental compliance monitoring system o Phoenix Fuel logging software to reconcile fueling and invoice customers - Parking 0 12 lanes of rental vehicle parking holding 12-15 vehicles each 0 6 "ready" spaces adjacent to building for clean, ready to rent vehicles 0 12 additional parking spaces for vehicles in maintenance - Admin and Rental Building o Two rental car counters o Three administrative offices o Service bay with vehicle lift and engine winch o Two unisex restrooms ■ One in front of building reserved for the public and customers. ■ One in the back of building for employee use and for the employee of other companies. Primary Vendors - Master Petroleum, Silt Colorado 0 85 Octane Gasoline o Windshield washer fluid - NAPA auto parts, Gypsum Colorado o Oil and oil filters - Gypsum Eagle Ace Hardware o Building maintenance and miscellaneous supplies - Costco o Premium gasoline as required by detailing business o Miscellaneous supplies 31 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 EXHIBIT D REQUIRED FEDERAL PROVISIONS A. Compliance with Nondiscrimination Provisions. During the performance of this Agreement, Concessionaire, for itself, its assignees, and successors in interest (hereinafter collectively referred to as "CONCESSIONAIRE") agrees as follows: 1. Compliance with Regulations: CONCESSIONAIRE will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. 2. Non-discrimination: CONCESSIONAIRE, with regard to the work performed by it during the term of this Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of contractors, including procurements of materials and leases of equipment. CONCESSIONAIRE will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitations for Agreements, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by CONCESSIONAIRE for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential contractor or supplier will be notified by CONCESSIONAIRE of CONCESSIONAIRE's obligations under this Agreement and the Nondiscrimination Acts And Authorities on the grounds of race, color, or national origin. 4. Information and Reports: CONCESSIONAIRE will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts And Authorities and instructions. Where any information required of CONCESSIONAIRE is in the exclusive possession of another who fails or refuses to furnish the information, CONCESSIONAIRE will so certify to AUTHORITY or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of CONCESSIONAIRE's noncompliance with the Non-discrimination provisions of this contract, AUTHORITY will impose such sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to cancelling, terminating, or suspending the Agreement, in whole or in part. 32 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 6. Incorporation of Provisions: CONCESSIONAIRE will include the provisions of paragraphs one through six of this Exhibit C, Section (A) in every contract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. CONCESSIONAIRE will take action with respect to any contract or procurement as AUTHORITY or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if CONCESSIONAIRE becomes involved in, or is threatened with litigation by a contractor, or supplier because of such direction, CONCESSIONAIRE may request AUTHORITY to enter into any litigation to protect the interests of AUTHORITY. In addition, CONCESSIONAIRE may request the United States to enter into the litigation to protect the interests of the United States. B. Real Property Acquired or Improved Under the Airport Improvement Program. CONCESSIONAIRE for itself, its heirs, 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 in the event facilities are constructed, maintained, or otherwise operated on the property described in this Agreement for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, CONCESSIONAIRE will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. C. Construction/Use/Access to Real Property Acquired Under the Activity, Facility or Program. CONCESSIONAIRE for itself, its heirs, 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 ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (3) that CONCESSIONAIRE will furnish its services in compliance with all other requirements imposed by or pursuant to the List of Nondiscrimination Acts And Authorities. D. Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the performance of this Agreement, CONCESSIONAIRE, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); 33 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 ii. 49 CFR Part 21 (Non-discrimination In Federally -Assisted Programs of The Department of Transportation —Effectuation of Title VI of The Civil Rights Act of 1964); iii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal - aid programs and projects); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; v. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub - recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 — 12189) as implemented by Department of Transportation regulations at 49 CFR Parts 37 and 3 8; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); x. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures non- discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to 34 DocuSign Envelope ID: D13AOED5-5942-497C-AB75-5BC959666377 ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). E. General Civil Rights Provision. CONCESSIONAIRE agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If CONCESSIONAIRE transfers its obligation to another, the transferee is obligated in the same manner as CONCESSIONAIRE. This provision obligates CONCESSIONAIRE for the period during which the property is owned, used or possessed by CONCESSIONAIRE and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. F. Right of Re-entry. In the event of breach of any of the above Nondiscrimination covenants, the County will have the right to terminate this Agreement and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the Agreement had never been made or issued. G. Subcontracts. CONCESSIONAIRE agrees that it shall insert the above six provisions (Section (A) through Section F) in any agreement by which CONCESSIONAIRE grants a right or privilege to any person, firm, or corporation to render accommodations and/or services to the public under this Agreement. 35