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Home My WebLink AboutC23-059 Turo1 LICENSE AND USE AGREEMENT FOR PEER-TO-PEER CAR SHARING AT EAGLE COUNTY REGIONAL AIRPORT THIS LICENSE AND USE AGREEMENT (the "Agreement"), dated as of ______________, is between Eagle County, Colorado, a body corporate and politic (“County”) and Turo Inc., a Delaware corporation with its principal place of business at 111 Sutter Street, Fl 12, San Francisco, CA 94104 ("Licensee"). Recitals A. The County owns, controls and operates the Eagle County Regional Airport (“Airport”) located at 217 Eldon Wilson Road, in the Town of Gypsum, State of Colorado, and is responsible for the regulation of ground transportation services utilized by the traveling public for access to and from the Airport commercial passenger terminal building and associated support facilities (collectively the “Terminal”); and B. Licensee owns and operates a Peer to Peer Car Sharing program that connects Shared Vehicle Owners with Airport Customers via a reservation in which Shared Vehicles are delivered to the Airport; and C. Licensee has requested a non-exclusive privilege to conduct certain commercial activities as more fully described herein at the Airport; and D. County deems the conduct of said commercial activities to be in the best interest of the Airport; and E. Licensee is obligated by Colorado Revised Statute Section 6-1-1214 to enter into a concession agreement before enabling car sharing at the Airport; and F. County has agreed to allow Licensee to make its digital network available at the Airport and allow Shared Vehicle Owners to deliver Shared Vehicles to the Airport for Airport Customers, subject, however, to the terms and conditions of this Agreement. Definitions A. “Airport”. The Eagle County Regional Airport located in Eagle County, Colorado. B. “Airport Director”. The director of the Airport or his/her designee. C. “Designated Areas”. As defined in Section 1. D. “Effective Date”. The date this Agreement is signed by both parties. E. The term "Gross Revenue" shall mean the total amount of monies paid to Licensee, earned by Licensee, or received by Licensee from any person who selects Airport DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 3/3/2023 2 property for delivery of a Shared Vehicle (“Airport Customer”), whether for cash, credit, or other form of payment, in its performance of its business on Airport property, including but not limited to: All reservation fees, trip fees, time fees, and mileage charges for Shared Vehicles; All protection plan charges for coverage offered incidental to a Peer-to-Peer Car Sharing agreement including, but not limited to, accident and personal effects insurance; The amount charged to Airport Customers at the commencement of a Peer-to-Peer Car Sharing agreement for the cost of furnishing fuel provided by a Shared Vehicle Owner or Licensee; Any delivery fee charges to pick-up and drop off a Shared Vehicle; Any young driver fee charged to Airport Customers; and All extra additional charges not expressly excluded under this provision, such as add-ons for GPS, child carriers, ski or bicycle roof-top carriers, travel accessories or conveniences, and services charges. Exclusions. Only the following shall be excluded from the term “Gross Revenues”: Any Federal, State, County, or City sales or other similar taxes or surcharges separately stated to and collected from Airport Customers; Any amounts received from Airport Customers as insurance proceeds or otherwise for damage to Shared Vehicles, or for loss, conversion, or abandonment of such vehicle; Amounts received from the disposal of salvage vehicles or the wholesale disposal or transfer of vehicles; Amounts received from Airport Customers as payment for and administration of traffic tickets, parking tickets, tolls, tows, and impound fees. Any amounts received by Licensee from Airport Customers which are fully passed through to Shared Vehicle Owners without any mark-up or profit to Licensee, such as fuel replacement, cancellation fees, smoking fees, and cleaning fees. DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 3 F. “Peer-to-Peer Car Sharing”. An arms-length, remote, web-based, or mobile transaction where a Shared Vehicle Owner allows a third party to use the Shared Vehicle(s) for a fee. This includes, but is not limited to, Reservations made through Licensee's website, mobile application, or any other platform that connects Shared Vehicle Owners with Airport Customers seeking to reserve the Shared Vehicle(s), with the Shared Vehicle(s) being dropped off to the Airport Customer on Airport Property. G. “Reservation”. An online electronic reservation completed for an Airport Customer in Licensee's Peer-to-Peer Car Sharing website, mobile application, or other platform that initiates a reservation for a Vehicle between a Shared Vehicle Owner and an Airport Customer where the Shared Vehicle Owner delivers the Vehicle to the Airport Customer. H. “Shared Vehicle”. A licensed motor vehicle that has been shared or is available to be shared from a Shared Vehicle Owner through a Licensee-controlled platform. I. “Shared Vehicle Owner”. An individual or company that owns, leases, or otherwise has control over a Shared Vehicle and uses Licensee’s website, mobile application, or any other platform to perform Peer-to Peer Car Sharing of a Shared Vehicle. J. The terms used herein shall be defined and interpreted consistent with the definitions set forth in Colorado Revised Statute Section 6-1-1202. Terms and Conditions In consideration of the mutual promises set forth herein, County and Licensee agree as follows: 1. License. County hereby grants to Licensee the non-exclusive right and license to enable Peer-to-Peer Car Sharing at the Airport during the term of this Agreement. Licensee shall have no right under this Agreement to maintain a customer service counter or ticket counter at the Airport. Licensee is hereby granted access to the Airport for the purpose of enabling Peer-to-Peer Car Sharing at the Airport, and is granted the use of the following described areas (the “Designated Areas”) during the term of this Agreement, subject to the conditions hereinafter set forth: (a) Shared Vehicle Owners are permitted to use the public long-term parking lot of the Airport in common with other Airport users. Shared Vehicle Owners may drop off and pick up the Shared Vehicle in the public long-term parking lot, as identified in Exhibit C. Licensee, Shared Vehicle Owners or Airport Customers shall be responsible for any applicable parking fees. DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 4 No storage (except for short-term parking of Shared Vehicles in the public long-term parking lot), maintenance, washing or servicing of Shared Vehicles shall be performed at the Airport, or anywhere on Airport property. Licensee will not conduct any business on the Airport except for the vehicle exchanges between Shared Vehicle Owners and Airport Customers, except as otherwise provided in the Agreement, without the express written consent of the Airport Director. Licensee will not conduct Peer-to-Peer Car Sharing at any other place on the Airport, other than the areas specifically identified herein, without express written approval of the Airport Director. 2. Term. The term of this Agreement will begin thirty (30) days after the execution date (the “Effective Date”) and will continue for a one (1) year term from the Effective Date, unless terminated earlier as herein provided. This Agreement will automatically renew for successive one (1) year terms unless either party notifies the other in writing, not less than sixty (60) days prior to the expiration of the current term, of its intention not to renew. 3. Fees and Charges. Licensee shall pay the following fees and charges to County for the privilege of enabling Peer-to-Peer Car Sharing at the Airport: 3.1 Concession Fee. Licensee shall pay, as compensation for the rights granted to it pursuant to this Agreement, six percent (6%) of Gross Revenues for each month during the term of this Agreement. 3.2 Method of Payment. The Concession Fee required in Paragraph 3.1, above, shall be due and payable monthly on the 20th day of the month following the month in which the visit occurred. Licensee shall submit a monthly report of its Gross Revenues to accompany said payment in the form attached hereto as Exhibit A. The Licensee shall mail payments to Eagle County Government, c/o Airport Director, P.O. Box 850, Eagle, Colorado 81631 or via electronic method as approved by the Airport Director. If the day on which any payment hereunder is due is a Saturday, Sunday or County legal holiday, the payment shall be due on the next business day. All payments not made when due shall each bear interest on any unpaid and delinquent balance for any month or portion of a month so delinquent at the rate of one and one-half percent (1.5%) per month or any part of a month on the unpaid balance, compounded monthly; interest shall be due and payable without demand with the next regular payment date. Amounts received shall be credited first to accrued interest and then to accrued and current payments due. Licensee shall maintain a log or record showing all Car Sharing Reservations relating to the Licensee’s Airport trips. All Car Sharing Reservations must be accounted for, including voided, lost or destroyed copies. 3.3 Customer Billings. Concession Fees payable by the Licensee hereunder shall not be represented or identified by Licensee as a tax or surcharge imposed by County or the Eagle County Air Terminal Corporation (“ECAT”) either on any billing or in any other written materials or statements. DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 5 3.4 Audit. County reserves the right, at County’s expense, to inspect Licensee’s financial records for the purpose of verifying Gross Revenues. The County shall give Licensee fourteen (14) days written notice of said inspection of records. Further, County reserves the right to demand an independent audit conducted in accordance with generally accepted auditing standards of all Licensee’s financial records, including, but not limited to, those maintained in Eagle County, Colorado. If, as a result of said audit, it is determined that Licensee has understated the Gross Revenues by three percent (3%) or more, the entire expense of said audit shall be borne by Licensee. Any additional concession fee due shall be paid by Licensee to County with interest thereon at 18% per annum, from the date such additional fees became due which is the day underreporting commenced. 4. Operation of Business. County grants Licensee the non-exclusive right to use the Designated Areas in order to perform the operating privileges herein, subject to the terms and conditions set forth in this Agreement. Upon request, Shared Vehicle Owners shall allow Airport personnel access to Reservation information. 4.1 Designated Areas. Shared Vehicle Owners shall not pick up or drop off Airport Customers(s) at the Airport in any location other than the areas set forth in Section 1 above, and identified in Exhibit C. 4.2 Rights of Ingress and Egress. Shared Vehicle Owners and Airport Customers affiliated with Licensee shall have the non-exclusive rights of ingress and egress across Airport property to conduct their permitted operations hereunder, provided that such ingress and egress activity; (i) shall not impede or interfere, in any way, with the operations of the Airport or the use of the Airport by its tenants, passengers or employees; (ii) shall be in areas and roadways designated by County, ECAT and the Airport Director; and (iii) may be temporarily suspended by the Airport Director in the event of an emergency or a threat to the Airport during the time period of such emergency or threat. 4.3 Changes to Airport. Licensee acknowledges and agrees that: (i) County or ECAT shall have the right, at all times, to change, alter and expand the Airport, including the terminals, roadways and the Designated Areas; and (ii) County has made no representations, warranties and/or covenants to Licensee regarding the design, construction, passenger or automobile traffic, or views of the Airport. The Airport may from time to time undergo renovation, construction and other Airport modifications; and County may adopt regulations relating to security and other operational matters that my affect Licensee’s business. Licensee agrees that no liability shall attach to County or ECAT or their respective officers, agents, employees, contractors, subcontractors and representatives by way of such inconveniences, and Licensee waives any right to claim damages or other consideration therefrom. 4.4 Licensee shall inform all Shared Vehicle Owners affiliated with Licensee who operate at the Airport of the requirements set forth in this Agreement. Licensee shall work in good faith with the Airport to address any instances of Shared Vehicle Owners DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 6 who (i) fail to cooperate with a request by Airport personnel to provide information to confirm that they are authorized to operate at the Airport, (ii) fail to use the Designated Areas in accordance with this Agreement, or (iii) engage in any conduct that causes harm to the Airport. The Airport Director may direct the Licensee to temporarily or permanently restrict a Shared Vehicle Owner’s ability to deliver vehicles to the Airport via Licensee’s digital network and the Licensee agrees to ensure same if the Shared Vehicle Owner engages in repeated conduct (as addressed in Section 4.6.1) that is inconsistent with this Agreement or that otherwise causes harm to the Airport or commits a criminal act. 4.5 Snow Removal. 4.4.1 County may, but is not obligated to remove snow from those areas of the Airport which are open to public use and which are utilized for the passage, loading and unloading and storage of motor vehicles; provided, that County shall not be required to move or relocate parked vehicles to accomplish such snow removal. 4.6 Contract Violations Fines and Reporting 4.6.1 In the event a Shared Vehicle Owner violates the terms of this Agreement, as determined by the County or Licensee, Licensee will take the following actions: i. 1st Offense - Licensee will give verbal warning to Shared Vehicle Owner. ii. 2nd Offense - Licensee will give written warning to Shared Vehicle Owner requiring the Shared Vehicle Owner to agree to full compliance of rules in writing and Licensee will be subject to liquidated damages in the amount of $100. iii. 3rd Offense - Shared Vehicle Owner will be restricted from delivering Shared Vehicles to the Airport, and Licensee will be subject to liquidated damages in the amount of $250. 4.6.2 Safety and security issues shall be reported immediately to the Airport Director providing as much detail and documentation as possible. Phone and/or email reporting is acceptable for these issues. If the issue is of an urgent nature and Licensee is unable to reach the Airport Director, report to any Airport employee as soon as possible. 5. Indemnity and Insurance. 5.1 Licensee, (including, by definition here and hereinbelow, the Licensee's employees, officers, agents, representatives, contractors and invitees) shall release, discharge, indemnify and hold harmless County and ECAT and their officials, DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 7 employees, agents and representatives from and against liability for any claim, demand, loss, damages, penalty, judgment, expenses, costs (including costs of investigation and defense), fees (including reasonable attorney and expert witness fees) or compensation in any form or kind whatsoever for any bodily injury, death, personal injury or property damage arising out of or in connection with any act, error or omission by the Licensee, or for any resulting liability alleged to accrue against County or ECAT on account of the Licensee's acts, errors or omissions; provided, however, that such indemnity shall not be construed as an indemnity for bodily injury or property damage arising from the sole negligence or intentional acts of County, ECAT or their employees. 5.2 Licensee further shall investigate, process, respond to, adjust, provide defense for and defend, pay or settle all claims, demands, or lawsuits related to its acts, errors and omissions hereunder at its sole expense and shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent. 5.3 To fund this indemnity, in whole or in part, the Licensee shall secure and maintain for the term of its contractual relationship with County such insurance policies, from companies licensed in the State of Colorado, as will protect itself, County, ECAT (with ECAT and County named as additional insureds to the extent permitted by law), and others as specified, from claims for bodily injuries, death, personal injury or property damage, which may arise out of or result from the Licensee's intentional or negligent acts, errors or omissions. The following insurance coverage, at or above the limits indicated and including such endorsements as are indicated by an "X," are required: 5.3.1 Statutory Worker’s Compensation -- Colorado Statutory Minimums 5.3.2 Commercial General Liability -- Policy Limits: Bodily Injury/Property Damage Combined Single Limit of $1,000,000; Endorsements: X Comprehensive Form (all risks) X Premises/Operations __ Underground, Explosion & Collapse Hazard X Products/Completed Operations X Broad Form Blanket Contractual (Hold Harmless Coverage) X Independent Contractors and Sub-Contractors X Broad Form Property Damage X Personal Injury, with Employment Exclusion Deleted. 5.3.3 Comprehensive Motor Vehicle DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 8 Liability Insurance -- Policy Limits: Bodily Injury/Property Damage Combined Single Limit of $1,000,000; Endorsements: X Any Auto X All Owned Autos X Hired Autos X Non-Owned Autos __ Garage Keepers 5.4 To provide evidence of the required insurance coverages, copies of Certificates of Insurance in a form acceptable to County shall be filed with County (through the Airport Director) no later than ten (10) calendar days prior to commencement of operations at the Airport. Failure to file or maintain acceptable Certificates of Insurance with County is agreed to be a material breach of any contract and grounds for termination. Licensee shall immediately provide County (through the Airport Director) with written notice in the event any portion of the insurance coverage required by this Agreement is cancelled, materially altered or if the insurer gives Licensee notice of its intent to cancel or materially alter such insurance. For purposes of this provision, "materially altered" shall mean a change to policy limits as set out in the then- current policy declarations page. Simultaneously with the Certificates, Licensee shall file and update as necessary a certified statement as to claims pending against required coverages, reserves established on account of such claims, defense costs expended and amounts remaining in policy limits. 5.5 In addition, these Certificates of Insurance shall contain the following clauses: 5.5.1 The clause "other insurance provisions" in a policy in which County or ECAT is named as an insured, shall not apply to County or ECAT. 5.5.2 The insurance companies issuing the policy or policies shall have no recourse against County or ECAT for payment of any premiums or for assessments under any form of policy. 5.5.3 Any and all deductibles in the above described insurance policies shall be assumed by and be for the amount of, and at the sole risk of the Licensee. 5.5.4 Location of operations shall be: "all operations and locations on the Airport conducted by or occupied by Licensee." 6. Inspection of Premises. Licensee represents that it has inspected the Airport, including the Designated Areas permitted for Peer-to-Peer Car Sharing as set forth in Section 1 above, and that it accepts the condition of same and fully assumes all risk incident to the use thereof. County shall not be liable to Licensee for any damages or injuries to the property or person of Licensee, its agents, employees, Shared Vehicle Owners, and Airport Customers which DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 9 may result from hidden, latent or other dangerous conditions on the Airport, as a result of negligence of County or ECAT, their agents or employees. 7. Assignment. Licensee shall not assign or transfer Licensee's interest in this Agreement, or assign this Agreement for security purposes, without the prior written consent of County. 8. Compliance with Applicable Laws. In connection with its license and the conduct of its operations on the Airport, the Licensee shall: 8.1 Comply with all applicable laws, rules and regulations of County, Eagle County Regional Airport Rules and Regulations, Eagle County Regional Airport Rules and Regulations for Commercial Ground Transportation, the State of Colorado and the United States of America and any and all departments and agencies thereof, as the same may now exist or may be hereafter promulgated or amended from time to time. 8.2 In performing its obligations and conducting activities pursuant to this Agreement, Licensee shall comply with the nondiscrimination obligations set forth in Exhibit B. 8.3 Shared Vehicle Owners shall neither solicit nor conduct business within the Terminal building, or any portion of the Airport property except as set forth herein. Loitering or soliciting in any Airport building by Shared Vehicle Owners during passenger enplanement/deplanement is not authorized. Loading and unloading of vehicles in areas other than the Designated Areas for purposes other than loading or unloading is prohibited. Any violation of this provision shall be grounds for immediate termination of this Agreement. 8.4 This Agreement shall be subordinate to the provisions of any other existing or future agreement between the United States Government and the County or ECAT relative to the use, operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport, by the provisions of the Airport Improvement Program, and as the program may be amended, or any other federal act, deed, grant agreement or program affecting the operation, maintenance of the Airport now or in the future. 9. Relationship of Parties. It is the intent and purpose of the parties that they shall have the relationship of County and Licensee hereunder, and nothing contained herein shall be deemed or construed to constitute the parties as partners or joint venturers, and in no event shall County or ECAT be liable for any loss which may result from the operations of Licensee upon the Airport or for any indebtedness incurred by Licensee in the operation of its business on the Airport. DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 10 10.Non-Liability of County’s Agents and Employees. No official, agent, or employee of County shall be personally liable to Licensee in the event of any default or breach hereunder by County. 11. Events of Default. 11.1 The following shall constitute defaults by Licensee: A.The failure to pay the concession fees due hereunder, or any other monies owed under this Agreement, or under any other agreement between County and Licensee when due; B.The violation of Section 8.3 hereof concerning solicitation; C.The breach of any warranty or representation made by Licensee or any other failure by Licensee to perform any covenant or obligation required by this Agreement (other than those specified in subparts A or B above) or by any other agreement between County and Licensee, and the failure to cure said default or breach within a period of fifteen (15) days following written notice of said default or breach; D.Any attempted assignment of this Agreement by Licensee without the written consent of County; E.Licensee's filing of a petition for relief under the Bankruptcy Reform Act of 1978, as amended or recodified, or under any other present or future federal or state law regarding bankruptcy, reorganization or other relief to debtors, or Licensee's insolvency or inability to pay its debts as they mature, or Licensee's making a general assignment for the benefit of its creditors, or Licensee's applying for a receiver, trustee, custodian or liquidator for Licensee or any of its property, or the filing by or against Licensee of a petition or the commencement of any other procedure to liquidate or dissolve Licensee; F.Licensee's failure to effect a full dismissal of any involuntary petition under the Bankruptcy Reform Act of 1978, as amended or recodified, or under any other present or future federal or state law regarding bankruptcy, reorganization or other relief to debtor that is filed against Licensee or that in any way restrains or limits Licensee or County regarding this Agreement prior to the earlier of: (a) the entry of any order granting relief sought in the involuntary petition; or (b) thirty (30) days after the date of filing of the petition, or Licensee's filing of any pleading in any such involuntary proceeding which admits the jurisdiction of the court or the petitioner's material allegations regarding Licensee's insolvency; G.The failure of Licensee to comply with the nondiscrimination obligations set forth in Exhibit B; or DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 11 H. Abandonment of Licensee's operations, which shall be defined as Licensee's failure to conduct operations at the Airport in accordance with the requirements of this Agreement for one (1) month. 11.2 The following shall be Events of Default with respect to County hereunder: A. The breach of any promise or covenant of County made herein which shall continue and not be cured within thirty (30) days after Licensee has given written notice to County of such breach. 12. Remedies. Upon the occurrence of an Event of Default with respect to Licensee, County may, at its election, terminate this Agreement by written notice to Licensee of such election. In addition, County may pursue any legal or equitable remedy available to it with respect to such Event of Default. Upon the occurrence of an Event of Default with respect to County, Licensee may, at its election, terminate this Agreement by written notice to County of such election. In addition, Licensee may pursue any legal or equitable remedy available to it with respect to such Event of Default. 13. Licensee's Termination Rights. Licensee shall have the right upon 30 days’ written notice to County to terminate this Agreement upon the happening of any of the following events, if said event is then continuing: 13.1. The issuance by any court of competent jurisdiction of an injunction, order or decree (1) preventing or restraining the use of all or a part of the Airport for normal airport purposes, which may be used by Licensee and which is necessary for its operations on the Airport or (2) preventing Licensee from operating Shared Vehicles and which injunction, order or decree remains in force for a period of at least thirty (30) days. 13.2. If, by reason of any action of any governmental authority, Licensee is unable to conduct its business for a period in excess of thirty (30) days in substantially the same manner or substantially to the same extent as prior to such action. 13.3. Permanent abandonment of Airport for scheduled airline service. 14. County’s Termination Rights. In addition to any other termination rights set forth herein, County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to Licensee. Upon termination of this Agreement for any reason, Licensee shall immediately cease all operations at the Airport and pay all Fees and Charges due to County pursuant to Section 3 above. DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 12 15. Notices. Any notice given pursuant to this Agreement other than which is specifically permitted to be given in some other fashion shall be in writing and shall be delivered by hand, by overnight courier or by registered or certified mail, postage prepaid, return receipt requested and addressed as follows: If to County: Aviation Director Eagle County Government P.O. Box 850 Eagle, Colorado 81631 Phone: (970) 328-2680 Fax: (970) 328-2687 With a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 Phone: (970) 328-8685 Fax: (970) 328-8699 If to Licensee: Turo Inc. Attn: Legal – Airports 111 Sutter Street, 12th Floor San Francisco, CA 94104 Notice shall be deemed given when delivered if hand-delivered by courier or two days after the date indicated on the postmark if sent by U.S. Mail. Either party may change its address to which notices shall be delivered or mailed by giving notice of such change as provided above. 16. Representations of Licensee. Licensee represents and warrants to County as follows: 16.1 Licensee is the holder of any license or permit required to operate the business contemplated by this Agreement, any such licenses or permits are validly issued and currently in effect, and Licensee will, during the term of this Agreement, maintain the current effectiveness of all such licenses and permits. 16.2 Licensee, and those individuals executing this Agreement on behalf of Licensee, represent and warrant that they are familiar with Section 18-8-301, et seq. of the Colorado Revised Statutes (Bribery and Corrupt Influences) and Section 18-8-401, et DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 13 seq. of the Colorado Revised Statutes (Abuse of Public Office) and that no violations of the provisions thereof are present. 16.3 Licensee, and those individuals executing this Agreement on behalf of Licensee, represent and warrant that to the best of their knowledge no employee of County or ECAT has personal or beneficial interest whatsoever in this Agreement or in the business to be conducted by the Licensee hereunder. 17. Waiver. Should Licensee breach any of its obligations hereunder, County nevertheless may thereafter accept from Licensee any payment or payments due hereunder, and continue this Agreement in effect, without in any way waiving County’s right to exercise its default rights hereunder, or any other remedies provided by law, for said breach. In addition, any waiver by County of any default, breach, or omission of Licensee under this Agreement shall not be construed as a waiver of any subsequent or different default, breach, or omission. 18. Partial Invalidity. If any term or condition of this Agreement or the application thereof to any person or event shall to any extent be deemed invalid and unenforceable, the remainder of this Agreement and the application of such term, covenant, or condition to persons or events other than those to which it is held invalid or unenforceable shall not be affected and each term, covenant and condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 19. Attorney Fees, Governing Law, Venue and Jurisdiction. In the event either party to this Agreement brings suit to enforce or interpret any portion of this Agreement, the party prevailing in such action shall be entitled to recover all costs incurred in such action, including without limitation, reasonable attorney's fees. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without reference to choice of laws rules. The parties hereby agree that venue and jurisdiction for all actions taken with respect to this Agreement shall be in the United States District Court for the District of Colorado or in the Fifth Judicial District of the State of Colorado. 20. Captions. All headings and captions appearing herein are for convenience only and shall be disregarded in construing this Agreement. 21. Entire Agreement. This Agreement and any exhibits referred to herein constitute the entire agreement between the parties concerning the operation by Licensee of a Peer-to-Peer Car Sharing business at the Airport. It supersedes and revokes any prior agreements, whether written or oral between County and Licensee concerning the operation by Licensee of a Peer-to- Peer Car Sharing business and may not be amended, modified or revoked except by a written document executed by both County and Licensee. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 14 COUNTY OF EAGLE, STATE OF COLORADO, by and through its Board of County Commissioners By: ______________________________ Kathy Chandler-Henry, Chair Attest: By: _________________________________ Regina O’Brien, Clerk to the Board LICENSEE: By:________________________ Print Name: _________________ Title: _______________________ DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D President, Turo Inc. Alex Benn 15 EXHIBIT A PEER-TO-PEER CAR SHARING GROUND TRANSPORTATION LICENSEE MONTHLY ACTIVITY REPORT Monthly Period Covered: From / / Ending / / Total Number of drop-offs __________ Total Number of pick-ups_________ Total Gross Revenues During period: $__________________ 6% of Gross Revenues $__________________ Amount Submitted $__________________ Date Check/EFT Number STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) Based on personal knowledge, I hereby verify this report to be a true and accurate account of Licensee’s Gross Revenues, as defined in the License and Use Agreement, Peer-to- Peer Car Sharing – Eagle County Regional Airport, for the period shown above. LICENSEE:__________________________ By:________________________________ Title:______________________________ DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D EXHIBIT B CIVIL RIGHTS NON-DISCRIMINATION 1. LICENSEE 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 LICENSEE transfers its obligation to another, the transferee is obligated in the same manner as LICENSEE. This provision obligates LICENSEE for the period during which the property is used or possessed by LICENSEE and the Airport remains obligated to the FAA. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. 2. During the performance of this Agreement, LICENSEE for itself, its assignees, and successors in interest, agrees to comply with the following non-discrimination statutes and authorities: A. Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); B. 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); C. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); D. Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; E. The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); F. 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); G. 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 DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 17 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); H. 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 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; I. The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination 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; K. 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 ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); L. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). 3. LICENSEE, including 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 DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 18 of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that LICENSEE will use the premises in compliance with all other requirements imposed by or pursuant to the list of non- discrimination acts and authorities, as enumerated in the preceding subsection. In the event of breach of any of the above nondiscrimination covenants, COUNTY will have the right to terminate this Agreement and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if the Agreement had never been made or issued. 4. During the performance of this Agreement, LICENSEE, for itself, its assignees, and successors in interest, agrees as follows: A. Compliance with Regulations: LICENSEE (hereinafter includes consultants) 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 contract. B. Nondiscrimination: LICENSEE, with regard to the work performed by it during the Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. LICENSEE 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. C. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by LICENSEE for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by LICENSEE of contractor’s obligations under this Agreement and the Nondiscrimination Acts and Authorities. D. Information and Reports: LICENSEE 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 COUNTY or the FAA to be pertinent to ascertain DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 19 compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, LICENSEE will so certify to COUNTY or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of LICENSEE’S noncompliance with the non-discrimination provisions of this Agreement, COUNTY will impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to, cancelling, terminating, or suspending this Agreement, in whole or in part. F. Incorporation of Provisions: LICENSEE will include the provisions of this subsection in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. LICENSEE will take action with respect to any subcontract or procurement as COUNTY or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if LICENSEE becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, LICENSEE may request COUNTY to enter into any litigation to protect the interests of COUNTY. In addition, LICENSEE may request the United States to enter into the litigation to protect the interests of the United States. DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D 20 EXHIBIT C DESIGNATED AREAS DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D Exhibit C ~ Designated Area of Operation Parking area to take place in the Airport’s Long Term Lot (shaded in green) DocuSign Envelope ID: A035D5B1-08D8-4C00-ACEB-D1B934197A6D