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HomeMy WebLinkAboutECAT C02-043 Air Terminal Agreement with Riverside Management dba Airlink Resort ShuttleC, G (�- 6) Z- - V-3 -761, AGREEMENT FOR OPERATION OF GROUND TRANSPORTATION SERVICES EAGLE COUNTY AIR TERMINAL CORPORATION THIS AGREEMENT, made and entered into this '--' day of , 200$,, by and between Eagle County Air Terminal Corporation, a not for profit 63 -20 Corporation of the State of Colorado "Corporation ", and Riverside Management Company Inc., dba Airlink Resort Shuttle ( "Concessionaire "). WITNESSETH: WHEREAS, Corporation is owner, constructor and operator of the Commercial Passenger Terminal Building and associated support facilities (TERMINAL BUILDING) located on Eagle County Regional Airport in Eagle County, Colorado, and has the right to lease portions of the TERMINAL BUILDING and to grant operating privileges thereon subject to the terms and conditions hereinafter set forth; and WHEREAS, CONCESSIONAIRE desires to lease certain premises within the TERMINAL BUILDING, and use certain facilities at the TERMINAL BUILDING, and acquire certain rights and privileges from Corporation in connection with its use of the TERMINAL BUILDING and CORPORATION is willing to lease and grant same to CONCESSIONAIRE under terms and conditions hereinafter stated; and WHEREAS, CORPORATION has the power and authority to enter into this agreement; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and considerations herein contained, CORPORATION and CONCESSIONAIRE agree as follows: Article 1 Definitions Section 1.1 Definitions The terms and phases defined in this Article 1 for all purposes of this AGREEMENT shall have the following meanings: A. "Airport" shall mean Eagle County Regional Airport. B. "Auditor" shall mean the Corporation's Auditor and his authorized representative. C. "Concession Space" shall mean the concession counter with associated office space and ready/ return spaces as generally depicted on the Terminal Space Plan attached hereto as Exhibit A, located within the TERMINAL BUILDING and adjacent parking area. The CORPORATION and CONCESSIONAIRE acknowledge and agree that the dimensions of the Concession Space as set forth in Exhibit A are approximate C�', and that, following the completion of construction, the precise dimensions and square footage shall be determined by the Manager and a revision to Exhibit A will be made, if necessary, depicting the dimensions and square footage of the Concession Space as actually constructed, this action to be taken without the requirements of a formal amendment to this Agreement. D. "Concessionaire's Proposal" shall mean the Proposal as submitted by CONCESSIONAIRE and accepted by the CORPORATION and consisting of CONCESSIONAIRE's proposed minimums and its plan of operation. E. "Date of Beneficial Occupancy" or "DBO" shall mean the day ten business days following the day on which the premises for CONCESSIONAIRE are deemed substantially complete. Substantial completion shall occur when the CORPORATION's architects certify that CONCESSIONAIRE premises have been substantially completed in accordance with the construction documents and are available to CONCESSIONAIRE to finish out its leased space. F. "Manager" shall mean the Terminal Manager, designated as such by the Eagle County Air Terminal Corporation. The word also means the chief assistant of that official or acting Terminal Manager, if any, of CORPORATION whenever the Terminal Manager is unable to act in such capacity, or the successor of the Terminal Manager in functions, if any. G. "Past Due Interest Rate" shall mean interest accruing at 18% per annum commencing on the fifth calendar date after the date such amount is due and owing until paid to CORPORATION. ARTICLE 2 Grant of Concession Rights Section 2.1 Concession Rights Granted. CORPORATION grants to CONCESSIONAIRE the right to occupy, improve and use the Concession Space consistent with and subject to all the terms and provisions of this Agreement. Section 2.2 Uses and Privileges of CONCESSION SPACE. CONCESSIONAIRE shall enjoy the following privileges in connection with its use of the CONCESSION SPACE: (A) The nonexclusive right, privilege and obligation to conduct and operate a ground transportation (common carrier services by bus, limousine, taxicab or van) concession at the TERMINAL BUILDING solely for providing ground transportation from or to the TERMINAL BUILDING. CONCESSIONAIRE understands and agrees that it shall not engage in any other business on the AIRPORT under this agreement. (B) The right, privilege, and obligation to service and maintain in good and safe operating order, free from known mechanical defects, van /bus and passenger -type 2 vehicles used in the ground transportation business of the CONCESSIONAIRE; provide transportation to commercial airline passengers' final destination via vans, people movers and buses from the AIRPORT to destinations throughout the Eagle and Vail Valleys and throughout Colorado and return to the AIRPORT; and occupy operations office, storage, turnaround, and pickup /drop off parking spaces. CONCESSIONAIRE shall not engage in rental car operations of any kind to or from the TERMINAL BUILDING. (C) No signs shall be installed by CORPORATION on or about the TERMINAL BUILDING without the prior written approval of the Manager, said approval should not be unreasonably withheld. The CORPORATION intends to implement and enforce signage standards in the TERMINAL BUILDING, including ground transportation counter backwall standards and pickup /drop off space signage. No temporary signs or displays shall be permitted on the backwall or the counter surfaces without the prior written approval of the Manager, which approval shall not be unreasonably withheld. Section 2.3 Rights Not Exclusive. CORPORATION reserves the right to grant other concessionaires the right to offer ground transportation in other locations in the TERMINAL BUILDING, and CONCESSIONAIRE understands and agrees that its right to offer ground transportation services is not exclusive. Section 2.4 Means of Access. CONCESSIONAIRE, its agents, invitees, guests, employees and suppliers have a non - exclusive right of ingress to and egress from the CONCESSION SPACE by a means of access located outside the boundaries of such space as specified by CORPORATION. Such access shall, without exception, be in common with such other persons (including, at the option of the CORPORATION, the general public) as the CORPORATION may authorize or permit, and the CORPORATION may at any time close, relocate, reconstruct or modify such means of access, provided that a reasonable convenient and adequate means of ingress and egress is available for the same purposes. This right of access is subject to the security requirements of the section herein entitled "Security ". Section 2.5 Right of Inspection. CORPORATION retains the full right of entry in and to the CONCESSION SPACE for any purpose necessary, incidental to or in connection with its obligations hereunder, or in the exercise of its functions, or for the purpose of making any inspection it deems necessary. Section 2.6 Employee Parking. CONCESSIONAIRE'S employees at the CONCESSION SPACE and, during periods of construction in the TERMINAL BUILDING, its construction contractors, shall be entitled to the use of parking areas designated for TERMINAL BUILDING employees. CONCESSIONAIRE'S employees and construction contractors shall not park elsewhere on the Airport, and any such parking will be treated as a civil and /or criminal trespass. CORPORATION reserves the right to limit the number of spaces to be made available to CONCESSIONAIRE, to designate specific parking spaces for some or all TERMINAL BUILDING tenants, to move, contract, and expand the parking area(s) designated for employee parking, and to make such rules and regulations for the use of the parking area(s) designated for employee parking, in its sole discretion. C, G ARTICLE 3 Term Section 3.1 Term. This Agreement shall become effective on 12:01 a.m. local time on the Date of Beneficial Occupancy of the TERMINAL BUILDING hereinafter called the "Effective Date" and continue for three years, expiring at 12:01 a.m. on the third anniversary of the Date of Beneficial Occupancy subject to prior termination as provided in Article 8 hereof. Notwithstanding the foregoing, upon the defeasance of the bonds issued pursuant to the Corporation's Trust Indenture dated as of June 1, 1996, following maturity or earlier as provided in the Trust Indenture this Agreement shall terminate, as of the date of defeasance, and CONCESSIONAIRE shall vacate the premises leased hereunder within not more than ninety (90) days. CORPORATION will give not less than thirty (30) and not more than sixty (60) days notice of an intent to defease the bonds in accordance with the Trust Indenture. CORPORATION also will give CONCESSIONAIRE notice of the date of defeasance within two (2) business days following the actual defeasance. Section 3.2 Surrender of Concession Space. Upon the expiration or earlier termination of this Agreement or on the date specified in any demand for possession by CORPORATION after any Default by CONCESSIONAIRE, CONCESSIONAIRE covenants and agrees to surrender possession of the Concession Space to CORPORATION in the same condition as when first occupied, ordinary wear and tear expected. Section 3.3 Holding Over. If CONCESSIONAIRE remains in possession of the leased premises after the expiration of this Agreement 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 CORPORATION 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. El ARTICLE 4 Compensation Charges, Fees, and Accounting Records Section 4.1 Space and Facilities Charges: During the term hereof, CONCESSIONAIRE shall pay the following space and facilities charges: (a) For the use of the counter and associated space in the TERMINAL BUILDING, the sum of four ($4.00) per square foot per month, or a total of $480.00 per month, all payments to be made in advance and without demand, on the first day of each calendar month of this Agreement. (b) Waiver of Space and Facilities Charges. In the event that there is no commercial air service operating from the new TERMINAL BUILDING during an entire calendar month, the charges for use of the counter and associated space shall be waived. (c) Company shall supply its own janitorial service and maintenance services (including landscaping maintenance). Should CONCESSIONAIRE fail to clean and maintain the premises, CORPORATION shall enter the premises and perform such janitorial service and maintenance and CONCESSIONAIRE shall reimburse CORPORATION for actual charges incurred plus a reasonable administrative charge. Said payment shall be made at the office of the CORPORATION, or such other place as the CORPORATION may designate in writing, within fifteen (15) days of receipt of CORPORATION's invoice therefor. Section 4.2 Privilege Fee: For the concession privileges granted hereunder, and in addition to the charges paid for the premises described in Subsection 4.1 hereof, CONCESSIONAIRE shall pay to CORPORATION: the Per Trip Fee in Subsection 4.2(b); and, beginning on Commencement of the Term and for each month designated thereafter, the Minimum Monthly Privilege Fee in Subsection 4.2(a) or the Per Trip Fee in Subsection 4.2(b), whichever sum is greater, as follows: (a) Minimum Privilege Fees. A minimum monthly privilege fee, as follows: December, 2001) (amount in words) Four Thousand Dollars (amount in numbers) $4,000 January 2002 (amount in words) Seventy -Five Hundred Dollars (amount in numbers) $7,500 February 2002 (amount in words) Seventy -Five Hundred Dollars (amount in numbers) $7,500 March 2002 (amount in words) Seventy -Five Hundred Dollars (amount in numbers) $7,500 April 2002 (amount in words) Four Thousand Dollars (amount in numbers) $4,000 December, 2002 (amount in words) Four Thousand Dollars (amount in numbers) $4,000 January 2003 (amount in words) Seventy -Five Hundred Dollars (amount in numbers) $7,500 February 2003 (amount in words) Seventy -Five Hundred Dollars (amount in numbers) $7,500 March 2003 (amount in words) Seventy -Five Hundred Dollars (amount in numbers) $7,500 April 2003 (amount in words) Four Thousand Dollars (amount in numbers) $4,000 December, 2003 (amount in words) Four Thousand Dollars (amount in numbers) $4,000 January 2004 (amount in words) Seventy -Five Thousand Dollars (amount in numbers) $7,500 February 2004 (amount in words) Seventy -Five Hundred Dollars (amount in numbers) $7,500 March 2004 (amount in words) Seventy -Five Hundred Dollars (amount in numbers) $7,500 April 2004 (amount in words) Four Thousand Dollars (amount in numbers) $4,000 I, f (b) Per Trip Fee. Ten (10) days after the beginning of each calendar month during the term hereof, CONCESSIONAIRE shall pay to CORPORATION a sum of money which represents the amount by which the Per Trip Fee exceeds the Minimum Privilege Fee for the previous month. In the event the Per Trip Fee shall not exceed the Minimum Privilege Fee during any month in the term hereof, then no Per Trip Fee shall be due and payable for such month. (c) During the months of May, June, July, August, September, and October (to the extent applicable to the Term hereof) there shall be no Minimum Privilege Fee. During said period of time, CONCESSIONAIRE shall continue to pay to CORPORATION the Per Trip Fee as hereinbefore defined. (d) CONCESSIONAIRE understands that Eagle County charges ground transportation companies on a permit fee basis to operate at the AIRPORT, and those permit fees are separate and in addition to any fees payable under this Agreement. Section 4.3 Per Trip Fees. As used herein, the term "Per Trip Fee" shall mean the total amount actually charged by Eagle County for use of the airport ion a per trip basis in connection with the providing of ground transportation services at the TERMINAL BUILDING, regardless of where the passenger is picked up or dropped off. The Per Trip Fee level will be determined annually by Eagle County and will be charged to all Ground Transportation operators regardless of weather or not they have a lease with Eagle County Air Terminal Corporation. Section 4.4 Interest on Past Due Amounts. Any payments not made to CORPORATION when due shall accrue interest at the Past Due Interest Rate, as herein defined. Section 4.5 Place and Manner of Payments. All sums payable to CORPORATION hereunder shall be made without notice at the following: Eagle County Air Terminal Corporation C/O Eagle County Regional Airport Manager P.O. Box 850 Eagle, Colorado 81631 or at such other place as the Manager or his authorized representative may hereafter designate by notice in writing to CONCESSIONAIRE. All sums shall be made in legal tender of the United States. Any check given to the CORPORATION shall be received by it subject to collection, and CONCESSIONAIRE agrees to pay any charges, fees or costs incurred by the CORPORATION for such collection, including reasonable attorney's fees. 7 C ARTICLE 5 OPERATION AND USE OF CONCESSION SPACE Section 5.1 Operations. CONCESSIONAIRE agrees to conduct its business to accommodate the public using the TERMINAL BUILDING and to operate the concession in the following manner: A. CONCESSIONAIRE shall operate the concession in a first -class manner satisfactory to the CORPORATION. Service shall be prompt, clean, courteous and efficient. B. CONCESSIONAIRE shall be open for business at least one and one half hour before and one hour after the first and last daily flight each day. The CORPORATION will consult with CONCESSIONAIRE concerning hours of operation and changes to the hours of operation. C. CONCESSIONAIRE shall acquire all operating permits and licences and comply with all applicable rules and regulations. D. CONCESSIONAIRE shall maintain all vehicles in good and safe operating order, free from known mechanical defects, and in a clean, neat, and attractive condition inside and out. E. CONCESSIONAIRE shall offer reasonable rates and provide to CORPORATION, upon request, a written listing of said rates charged to customers. F. CONCESSIONAIRE shall pay all traffic violation notices issued to its vehicles under the control or operation of its employees at the AIRPORT. G. CONCESSIONAIRE shall provide dependable ground transportation service to meet the needs of the traveling public (set hours of operation during ski season). H. CONCESSIONAIRE shall provide the following services for its customers at the TERMINAL BUILDING: 1) accept major credit cards; 2) provide reservation system for services; 3) provide prompt service. I. CONCESSIONAIRE shall maintain proper County permits for authority to use the AIRPORT and advise the CORPORATION of any change in said authority. J CONCESSIONAIRE and its agents and employees shall not engage in open, notorious, and public disputes, disagreements, or conflicts with visitors, customers or other concessionaires. K. The management, maintenance and operation of privileges under this Agreement shall at all times during the term hereof be under the supervision and 8 direction of an active, qualified, competent, and experienced manager representing CONCESSIONAIRE, who shall be subject at all times to the direction and control of CONCESSIONAIRE. CONCESSIONAIRE will cause such manager to be assigned a duty station or office on the premises at which he or she shall be available during normal business hours; and CONCESSIONAIRE will, at all times during the absence of such manager, assign or cause to be assigned a qualified subordinate to be in charge of the premises, services, and facilities and to be available on the premises and to act for the Manager in his or her absence. L. CONCESSIONAIRE shall, in the operation of the services under this Agreement, employ or permit the employment of only such personnel as will assure a high standard of service to the public. All such personnel, while on duty, shall be clean, neat in appearance, and courteous at all times and shall be appropriately attired, with uniforms in such instances as are appropriate. No personnel employed by CONCESSIONAIRE while on or about the premises shall use improper language, act in a loud, boisterous or otherwise improper manner, or be permitted to solicit business in an inappropriate manner. There shall be no solicitation or greeting of customers, prospective customers or airport visitors by employees (or others associated with CONCESSIONAIRE as employee, contract driver, agent, principal, director, officer, manager, or otherwise) located outside the CONCESSION SPACE. M. CONCESSIONAIRE shall maintain a close check over attendants and employees to ensure the maintenance of a high standard of service to the public, the performance of such obligation to be determined at the sole discretion of CORPORATION. CONCESSIONAIRE shall take all proper steps to discipline employees who participate in acts of misconduct while on duty. N. CONCESSIONAIRE shall drop off passengers, park vehicles, and load its passengers only in those places designated for such purposes, respectively, by CORPORATION. Section 5.2 Vending Machines. No amusement or vending machines or other machines operated by coins, tokens or credit cards shall be installed or maintained in or upon the Concession Space except with the written permission of the Manager or his authorized representative. This prohibition includes, but not by way of limitation, sales from vending machines of such items as cigarettes, candy, maps, coffee, soft drinks, newspapers, stamps and insurance policies; telephones; dispensation of cash, money orders and checks; and operation of mechanical or electronic game devices, electronic video games, and entertainment devices. Section 5.3 Compliance with all laws and Regulations. CONCESSIONAIRE agrees not to use or permit the Concession Space to be used for any purpose prohibited by the laws of the United States or the State of Colorado or the resolutions or ordinances of Eagle County or Airport rules and regulations, all as amended from time to time, and not otherwise authorized hereunder, and it further agrees that it will use the Concession Space in accordance with all applicable federal, state and local laws, ordinances, resolutions and all rules and regulations adopted by the County or the CORPORATION for the management, operation and control of the Airport, either 9 f. promulgated by the CORPORATION or Eagle County on its own initiative or in compliance with regulations or actions of the Federal Aviation Administration or other authorized federal agency. CONCESSIONAIRE further agrees to submit any report or reports or information which the CORPORATION is required by law or regulation to obtain from CONCESSIONAIRE or which Manager may request relating to CONCESSIONAIRE's operations. Section 5.4 Compliance with Environmental Requirements. CONCESSIONAIRE, in conducting any activity on the Concession Space, shall comply with all applicable local, state or federal environmental rules, regulations, statutes, laws or orders (collectively "Environmental Regulations "), including but not limited to Environmental Requirements regarding the storage, use and disposal of Hazardous Materials or Special Wastes to the Environment. CONCESSIONAIRE shall acquire all necessary federal, state, and local environmental permits and comply with all applicable federal and state environmental permit requirements. Section 5.5 Hazardous Use. CONCESSIONAIRE agrees that nothing shall be done or kept in the Concession Space and no improvements, changes, alterations, additions, maintenance or repairs shall be made to the Concession Space which might be unsafe or hazardous to any person or property. Further, CONCESSIONAIRE shall not do or permit to be done any act or thing upon the Concession Space which will invalidate, suspend or increase the rate of any fire insurance policy required under this Agreement, or carried by CORPORATION, covering the Concession Space or the buildings in which the Concession Space is located or which, in the opinion of the Manager or his authorized representative, may constitute a hazardous condition that will increase the risks normally attendant upon the operations contemplated under this Agreement. If, by reason of any failure by CONCESSIONAIRE to comply with the provisions of this section, after receipt of notice in writing from CORPORATION, any fire insurance rate on the Concession Space or on the buildings in which the same is located, shall at any time be higher than it normally would be, then CONCESSIONAIRE shall pay the CORPORATION, on demand, that part of all fire insurance premiums paid by the CORPORATION which have been charged because of such violation or failure of CONCESSIONAIRE; provided, that nothing herein shall preclude CONCESSIONAIRE from bringing, keeping or using on or about the Concession Space such materials, supplies, equipment and machinery as are appropriate or customary in carrying on its business, or from carrying on the normal operations contemplated herein. Section 5.6 Structural, Electrical or System Overloading. CONCESSIONAIRE agrees that nothing shall be done or kept on the Concession Space and no improvements, changes, alterations, additions, maintenance or repairs shall be made to the Concession Space which might impair the structural soundness of the building, result in an overload of utility, plumbing, or HVAC systems serving the TERMINAL BUILDING or interfere with electric, electronic or other equipment at the Airport. In the event of violations hereof, CONCESSIONAIRE agrees to immediately remedy the violation at CONCESSIONAIRE's expense. Section 5.7 Noise, Odors, Vibrations and Annoyances. CONCESSIONAIRE shall 10 conduct its operations in an orderly and proper manner so as not to commit any nuisance in the Concession Space or annoy, disturb or be offensive to others in the TERMINAL BUILDING and shall take all reasonable measures, using the latest known and practicable devices and means, to eliminate any unusual, nauseous or objectionable noise, gases, vapors, odors and vibrations and to maintain the lowest possible sound level in its operations. Section 5.8 Accessibility CONCESSIONAIRE shall not do or permit to be done anything which might interfere with the effectiveness or accessibility of utility, heating, ventilating or air conditioning systems or portions thereof on the Concession Space or elsewhere on the Airport, nor do or permit to be done anything which may interfere with free access and passage in the Concession Space or the public areas adjacent thereto, or hinder police, firefighting or other emergency personnel in the discharge of their duties. CONCESSIONAIRE shall not place any additional lock of any kind upon any window or interior or exterior door in the Concession Space, or make any change in any existing door or window lock or the mechanism thereof, unless a key therefor is maintained on the Concession Space, nor refuse, upon the expiration or sooner termination of this Agreement, to surrender to CORPORATION any and all keys to the interior or exterior doors on the Concession Space, whether said keys were furnished to or otherwise procured by CONCESSIONAIRE. If any keys furnished to CONCESSIONAIRE by CORPORATION are lost, Concessionaire shall pay CORPORATION, on demand, the cost for replacement thereof. Section 5.9 No Action. CONCESSIONAIRE agrees not to allow or permit any sale by auction or hawking on the Concession Space. Section 5.10 Restrictions on Changes and Alterations. Subject to the requirements of the section herein entitled "Renovation of Concession Space ", CONCESSIONAIRE agrees not to improve, change, alter, add to, remove or demolish the Concession Improvements, as defined herein, or any improvements, on the Concession Space without the prior written consent of the Manager or his authorized representative. CONCESSIONAIRE must comply with all conditions which may be imposed by the Manager, in his sole discretion. Full and complete specifications for all work and improvements, along with a statement of the time required to complete such work shall be submitted to and approved in writing by the Manager or his authorized representative before construction work commences. Copies of plans for all changes or alterations shall be given to the Manager for review and written approval prior to commencement of construction. First -class standards of design and construction will be required in connection with all such work, facilities and improvements, and all improvements shall conform with applicable statutes, ordinances, building codes, regulations and other general requirements of CORPORATION, procurement of general liability and builder's risk insurance and performance and payment bonds, and compliance with worker's compensation, prevailing wage, MBE/WBE participation requirements, and compliance with the Americans with Disabilities Act, 42 U.S.C. 12,000 et sea., and its regulations. The approval given by CORPORATION shall not constitute a representation or warranty as to such conformity; responsibility therefor shall at all times remain with 11 C C CONCESSIONAIRE. Approval by CORPORATION shall extend to and include consideration of architectural and aesthetic matters, and CORPORATION expressly reserves the right to reject any designs submitted and to require CONCESSIONAIRE to resubmit designs and layout proposals until they meet with CORPORATION's approval. CORPORATION agrees to act promptly upon a request for approval of such plans and /or revisions thereto. Section 5.11 Title to Improvements. CONCESSIONAIRE agrees that all improvements to the Concession Space, including approved changes and renovations, which are affixed to the realty, shall become the property of the CORPORATION upon their completion and acceptance by CORPORATION. SECTION 5.12 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 Agreement, all of CONCESSIONAIRE's Equipment, as hereinafter defined. "Concessionaire's Equipment" shall mean all equipment, apparatus, machinery, signs, furnishings, trade fixtures and personal property installed by CONCESSIONAIRE and used in the operation of the business of Concessionaire (as distinguished from the use and operation of the Concession Space) which is listed on an annual inventory list submitted by CONCESSIONAIRE and approved by the CORPORATION. If such removal shall injure or damage the Concession Space, CONCESSIONAIRE agrees, at its sole cost, at or prior to the expiration or termination of this Agreement, to repair such injury or damage in good and workmanlike fashion and to place the Concession Space in the same condition as the Concession Space 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 Agreement, CORPORATION may, at its option, keep and retain any such Concessionaire's Equipment or dispose of the same and retain any proceeds therefrom, and CORPORATION shall be entitled to recover from CONCESSIONAIRE any costs of CORPORATION in removing the same and in restoring the Concession Space in excess of the actual proceeds, if any, received by CORPORATION from disposition thereof. ARTICLE 6 UTILITIES AND SERVICES Section 6.1 Corporation Improvements and Services. CORPORATION shall provide and maintain, water, sewer, general lighting, electrical power, and heating and air - conditioning for the TERMINAL BUILDING and make them available to the Concession Space. If CONCESSIONAIRE requires additional water, lighting, electrical power, telephone outlets, or adjustments to the air conditioning system, such additional improvements or services shall be subject to the prior written approval of 12 CORPORATION, and any such improvements shall be made at CONCESSIONAIRE's expense. Section 6.2 Common Use Services. The Manager 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 Manager 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. Section 6.3 Interruption of Services. CONCESSIONAIRE agrees that CORPORATION shall not be liable for failure to supply any utility services. CORPORATION 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 the CORPORATION, CORPORATION is unable to furnish such utility services. CORPORATION shall not be liable for damages to persons or property for any such discontinuance, nor shall such discontinuance in any way be construed as cause for abatement of compensation or operate to release the CONCESSIONAIRE from any of its obligations hereunder, except as otherwise provided in the section entitled "Damage, Destruction or Loss." ARTICLE 7 Indemnity, Insurance and Bonds Section 7.1 Indemnity. CONCESSIONAIRE hereby agrees to release and indemnify and save harmless County and CORPORATION, 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 CORPORATION, and shall defend, indemnify and save harmless County and CORPORATION, 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 operations in connection herewith, its construction of the Concession Improvements, or its use or occupancy of any portion of the Airport and including acts and omissions of officers, employees, representatives, suppliers, invitees, contractors, subcontractors, and agents of the CONCESSIONAIRE; provided, that the CONCESSIONAIRE need not release, indemnify or save harmless the County and CORPORATION, its officers, agents and employees from damages resulting from the sole negligence of the County's and CORPORATION's officers, agents and employees. The minimum insurance requirements prescribed herein shall not be deemed to limit or define the obligations of CONCESSIONAIRE hereunder. 13 Section 7.2 Insurance. CONCESSIONAIRE further agrees to secure at its own expense, and to keep in force at all times during the Term hereof, Comprehensive General Public Liability Insurance in the minimum amount of One Million Dollars ($1,000,000.00) bodily injury and property damage combined single limit each occurrence. The required insurance coverage also shall include Personal Injury, Blanket Contractual Coverage for this Agreement, and Independent Contractors Coverage. CONCESSIONAIRE shall also maintain in force, during the term of this Agreement, Automobile Liability Insurance, Comprehensive Form, which shall insure all CONCESSIONAIRE's owned or hired limousines and /or other vehicles used by CONCESSIONAIRE at AIRPORT pursuant to this Agreement, in the minimum amount of One and One Half Million Dollars ($1,500,000.00) Bodily Injury and Property Damage Combined Single Limit per occurrence. CONCESSIONAIRE shall also maintain in force during the term of this Agreement Workers Compensation and Employers Liability Insurance in accordance with the provisions of Colorado law. The limit of such insurance coverage shall be for statutory Worker's Compensation benefits, and shall not be less than One Hundred Thousand Dollars ($100,000.00) for employers liability insurance. CONCESSIONAIRE agrees that CORPORATION shall be named as an additional insured under such policy or policies of insurance and said policy or policies shall include the severability of interest "cross over" provision. A certificate or certificates evidencing such insurance coverage shall be filed with CORPORATION within ten (10) days after execution of this Agreement, and said certificate(s) shall provide that such insurance coverage will not be canceled or reduced without at least thirty (30) days prior written notice to CORPORATION. At least ten (10) days prior to the expiration of said insurance policy or policies, a certificate showing that such insurance coverage has been renewed or extended shall be filed with CORPORATION. If such coverage is canceled or reduced, CONCESSIONAIRE shall within seven (7) days of notice of cancellation or reduction, but in any event more than fifteen (15) days before the effective date of said cancellation or reduction, file with CORPORATION a certificate showing that the required insurance has been reinstated in full, or provided through another insurance company or companies. In the event that CONCESSIONAIRE shall at any time fail to provide CORPORATION with the insurance required under this section, CORPORATION may immediately terminate this Agreement. The insurance carried by the CONCESSIONAIRE, as required by this Agreement, shall be primary over any insurance carried by the CORPORATION or County for their own protection. A copy of the insurance representative's license, or other legal proof of his /her authorization to sign the Certificate of Insurance for and on behalf of the insurance company /companies shown thereon, must be attached to the Certificate of Insurance. Facsimile stamped signature on the Certificate will not be accepted. The Certificate must be signed by the insurance company's authorized representative. The CORPORATION will conditionally accept self- insurance under this section, subject to review and approval of appropriate County and State requirements. All preceding coverages and limits will apply. 14 Section 7.3 Performance Bond. Upon execution of this Agreement, CONCESSIONAIRE shall deliver to the Manager, and maintain in effect at all times throughout the Term, a valid corporate performance bond, or such other acceptable surety as first approved in writing by CORPORATION, in an amount equal to the sum of five months Monthly Guarantees, which amount is subject to increase by the Manager. Such bond shall be payable without condition to the CORPORATION and guarantee to the CORPORATION 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 in forms satisfactory to CORPORATION, and be executed by such sureties as are satisfactory to CORPORATION and (a) are licensed to conduct business in the State of Colorado, and (b) are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All bonds signed by an agent must be accompanied by a certified copy of the authority to act. If the surety on any bond furnished by CONCESSIONAIRE is declared bankrupt, or becomes insolvent, or its right to do business in Colorado is terminated, or it ceases to meet the requirements of clauses (a) and (b) of the preceding paragraph, CONCESSIONAIRE shall within five days thereafter substitute another bond and surety, both of which shall be acceptable to CORPORATION. Section 7.4 No Personal Liability. No director, officer or employee of either party hereto shall be held personally liable under this Agreement or because of its execution or attempted execution. Section 7.5 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 municipal, state or federal licenses required for the conduct of its business at and upon the Concession Space 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 Concession Space or improvements thereto, or any part or parcel thereof, by reason of any work or labor performed or materials furnished by any mechanic or materialman. CONCESSIONAIRE agrees to furnish to the Manager, upon request, duplicate receipts or other satisfactory evidence showing the prompt payment by it of Social Security, unemployment 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, mortgage, judgment or execution to be filed against the Concession Space or improvements thereon which will in any way impair the rights of the CORPORATION under this Agreement. 15 ARTICLE 8 DEFAULT AND REMEDIES Section 8.1 Default. CONCESSIONAIRE shall be in default under this Agreement if CONCESSIONAIRE: A. Fails to timely pay when due to CORPORATION the compensation or any other payment required hereunder; or B. Is in default under any other Agreement with CORPORATION or Eagle County; or C. Becomes insolvent, or takes the benefit of any present or future insolvency or bankruptcy statute, or makes a general assignment for the benefit of creditors, or consents to the appointment of a receiver, trustee or liquidator of any or substantially all of its property; or D. Transfers its interest under this Agreement, without the prior written approval of CORPORATION, by reason of death, operation of law, assignment, sublease or otherwise, to any other person, entity or corporation; or E. Fails to timely submit plans and specifications, bonds and other preconstruction submittals, fails to promptly begin and' complete construction of concession improvements, or fails to occupy and use the Concession Space after construction is completed; or F. Abandons, deserts or vacates the Concession Space; or G. Suffers any lien or attachment to be filed against the Concession Space, the Airport or CORPORATION'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 H. 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 30 days after delivery by Manager 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 Gives its permission to any person to use for any illegal purpose any portion of the TERMINAL BUILDING made available to CONCESSIONAIRE for its use under this Agreement. 16 C C Section 8.2 Remedies. If CONCESSIONAIRE defaults in any of the covenants, terms and conditions herein, the CORPORATION may exercise any one or more of the following remedies: A. CORPORATION may elect to allow this Agreement to continue in full force and effect and to enforce all of CORPORATION's rights and remedies hereunder, including without limitation the right to collect compensation as it becomes due together with Past Due Interest; or B. CORPORATION may cancel and terminate this Agreement and repossess the Concession Space, with or without 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, during the Term herein, CONCESSIONAIRE shall be allowed only two notices of default hereunder which it may cure within the time specified in this section. The third notice shall be final and without opportunity for cure and CORPORATION, in its sole discretion, may elect therein (1) to cancel and terminate all of the rights hereunder of the CONCESSIONAIRE, and CORPORATION may, upon the date specified in such third notice, reenter the Concession Space and remove therefrom all property of the CONCESSIONAIRE and store the same at the expense of the CONCESSIONAIRE, or (2) to proceed under subparagraph C. below. If CORPORATION elects to terminate, CONCESSIONAIRE shall be liable to CORPORATION for all amounts owing at the time of termination, including but not limited to compensation due plus interest thereon at the Past Due Interest Rate together with any other amount to fully compensate CORPORATION for all loss of compensation, 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. C. CORPORATION may elect to reenter and take possession of the Concession Space and expel CONCESSIONAIRE or any person claiming under CONCESSIONAIRE, 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, CORPORATION reserves the right to terminate the Agreement at any time after reentry. Following reentry, the CORPORATION may relet the Concession Space, or any portion thereof, for the account of Concessionaire, on such terms and conditions as CORPORATION may choose, and may make such repairs or improvements as it deems appropriate to accomplish the reletting. CORPORATION shall not be responsible for any failure to relet or any failure to collect compensation due for such reletting. CONCESSIONAIRE shall be liable to CORPORATION for all costs of reletting, including attorney's fees and repairs or improvements. Notwithstanding re -entry by CORPORATION, CONCESSIONAIRE shall continue to be liable for all amounts due as compensation under this Agreement, on the dates specified and in such amounts as 17 would be payable if default had not occurred. Upon expiration of the Term, or any earlier termination of the Agreement by CORPORATION, CORPORATION, having credited to the account of CONCESSIONAIRE any amounts recovered through reletting, shall refund, without interest, any amount which exceeds the compensation, damages, and costs payable by CONCESSIONAIRE under this Agreement. Section 8.3 Remedies Cumulative. The remedies provided in this Agreement shall be cumulative and shall in no way affect any other remedy available to CORPORATION under law or equity. Section 8.4 Waivers. No failure of CORPORATION to insist upon the strict performance of a term, covenant or agreement contained in this Agreement, no failure by CORPORATION to exercise any right or remedy under this Agreement, and no acceptance of full or partial payment during the continuance of any default by CONCESSIONAIRE shall constitute a waiver of any such term, covenant or agreement or a waiver of any such right or remedy or a waiver of any default by CONCESSIONAIRE. Article 9 DAMAGE, DESTRUCTION OR LOSS Section 9.1 Damage to or Destruction of Concession Space. If the Concession Space, or any portion thereof, is destroyed or damaged by fire or otherwise to an extent which renders it unusable, CORPORATION may rebuild or repair any portions of the building structure destroyed or damaged, and, if the cause was beyond the control of CONCESSIONAIRE, the obligation of CONCESSIONAIRE to pay the compensation hereunder shall abate as to such damaged or destroyed portions during the time they are unusable. If CORPORATION elects not to proceed with the rebuilding or repair of the building structure, it shall give notice of its intent within 90 days after the destruction or damage. CONCESSIONAIRE may then, at its option, cancel and terminate this Agreement. Section 9.2 Cooperation in Event of Loss. If CORPORATION elects to rebuild, CONCESSIONAIRE must replace all Concession Improvements at its sole cost. CORPORATION and CONCESSIONAIRE shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss or damage. Section 9.3 Loss or Damage to Property. CORPORATION 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 lightning, or water, rain or snow, which may come into or issue or flow from any part of the Airport, or from the pipes, plumbing, wiring, gas or sprinklers thereof or that may be caused by the CORPORATION's employees or any other cause, and CONCESSIONAIRE agrees to make no claim for any such loss or damage at any time, except for any abatement of compensation or right to insurance proceeds provided for in this Section. 18 C < Section 9.4 Mutual Waiver /Insurance Coverage. CORPORATION and CONCESSIONAIRE each waive any and every claim for recovery from the other for any and all loss of or damage to the Concession Space or to the contents thereof, which loss or damage is covered by valid and collectible fire and extended insurance policies, to the extent that such loss or damage is recoverable under such insurance policies. Since this mutual waiver will preclude the assignment of any such claim by subrogation or otherwise to an insurance company or any other person, CONCESSIONAIRE agrees to give to each insurance company which has issued, or may issue, to the Concessionaire policies of fire and extended coverage insurance, written notice of the terms of this mutual waiver, and to have such insurance policies properly endorsed, if necessary, to prevent the invalidation of the insurance coverage by reason of this waiver. Article 10 MISCELLANEOUS PROVISIONS Section 10.1 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. Section 10.2 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. Section 10.3 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 CORPORATION or Eagle 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 Eagle County for Airport purposes and the expenditure of federal funds for the development of the Airport or airport system. The provisions of the attached Appendices 1, 2 and 3 are incorporated herein by reference. Section 10.4 Agreement Subordinate to Ground Lease with Eagle County. This agreement is subject to the written approval of Eagle County and is subject and subordinate to the terms, reservation, restrictions and conditions of the Ground Lease and any existing or future agreements between CORPORATION and Eagle County. Section 10.5 Assignment. CONCESSIONAIRE shall not assign this Agreement or in any way transfer or hypothecate any of its interest in this Agreement without first obtaining the written consent of the CORPORATION, which consent will not be unreasonably withheld, provided that CONCESSIONAIRE acknowledges that CORPORATION need not consent to any such assignment or subletting at any time, and to the extent, that CORPORATION has space available to lease to rental car companies. As used herein, "assignment" means and includes, but is not limited to, (i) 19 the grant or transfer of any right, title, possession, lien, encumbrance, security interest or other interest in, on or to five percent (5 %) or more of the stock or other ownership interest of CONCESSIONAIRE, (ii) grants or transfers to a single person or entity, including to any other person(s) and entity(ies) directly or indirectly controlled by it or which directly or indirectly control it, of any right, title, possession, lien, encumbrance security interest or other interest in, on or to the stock or other ownership interest which aggregate five percent (5 %) or more of the stock or other ownership interest of CONCESSIONAIRE, (iii) if CONCESSIONAIRE is a limited liability company, a change in the chief operating officer, manager or other person responsible for the day -to -day performance by CONCESSIONAIRE of the Agreement, (iv) the grant or transfer of any right, title, lien, encumbrance, security interest or other interest in, on or to some or all of the income or profits (however they may be measured or defined, e.g., gross income, gross profit, operating profit, net profit) of CONCESSIONAIRE, and (v) the grant or transfer of any right, title, lien, encumbrance, security interest or other interest in, on or to some or all of the cash flow (however it may be measured or defined) of CONCESSIONAIRE. If CONCESSIONAIRE shall assign or attempt to assign its interest in the whole or any part of this Agreement in violation of this section, such assignment shall be void and this Agreement shall thereupon automatically terminate. CORPORATION's consent to one assignment shall not be deemed to be a consent to any subsequent assignment. Section 10.6 Bond Indentures. This Agreement is in all respects subject and subordinate to any and all CORPORATION bond indentures applicable to the TERMINAL BUILDING and Airport and to any other bond indentures which should amend, supplement or replace such bond indentures. The parties to this Agreement acknowledge and agree that all property subject to this Agreement which was financed by the net proceeds of tax - exempt bonds is owned by CORPORATION or Eagle County, and CONCESSIONAIRE agrees not to take any action that would impair, or omit to take any action required to confirm, the treatment of such property as owned by CORPORATION or Eagle County for purposes of Section 142(b) of the Internal Revenue Code of 1986, as amended. In particular, the CONCESSIONAIRE agrees to make, and hereby makes, an irrevocable election (binding on itself and all successors in interest under this Agreement) not to claim depreciation or an investment credit with respect to any property subject to this Agreement which was financed by the net proceeds of tax - exempt bonds and shall execute such forms and take such other action as CORPORATION or Eagle County may request in order to implement such election. Section 10.7 Force Majeure. Neither party hereto shall be liable to the other for any failure, delay or interruption in the performance of any of the terms, covenants or conditions of this Agreement due to causes beyond the control of that party, including without limitation strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage or any other circumstance for which such party is not responsible or which is not in its power to control, but in no event shall this paragraph be construed so as to allow CONCESSIONAIRE to reduce or abate its obligation to pay the Monthly Guarantee or Percentage Fee herein. Section 10.8 Inconvenience During Construction. CONCESSIONAIRE recognizes 20 C' C, that from time to time during the Term of this Agreement, it may be necessary for CORPORATION to commence or complete programs of construction, expansion, relocation, maintenance and repair in order that the TERMINAL BUILDING and its facilities may be completed and operated as ECAT 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 CORPORATION or Eagle 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. SECTION 10.9 Delay in Opening. CONCESSIONAIRE agrees that no liability shall attach to the CORPORATION or Eagle County, its officers, agents and employees by reason of any efforts or action toward implementation of any present or future plans for the TERMINAL BUILDING, or by reason of any delay in opening of the expansion to the TERMINAL BUILDING, and waives any right to claim damages or other consideration arising therefrom. Section 10.10 Nondiscrimination. In connection with the performance of its rights, privileges and obligations under this Agreement, CONCESSIONAIRE agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation 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, and CONCESSIONAIRE further agrees to insert the foregoing provision in all subcontracts hereunder. CONCESSIONAIRE further agrees to the provisions set forth in Appendix 4, and to insert the provisions thereof into all subcontracts hereunder. CONCESSIONAIRE further agrees to the provisions regarding Disadvantaged Business Enterprises set forth in Appendices 5 and 6. Section 10.11 Not Partnership. Notwithstanding the provisions herein for payment by CONCESSIONAIRE to CORPORATION of sums based upon a percentage of Gross Revenues, it is expressly understood and agreed that the CORPORATION 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 the CORPORATION. Section 10.12 Notices. All notices required to be given to CORPORATION or CONCESSIONAIRE hereunder shall be in writing and sent by first class mail, facsimile (with an original by first class mail), or personal delivery to: CORPORATION: President Eagle County Air Terminal Corporation 21 P.O. Box 850 Eagle, Colorado 81631 Phone: (970) 524 -8246 Fax: (970) 524 -8247 CONCESSIONAIRE: Riverside Management Co. Inc. dba Airlink Resort Shuttle P.O. Box 2447 40801 Highway 6 &24 Vail, Colorado 81658 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. Section 10.13 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. Section 10.14 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 Agreement. CONCESSIONAIRE agrees to save and hold harmless CORPORATION, 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 Agreement. Section 10.15 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 CORPORATION or Eagle County pursuant to Part 107, Federal Air Regulations of the Federal Aviation Administration, as it may be amended from time to time. Section 10.16 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. Section 10.17 Third Parties. This Agreement does not, and shall not be deemed or construed to, confer upon or grant to any third party or parties (except parties to whom the CONCESSIONAIRE may assign this Agreement in accordance with the terms hereof, and except any successor to CORPORATION any right to claim damages or to bring any suit, action or other proceeding against either CORPORATION or the CONCESSIONAIRE because of any breach hereof or because of any of the terms, covenants, agreements and conditions herein. 22 Section 10. 18 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 Manager herein, shall be valid unless executed by an instrument in writing by all the parties with the same formality as this Agreement. Section 10.19 Concessionaire's Warranty of Its Ability To Enter Agreement. CONCESSIONAIRE represents and warrants, which representation and warranty form a material part of the consideration of this Agreement without which CORPORATION would not enter into this Agreement, that it is authorized to and lawfully able to enter into and perform, and is under no prohibition against entering into and performing, this Agreement and that entering into this Agreement and performing pursuant to the terms thereof shall not constitute or cause a default or breach of any other contract, covenant or duty. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. CORPORATION Eagle County Air Terminal Corporation By: ✓� -P sident� CONCESSIONAIRE f By: A r ink Shuttle 23 m G) m 00 >D 2 zD r X D Z t!! O z m �q g Ia ,.i ii AI c �mS goo I; �BBI �3 oil ■ I E� 11 c �mS goo I; �BBI �3 oil ■ APPENDIX NO. 1 STANDARD FEDERAL ASSURANCES NOTE: As used below the term "contractor" shall mean and include the "CONCESSIONAIRE," and the term "sponsor" shall mean the "CORPORATION ". During the term of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "contractor ") agrees as follows: 1. Compliance with Regulations. The contractor shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter "DOT ") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination. The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, sex, creed or national origin in the selection and retention of subcontractors, including. procurement of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 3.Solicitations for Subcontractors, Includinq Procurement of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. 4.Information and Reports. The contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall 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 (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the contractor shall so certify to the sponsor of the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance. In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract, the sponsor shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: 24 a. Withholding of payments to the contractor under the contract until the contractor complies, and/or b. Cancellation, termination, or suspension of the contract, in whole or in part. 6. Incorporation of Provisions. The contractor shall include the provisions of paragraphs 1 through 5 in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as the sponsor or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request the sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States. 25 C11 C /_1:J,:4i•11101 ki STANDARD FEDERAL ASSURANCES NOTE: As used below, the term "DOT' means the United States Department of Transportation. 1. CONCESSIONAIRE for itself, 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 said property described in this agreement for a purpose for which a DOT program or activity is extended or for another purpose involving the provision of similar services or benefits, the CONCESSIONAIRE shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended. 2. The CONCESSIONAIRE for itself, 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: (1) that no person on the grounds of race, color, sex, creed or national origin shall 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 grounds of race, color, sex, creed or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the CONCESSIONAIRE shall use the premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended. f APPENDIX NO. 3 NONDISCRIMINATION IN AIRPORT EMPLOYMENT OPPORTUNITIES CONCESSIONAIRE assures that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This Provision obligates the CONCESSIONAIRE or its transferee for the period during which Federal assistance is extended to the airport program, except where Federal assistance is to provide or is in the form of personal property or real property or an interest therein or structures or improvements thereon. In these cases, this Provision obligates the CONCESSIONAIRE or any transferee for the longer of the following periods: (a) the period during which the property is used by the sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. In the case of contractors, this Provision binds the contractors from the bid solicitation period through the completion of the contract. It is unlawful for airport operators and their lessees, tenants, concessionaires and contractors to discriminate against any person because of race, color, national origin, sex, creed, or handicap in public services and employment opportunities. 27 C APPENDIX NO.4 C, LEASE PROVISIONS REQUIRED OR SUGGESTED BY THE FEDERAL AVIATION ADMINISTRATION A. Terminal Corporation agrees to operate the Leased Premises for the use and benefit of the public, more specifically as follows: 1. To furnish good, prompt, and efficient services adequate to meet all the demands for its services at the Airport, 2. To furnish said services on a fair, equal, and non - discriminatory basis to all users thereof, and 3. To charge fair, reasonable, and non - discriminatory prices for each unit of sale or service, provided that Terminal Corporation may be allowed to make reasonable and non - discriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. B. Terminal Corporation, for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: 1. No person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of said facilities. 2. In the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. 3. Terminal Corporation shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended. In the event of breach of any of the above non - discriminatory covenants, the County shall have the right to terminate the Lease and to re -enter and repossess the Leased Premises and the facilities thereon, and hold the same as if said Lease had never been made or issued. This provision does not become effective until the procedures of 49 CPR Part 21 are followed and completed, including expiration of appeal rights. 28 C. Affirmative Action. 1. Terminal Corporation assures that it will undertake an affirmative action program, as required by 14 CFR Part 152, Subpart E, to ensure that no person shall, on the ground of race, creed, color, national origin, or sex, be excluded from participating in any employment, contracting, or leasing activities covered in 14 CFR Part 152, Subpart E. Terminal Corporation assures that no person shall be excluded, on these grounds, from participating in or receiving the services or benefits of any program or activity covered by this subpart. The County assures that it will require that its covered organizations provide assurance to the grantee that they similarly will undertake affirmative action programs and that they will require assurances from their suborganization, as required by 14 CPR Part 152, Subpart E, to the same effect. 2. Terminal Corporation agrees to comply with any affirmative action plan or steps for equal employment opportunity required by 14 CFR, Part 152, Subpart E, as part of the affirmative action program or by any Federal, state or local agency or court, including those resulting from a conciliation Lease, a consent decree, court order, or similar mechanism. Terminal Corporation agrees that state or local affirmative action plan will be used in lieu of any affirmative action plan or steps required by 14 CFR Part 152, Subpart E only when they fully meet the standards set forth in 14 CFR 152.409. Terminal Corporation agrees to obtain a similar assurance from its sub - lessees' covered organizations, and to cause them to require a similar assurance of their covered suborganizations, as required by 14 CFR Part 152, Subpart E. IM 30 W A. CHECKLIST OF ITEMS TO BE COMPLETED AND SUBMITTED WITH PROPOSAL. The following forms and questionnaires are to be completed, fully executed, signed, and returned with your proposal. 1. PROPOSAL FORM ( Proposal Form 2. PROPOSAL SURETY (X) Cashier's Check, Certified. Check or Bid Bond payable without condition to Eagle County Air Terminal Corporation, in the amount of Five Thousand Dollars ($5,000.00). 3. QUESTIONNAIRESNORMS (X) Qualifications and Experience Questionnaire. Attach any other information such as other relevant business or franchise experience, references, awards, and history. () If applicable, copy of DBE Certification, or photocopy of first page of pending certification application. 4. ADDENDA SHEET(S) (X) Acknowledgment of receipt of Addendum #1 pagella B. PROPOSAL FORM NON - EXCLUSIVE GROUND TRANSPORTATION CONCESSION AGREEMENT Eagle County Air Terminal Corporation (To be Used by All Proposers) TO: Eddie F. Storer, A.A.E. Eagle County Air Terminal Corporation 219 Eldon Wilson Road P.O. Box 850 Eagle, Colorado 81631 Dear Sir: The undersigned, having examined the Instructions to Proposers, the Sample Agreement for Ground Transportation Concession Agreement, and any and all related documents for the proposed non - exclusive operation of ground transportation concessions in the commercial passenger terminal building at Eagle County Regional Airport, Eagle, Colorado, and having become familiar with the proposed sites therefor and operations thereof, hereby proposes to pay monthly to the Eagle County Air Terminal Corporation during the three year term of the Ground Transportation Concession Agreement, base rent of $4.00 per square foot per month and a privilege fee of the following minimum ski season monthly guarantee, (cannot be less than $7,500.00 for each 10 foot of counter per month for January, February and March of each year and cannot be less than $4,000.00 per 10 foot of counter per month for December and April of each year) for each of the ski season portions of the three year term as indicated, whichever is greater: 2001 -2002 Ski Season : December, 2001 (amount in words) Four thousand dollars (amount in numbers) $4000 January 2002 (amount in words) 57500 (amount in numbers) Seventy-five hundred dollars February 2002 (amount in words) Seventy -five hundred dollars (amount in numbers) March 2002 (amount in words) Seventy -five hundred dollars (amount in numbers) $7500 April 2002 (amount in words) Four thousand dollars (amount in numbers) $4000 Page 12a C C 2002 -2003 Ski Season : December, 2002 (amount in words) Four thousand dollars (amount in numbers) $4000 $4000 January 2003 January 2004 (amount in words) Seventy -five hundred dollars (amount in numbers) $7500 $7500 February 2003 February 2004 (amount in words) Seventy -five hundred dollars (amount in numbers) (amount in numbers) $7500 March 2003 March 2004 (amount in words) Seventy -five hundred dollars (amount in numbers) $7500 April 2003 April 2004 (amount in words) Four Thouand dollars (amount in numbers) $4000 2003 -2004 Ski Season : December, 2003 (amount in words) Four thousand dollars (amount in numbers) $4000 January 2004 (amount in words) Seventy -five hundred dollars (amount in numbers) $7500 February 2004 (amount in words) Seventy -five hundred dollars (amount in numbers) $7500 March 2004 (amount in words) Seventy -five hundred dollars (amount in numbers) April 2004 (amount in words) Four thousand dollars (amount in numbers) The undersigned agrees to execute the formal Ground Transportation Concession Agreement. Attached hereto is a (certified) (cashier's) check or (bid bond) in the amount of Five Thousand Dollars ($5,000.00) payable without condition to Eagle County Air Terminal Corporation, which may be retained by ECAT as liquidated damages, and not as a penalty, in the event of failure of the undersigned to execute the Page 13a C Ground Transportation Concession Agreement and otherwise to comply with the Instructions to Proposers. The undersigned hereby acknowledges receipt of copies of Addendum #1, the Sample Ground Transportation Concession Agreement, and Instructions to Proposers for the rental car concession and that the same have been reviewed prior to the execution of this proposal; that the premises at the terminal building at Eagle County Regional Airport proposed to be devoted to this privilege, and plans showing the layout of such premises, have been inspected by the undersigned, who has become thoroughly familiar herewith and with the proposed method of operation. The undersigned further (a) acknowledges the right of the Eagle County Air Terminal Corporation to reject any or all proposals submitted, and that an award may be made to a proposer other than one of the four highest monetary proposers if all other conditions and requirements are not met; (b) acknowledges and agrees that the discretion of ECAT in selection of the successful proposers shall be final, not subject to review or attack, and (c) acknowledges that this proposal is made with full knowledge of the foregoing and in full agreement thereto. By submission of this proposal, the proposer acknowledges that ECAT has the right to make any inquiry or investigation he deems appropriate to substantiate or supplement information contained in the proposal and related documents, and authorizes release to ECAT of any and all information sought in such inquiry or investigation. Dated at Vail Colorado this 8th day of ° 2001 Signature of Proposer: If an individual: Doing business as If a partnership: _ Doing business as Bv: (General Partner) Page 14a If a corporation: Riverside Management Co. Inc dba Air link Resort Shuttle corporation. By: Steven R. Vincent Title: President (Seal if proposal by corporation) If a limited liability company By: _ Title: Address of Proposer: P.O-Box 2447 40801 Hwy.6 & 24 Vail, 61 bbd Telephone: 970- 845 -7119 Page: 15a QUALIFICATIONS AND EXPERIENCE FORM NON - EXCLUSIVE GROUND TRANSPORTATION CONCESSION AGREEMENT Eagle County Air Terminal Corporation (TO BE USED BY ALL PROPOSERS) I. GENERAL INFORMATION The proposer hereby certifies that all statements and all answers to questions herein are true and correct. All information requested in this questionnaire MUST be fur- nished by the proposers and MUST be submitted with the Proposal Form. Statements must be complete, accurate and in the form requested. A. Name and address of proposer exactly as it should appear on the Ground Concession A�reement: Riverside Management Co. Inc. dba Airlink Resort Shuttle P.O. Box,2447, Vail, CO 81658 B. Address of proposer, if different from above, for purposes of notice or other communication relating to the proposal and Ground Transportation Concession Agreement. (If proposer is other than an individual, provide the name of an individual who can answer for proposer): Telephone number: Steve Vincent 970 - 845 -7119 C. Proposer intends to operate the Ground Transportation Concession as a corporation ( X ); partnership sole proprietorship or Explain: CORPORATION STATEMENT If a corporation or a corporation -in- formation, answer the following: 1. When incorporated? 1992 2. Where incorporated? Colorado 3. Is the corporation authorized to do business in Colorado? Yes ( X No If so, as of what date? 4. Furnish the following information about the principal officers and any shareholders with 5% or more ownership of the corporation. C"' C Steven�ncent PrTJsTLE Boix �,p`�l John E. Wynn V.P. Box 220, Avon, CO S.Sulin Vincent Sec. Box 542, Avon, COI 5. Name and address of a ent dfglrccrocess in the State of Colorado: Sulin Vincent,.133 R�ver , Avon LIMITED LIABILITY COMPANY If a limited liability company (LLC) or an LLC- in- formation, answer the following: 1. When formed? 2. Where formed? 3. Is the LLC authorized to do business in Colorado? Yes (_ No L_) If so, as of what date? 4. Furnish the following information about the principal officers and any members with 5% or more ownership of the company. NAME TITLE ADDRESS 5. Name and address of agent for process in the State of Colorado: PARTNERSHIP STATEMENT If a partnership, answer the following: 1. Date of organization? 2. General Partnership( ) Limited Partnership 3. Has the partnership done business in Colorado? Yes(—) No (_ ) 4. Name and address of each general partner: NAME ADDRESS JOINT VENTURE If a joint venture, answer the following: 1. Date of organization? 2. Has the joint venture done business in Colorado? Yes ( No �) 3. Name and address of each joint venture: NAME ADDRESS SOLE PROPRIETORSHIP If sole proprietorship, furnish the following: 1. Proprietor's name in full: 2. Address: 3. Company name: 4. Company address: How long in business under this company name? C-) C�'l II. STATEMENT OF QUALIFICATIONS AND EXPERIENCE INSTRUCTIONS For each question that requires an attachment, please restate the paragraph number, e.g., Attachment II, C, and the corresponding question. A. Name of proposer: Riverdi.de Management Co. dba Airlink Shuttle Address: Box Vai 1, eE) 81656 Telephone: 970- 845 -7119 B. Indicate below if you are certified as a Disadvantaged Business Enterprise Yes O No ( X C. Number of years proposer has performed ground transportation services. nine years If ground transportation service is to be performed by a joint venture or partner, indicate the experience of each party.) Ground Transportation experience years. Indicate beginning and ending years for each party D. Describe the nature of your experience in the operation of airport related facilities in Colorado and state the number of persons you currently employ in such airport related Colorado operations. (Attach answer as Attachment, II D.) E. Submit a list of the three (3) largest locations where you have operated ground transportation facilities within the last five consecutive years, giving the dates of operation for each location and the gross revenues for each operation for the last three years. List airport ground transportation facilities separately. (Attach answer as Attachment II, E.) F. Give names, address, and telephone numbers for landlords, if any, for all operations listed in Paragraph D above. (Attach answer as Attachment II, F.) G. Give name, location, and date of all ground transportation operating contracts, if any, that have been terminated within the past five years, for any reason, either voluntarily or involuntarily, prior to the expiration of their term; also list any judgments terminating ground transportation agreements operated by you within the past five years. If none, indicate "none" here none . (Attach separate sheet, if necessary, as Attachment II, G.) C C" H. Name and experience of key personnel of proposer: NAME TITLE EXPERIENCE Steven Vincent Pres. Ground Trans. management, 20yrs John Wynn V.P.& airport mgr 15yrs (If additional space is needed, attach answer as Attachment II, H.) I. Do you have a nationwide reservation system? Yes (A) No( ) J. State the number of vans /autos/buses that your organization proposes to use at the commercial passenger terminal building at Eagle County Regional Airport. 13 K. State the names of your credit card affiliations MC, Visa, AMX, Discover L. State the number and locations of your operating outlets and facilities in the Eagle County area, if any General offices and garage located 40801 Hwy 6 in Eagle /vailt. M. State the number of vehicles owned by your company in your existing fleet arad registered with Eagle County 9 III. FINANCIAL INFORMATION A. Financial Statements All proposers must provide financial statements for their organizations for at least the last two fiscal years. Included therein shall be information naming the principals,, their addresses and telephone numbers, and local and regional management personnel and their addresses and telephone numbers. ECAT reserves the right to confirm and request clarification of all information provided. Incomplete disclosures may deem a proposal to be non - responsive. (Attach statements as Attachment III, A.) B. Surety Information. Have you ever had a bond or surety canceled or forfeited` Yes ( No(—!--) If yes, state name of bonding company, date, amount o)f bond, and reason for such cancellation for forfeiture. Provide information, including name of bonding company or reference, that indicates your ability to qualify for, obtain, and submit the Performance Bonds that must submitted to ECAT if you are awarded this concession privilege. (Attach answer, if any, as Attachment III, B.) cC) C. Bankruptcy Information. Has the organization, corporation, partnership, or principal owners of the organization ever declared bankruptcy? Yes ( _ ) No ( x ) If yes, give details including date, court jurisdiction, amount of liabilities, and amount of assets. (Attach answer, if any, as Attachment III, (C.) D. Confidentiality of Records. Proposer should give specific attention to the identification of any portions of their Proposal which they deem confidential, or which contains proprietary information or trade secrets, copyrights, patents, or patents pending. Proposer should provide justification of why materials, upon request, should not be disclosed under the Colorado Open Records Act. ECAT may otherwise use or disclose the data submitted by each Proposer. The Proposer's opinion of proprietary information is not necessarily binding on ECAT. (Attach as Attachment III, (D.) The undersigned hereby attests to the truth and accuracy of all statements, answers, and representation made in this questionnaire, including all supplementary statements attached hereto (indiv�iddua'l, partner, joint venture, authorized officer of corporation). By: / Title: lyresident By: _ Title: By: _ Title: C Attachment II Paragraph D, Nature of Experience: C" Proposer has conducted both scheduled and charter ground transportation with an emphasis on the tourist market for the past nine years. Service is offered between Denver, Vail, Eagle, and Aspen. Most recently operated a counter at Eagle County Airport for the 2000/2001 season. Additionally the principles have been engaged in airport transportation since the early 1980's with a predecessor firm and operated ticket counter facilities at Denver Stapleton Airport for a number of years. Currently we employ between 15 -20 people seasonally. Paragraph E, Gross Revenues: Gross sales for the past 3 years for all Eagle County operations: 2001 - $330,809 2000 - $224,490 1999 - $312,962 r C Airlink Shuttle 10/08/01 Profit and Loss November 2000 through October 2001 Nov'00 - Oct'01 Ordinary Income /Expense Income Reimbursed Expenses 6,806.42 Sale of Services 330,809.17 Total Income 337,615.59 Expense Advertising 7,817.23 Travel Agent Commissions 3,889.95 Rents & Leases 26,310.50 Finance & Int. Charges 9,083.65 Licenses and Permits 3,253.69 Automobile Expense 37,597.41 Payroll Expenses 59,879.73 Sub - Contractors 150,536.85 Driver Uniforms 695.27 Payroll Taxes 271.16 Office Supplies 3,144.18 Postage and Delivery 132.00 Printing and Reproduction 1,714.32 Dues and Subscriptions 283.40 Repairs and Maintenance 160.00 Telephone 8,524.18 Miscellaneous 111.54 Taxes 1,255.74 Travel and Entertainment 342.60 Total Expense 315,003.40 Net Ordinary Income 22,612.19 Other Income /Expense Other Income Other Income 3,025.75 Total Other Income 3,025.75 Net Other Income 3,025.75 Net Income 25,637.94 Page i C, Airlink Shuttle 10/08101 Profit and Loss November 1999 through October 2000 Page 1 Nov'99 - Oct'00 Ordinary Income/Expense Income Reimbursed Expenses 4,478.55 Sale of Services 224,490.80 Total Income 228,969.35 Expense legal penalties 406.76 Advertising 8,575.65 Travel Agent Commissions 1,766.75 Rents & Leases 36,005.99 Finance & Int. Charges 7,955.60 Insurance (exc. veh.) 2,694.85 Licenses arod Permits 2,755.56 Automobile Expense 38,205.89 Payroll Expenses 32,168.73 Sub - Contractors 78,356.33 Office Supplies 1,688.60 Postage and Delivery 290.97 Printing and Reproduction 1,194.86 Dues and Subscriptions 1,151.38 Repairs and Maintenance 801.36 Telephone 13,451.06 Miscellaneous 248.77 Taxes 202.47 Travel and Entertainment 128.63 Utilities 356.60 Total Expense 228,406.81 Net Ordinary Income 562.54 Other Income /Expense Other Income Interest Income 4.24 Total Other Income 4.24 Net Other Income 4.24 Net Income 566.78 Page 1 q C r ADDENDUM ACKNOWLEDGMENT The undersigned hereby acknowledges receipt of Addendum 41 dated October 1, 2001. By: Title: �T