HomeMy WebLinkAboutECAT C05-031 Eagle Valley Chamber of CommerceAGREEMENT
FOR OPERATION OF VISITOR INFORMATION DESK
EAGLE COUNTY AIR TERMINAL CORPORATION
THIS AGREEMENT made and entered into this /6t dayof rjg4j"4M
05, b and between
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Eagle County Air Terminal Corporation, a nonprofit Colorado corporation ("CORPORATION"),
and the Eagle Valley Chamber of Commerce ("CONCESSIONAIRE").
WITNESSETH:
WHEREAS, CORPORATION is owner and operator of the passenger Terminal Building and
associated support facilities ("TERMINAL BUILDING") located in the Town of Gypsum on the
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 and CONCESSIONAIRE have 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. "Concession Space" shall mean the spaces as generally depicted on the
Terminal Space Plan attached hereto as Exhibit "A," located within the TERMINAL BUILDING
and shall include the plural where applicable. The CORPORATION and CONCESSIONAIRE
acknowledge and agree that the dimensions of the CONCESSION SPACE as set forth in
Exhibit "A" are approximate, and that for purposes of this Agreement it is deemed to be 120
square feet.
C. "Concessionaire's Proposal" shall mean the Proposal dated December 16,
2004, submitted by CONCESSIONAIRE and accepted by the CORPORATION and consisting
of CONCESSIONAIRE's plans for designs and operation, a copy of which is attached hereto as
Exhibit "B."
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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 for a Visitor Information Desk
consistent with CONCESSIONAIRE's Proposal and subject to all the terms and provisions of
this Agreement. In the event any terms and conditions of this Agreement and
CONCESSIONAIRE's Proposal shall conflict, the Perms and conditions of this Agreement shall
control.
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 Visitor
Information Desk at the TERMINAL BUILDING. CONCESSIONAIRE understands and agrees
that it shall not engage in any other business on the AIRPORT under this agreement.
B. No signs, poster or other display of advertising media, including material supplied
by manufacturers of merchandise offered for sale, shall be installed by CONCESSIONAIRE on
or about the TERMINAL BUILDING, including in the CONCESSION SPACE without the prior
written approval of the CORPORATION. The CORPORATION intends to implement and
enforce signage standards in the TERMINAL BUILDING, No temporary signs or displays shall
be permitted without the prior written approval of the corporation or Airport Manager.
Section 2.3 Rights Not Exclusive. CORPORATION reserves the right to grant other
CONCESSIONAIREs the right to operate Visitor Information Desks in the TERMINAL
BUILDING or AIRPORT, and CONCESSIONAIRE understands and agrees that its right 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 its 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, 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
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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.
ARTICLE 3
Term
Section 3.1 Term. This Agreement shall be deemed effective from 12:01 a.m. local time on
December 21, 2004, and continue until 12:01 a.m. local time on April 2, 2005, subject to prior
termination as provided in Article 8 hereof and subject to the renewal provisions immediately
hereunder.
Pending review of the success of the Visitor Information Desk program in its initial term by
CORPORATION, CORPORATION reserves the right to grant CONCESSIONAIRE the option of
up to four (4) annual renewals, commencing with the expiration of the original Term, under the
same terms and conditions of the original Term (in which case the word "Term" as used herein
shall refer to the original and the renewal term, as appropriate); provided that, in no event shall
CONCESSIONAIRE be entitled to renew the Term hereof, even though notice is timely given,
unless CONCESSIONAIRE shall have timely performed all of its obligations hereunder and not
be in default hereunder, both as of the time of the exercise and as of the expiration of the
original Term. The renewal option may be exercised only by written notice from
CORPORATION to CONCESSIONAIRE.
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.
Notwithstanding anything contained herein to the contrary, either party may terminate this
agreement, without cause, upon giving written notice to the other party no fewer than thirty (30)
days prior to the termination date. Upon termination of this Agreement for any reason, the
parties shall only be responsible for costs and payments actually incurred prior to the
termination date.
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.
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ARTICLE 4
Compensation
Section 4.1 Compensation. For the use of the space in the terminal building, there will be no
rent associated.
Section 4.2. Management Fee. In consideration of the services set forth in this Agreement
and CONCESSIONAIRE's Proposal, CORPORATION shall pay CONCESSIONAIRE a
management fee in an amount not to exceed $1,750.00 for the duration of the initial term herein.
Management Fees for any extension of this Agreement shall be at a rate of $500.00 per month.
Section 4.3 Training Costs. In consideration of the services set forth in this Agreement and
CONCESSIONAIRE's Proposal, CORPORATION shall reimburse CONCESSIONAIRE its
actual costs associated with training visitor desk attendants in an amount not to exceed
$1500.00 for the duration of the initial term herein. This amount may only be increased by prior
written authorization of CORPORATION. Any training costs incurred following an extension of
this Agreement shall only be payable if and in an amount previously authorized in writing by
CORPORATION.
Section 4.4 Payroll Costs. In consideration of the services set forth in this Agreement and
CONCESSIONAIRE's Proposal , CORPORATION shall reimburse CONCESSIONAIRE its
actual costs associated with payroll and payroll taxes in an amount not to exceed $9,369.43 for
the duration of the initial term herein. Payroll costs for any extension of this Agreement shall be
at the rates set forth in Exhibit "B." Nothing herein shall alter the independent contractor status
of CONCESSIONAIRE as more fully set forth in Section 10.10 hereunder.
Section 4.5 Operational Supplies. In consideration of the services set forth in this
Agreement and CONCESSIONAIRE's Proposal, CORPORATION shall reimburse
CONCESSIONAIRE its actual costs of operational supplies, including but not limited to furniture,
fixtures, signage, uniforms, etc., in an amount not to exceed $6000 for the duration of the initial
term herein. Operational Supplies for any extension of this Agreement shall only payable if and
in an amount previously authorized in writing by CORPORATION.
Pursuant to Section 5.15 hereunder, any operational supplies or other equipment purchased or
reimbursed with funds made available by CORPORATION shall become the property of
CORPORATION upon the acceptance by CORPORATION following the termination of this
Agreement. Accordingly, specifications and complete descriptions of all furniture, fixtures, and
other significant operational supplies shall be submitted to and approved by CORPORATION
staff prior to purchase to ensure that CORPORATION may beneficially use such operational
supplies in the event of termination of this Agreement.
Section 4.6 Pay Request. CONCESSIONAIRE shall submit applications for payment and
any back-up material reasonably requested not more than once per month. CORPORATION
shall make monthly progress payments on the basis of CONCESSIONAIRE's satisfactory
application for payment.
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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 supply sufficient goods and products to fully stock its
CONCESSION SPACE. All articles must be of top quality. Food and drink products are
prohibited from being sold from the Visitors Information Desk.
C. CONCESSIONAIRE shall provide personnel in sufficient number and quality
necessary to conveniently and efficiently serve the public. Such personnel shall be thoroughly
qualified, familiar with the business, courteous, informative and helpful to the public. The attire
of such personnel shall be of the highest character and in keeping with that worn by personnel
in similar first-class businesses. Personnel shall at all times possess visible identification as to
their name and employer.
D. CONCESSIONAIRE shall make all deliveries of supplies, goods and products in
such manner and at such times and locations as the CORPORATION may reasonably approve.
Emergency deliveries may be made at other times subject to prior arrangements with the
CORPORATION.
E. CONCESSIONAIRE shall comply with all applicable federal, state and local laws
and regulations governing similar service establishments and shall allow duly authorized
representatives of governmental entities access to the CONCESSION SPACE for inspection
purposes. CONCESSIONAIRE agrees to obtain at its own expense, and maintain at all times,
all licenses and certificates necessary for the operation of its establishment and to comply with
all applicable health, safety and sanitary laws, regulations and inspections concerning same.
F. The CORPORATION shall have the right to make reasonable objections to, the
character of the service rendered to the public, and the appearance and condition of the
CONCESSION SPACE. CONCESSIONAIRE agrees to promptly discontinue or remedy any
objectionable practice or condition within five (5) days after written notice by the
CORPORATION.
Section 5.2 Inventory. CONCESSIONAIRE shall prepare an inventory indicating services
and items for offering. This inventory shall be subject to approval by the CORPORATION.
CONCESSIONAIRE shall provide services only in accordance with CONCESSIONAIRE'S
Proposal and the terms of this Agreement. CONCESSIONAIRE may provide such additional
items and/or services as the CORPORATION may authorize in writing.
Section 5.3 Hours of Operation. Beginning December 21, 2004, CONCESSIONAIRE
agrees to keep its concession facilities open for business to the public in accordance with the
hours identified in its proposal. In the event of flight cancellations and/or airporttrunway
closures, CONCESSIONAIRE agrees to maintain operation of the visitor information desk until
the needs of the traveling public are satisfied to the extent which CONCESSIONAIRE can
contribute.
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Section 5.4 Care of Area. CONCESSIONAIRE agrees that it will keep the CONCESSION
SPACE in a neat, clean, safe, sanitary and orderly condition at all times, and further agrees that
it will keep such area free at all times of all paper, rubbish, spills, and debris.
CONCESSIONAIRE, at its own expense, shall collect and deposit all trash and refuse at
frequent intervals at collection station locations specified by CORPORATION. Accumulation of
boxes, cartons, barrels or other similar items shall not be permitted in any public area in the
TERMINAL BUILDING.
Section 5.5 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 CORPORATION. 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 5.6 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, the resolutions or ordinances of the Town of
Gypsum or 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 TERMINAL BUILDING or the AIRPORT, either
promulgated by the CORPORATION or Eagle County, on (respectively) 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 CORPORATION may request relating to CONCESSIONAIRE's
operations.
Section 5.7 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 5.8 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 CORPORATION, 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
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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 5.9 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 5.10 Noise, Odors, Vibrations and Annoyances. CONCESSIONAIRE shall 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 5.11 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 therefore 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 5.12 No Action. CONCESSIONAIRE agrees not to allow or permit any sale by
auction or hawking on the CONCESSION SPACE.
Section 5.13 Original Improvements. CONCESSIONAIRE shall construct and install the
improvements, if any, described in CONCESSIONAIRE'S PROPOSAL with an estimated
reasonable cost as approved by CORPORATION. CONCESSIONAIRE is responsible for
obtaining any required building or other permits for the construction and installation of the
original improvements. Prior to construction of any improvements, CONCESSIONAIRE shall
receive the requisite pre -approval of CORPORATION as set forth in 5.14 hereunder.
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Section 5.14 Restrictions on Changes and Alterations. 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 CORPORATION. CONCESSIONAIRE must comply with all conditions which may be
imposed by the CORPORATION, in its sole discretion. Full and complete specifications for all
work and improvements, along with a statement of the time required to complete such work
shall be submitted to and approved in writing by the CORPORATION before construction work
commences. Copies of plans for all changes or alterations shall be given to the
CORPORATION for review and written approval prior to commencement of construction.
Building and other permits shall be the responsibility of CONCESSIONAIRE.
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
seq., and its regulations. The approval given by CORPORATION shall not constitute a
representation or warranty as to such conformity; responsibility therefore shall at all times
remain with 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 5.15 Title to Improvements. CONCESSIONAIRE agrees that all improvements to the
CONCESSION SPACE, including approved changes and renovations, which are affixed to the
realty, and any other items purchased with funds granted by CORPORATION shall become the
property of the CORPORATION upon their purchase/completion and acceptance by
CORPORATION. Additionally, CONCESSIONAIRE agrees that all of CONCESSIONAIRE's
Equipment, as defined in Section 5.16 hereunder, purchased or reimbursed with funds made
available by CORPORATION shall become the property of the CORPORATION upon the
acceptance by CORPORATION following the termination of this Agreement.
SECTION 5.16 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, not purchased or
reimbursed with funds made available by CORPORATION. "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). 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
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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
Secfion 6.1 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 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 CORPORATION, and any such improvements shall be
made at CONCESSIONAIRE's expense.
Section 6.2 Common Use Services. The CORPORATION may establish common use
services at the AIRPORT, including but not limited to cleaning, trash and refuse removal,
deliveries, industrial waste handling, recycling, and security guards. The CORPORATION
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 prorated 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 Eagle 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
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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.
Section 7.2 Insurance. CONCESSIONAIRE further agrees to secure at its own expense,
and to keep in force at all times during the Tenn hereof, Comprehensive General Public Liability
Insurance in the minimum amount of Six Hundred Thousand ($600,000.00) bodily injury and
property damage combined single limit each 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.
A certificate or certificates evidencing such insurance coverage shall be filed with
CORPORATION prior to occupation of the Concession Space 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 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.
Section 7.3 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 CORPORATION, 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.
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ARTICLE 8
DEFAULT AND REMEDIES
Section 8.1 Default. CONCESSIONAIRE shall be in default under this Agreement if
CONCESSIONAIRE:
A. Is in default under any other Agreement with CORPORATION or Eagle County;
Nil
B. 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
C. 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
D. Abandons, deserts or vacates the CONCESSION SPACE; or
E. 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
F. 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 5 30 days after
delivery by CORPORATION 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 5 4.9 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
G. 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.
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.
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 5 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 5 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.
GA13ryan\M1SC\VISITOR INFO DESK (2) 11
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 its attorney's fees, caused by CONGESSIONAIRE's failure to perform its obligations
hereunder, or which in the ordinary cous se 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.
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
G:IBryan1MISCIVISIT0R INFO DESK (2) 12
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.
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, reservations, 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 CORPORATION may withhold in its sole
discretion. As used herein, "assignment" means and includes, but is not limited to, (i) the grant
or transfer of any right, title, possession, lien, encumbrance, security interest or other interest in,
on or to five percent (5%) or more of the stock or other ownership interest of
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
GABryan\M1SC\VISIT0R INFO DESK (2) 13
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 may be terminated by
Corporation. CORPORATION's consent to one assignment'shall not be deemed to be 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 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 CORPORATION 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 Nondiscrimination. In connection with the performance of its rights, privileges
and obligations under this Agreement, CONCESSIONAIRE agrees not to refuse to hire,
GABryanWISOIVISITOR INFO DESK (2) 14
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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 Appendix 5.
Section 10. 10 Not Partnership. 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. Nothing in this Agreement shall be deemed to
make CONCESSIONAIRE an agent, employee, partner or representative of CORPORATION.
CONCESSIONAIRE shall not have the authority to, and will not make, any commitments or
enter into any agreement with any party on behalf of CORPORATION without the written
consent of a senior management representative of CORPORATION. CONCESSIONAIRE will
maintain liability, unemployment and workman's compensation insurance on his/her own behalf.
Section 10.11 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: Eagle County Air Terminal Corporation
P.O. Box 850
Eagle, Colorado 81631
Phone: (970) 524-8246
Fax: (970) 524-8247
CONCESSIONAIRE: Tim Cochrane
Eagle Valley Chamber of Commerce
P.O. Box 964
Eagle, CO 81631
Phone: (970) 328-5220
Fax: (970) 328-1120
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 10.12 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 10.13 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
G:\13mn\MISCIVISITOR INFO DESK (2) 15
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 10.14 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 10.15 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 10.16 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.
Section 10.17 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
CORPORATION herein, shall be valid unless executed by an instrument in writing by all the
parties with the same formality as this Agreement.
Section 10.18 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
f:` f Am coni, President
cretary
G:1BryanVVIISCIVISITOR INFO DESK (2) 16
CONCESSIONAIRE
EAGLE VALLEY CHAMBER OF
COMMERCE
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By. �-
Tim ochrane
Title:
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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, Including 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:
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
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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.
G:\Bryan\MISCIVISITOR INFO DESK (2) 19
APPENDIX NO.2
STANDARD FEDERAL ASSURANCES
NOTE: As used below, the term "DOT" means the United States Department of Transportation.
1. .-ONCESSIONAIRE for itself, representatives, successors in interest, and assigns, as a
part of thee: 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.
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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 r, 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.
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APPENDIX NO.4
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.
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,
G:1Bryan\MISCIVISITOR INFO DESK (2) 22
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
Terminal CORPORATION 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.
G:1Bryan\MISCIVISITOR INFO DESK (2) 23
Appendix No. 5
DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION
SECTION 1 GENERAL. Except as the context otherwise requires and unless otherwise
expressly provided herein, the capitalized terms in this Appendix to the Agreement shall have
the same meaning as any similarly capitalized terms defined in the Agreement or in any
appendix thereto.
SECTION 2 DBE OBLIGATION. This Agreement is subject to the requirements of the U.S.
Department of Transportation's regulations, 49 CFR Part 23, Subpart F. The
CONCESSIONAIRE agrees that it will not discriminate against any business owner because of
the owner's race, color, national origin, or sex in connection with the award or performance of
any concession agreement covered by 49 CFR Part 23, Subpart F.
SECTION 3 OTHER AGREEMENTS. The CONCESSIONAIRE agrees to include the above
statements in any subcontracts that it enters into and cause those businesses to similarly
include the statements in further agreements.
SECTION 4 DBE PARTICIPATION IN THIS AGREEMENT. CONCESSIONAIRE agrees that
it shall endeavor to provide for at least 0.0 % participation by certified Disadvantaged
Business Enterprises (DBEs), as defined in 49 CFR Part 23, said participation being measured.
as a percentage of total annual Qross revenues obtained by CONCESSIONAIRE in its
operations under this Agreement.
Throughout the term of this Agreement, CONCESSIONAIRE agrees that it shall continue to
utilize qualified and available DBE firms which have been and continue to be certified to the
fullest extent which is reasonably possible to achieve and to an extent necessary to comply with
the above -stated goals, including the goals related to purchases as applicable.
CONCESSIONAIRE shall make a good faith effort to meet each of the said goals throughout the
term of this Agreement. If a DBE subtenant, joint venturer, supplier or service provider must be
replaced for any reason during the term of this Agreement, CONCESSIONAIRE agrees that it
shall replace the subtenant, joint venturer, supplier or service provider with another DBE, or if it
cannot, then CONCESSIONAIRE shall demonstrate that it made good faith efforts to do so.
Concessionaire acknowledges that DBE goals will change from time to time and as goals are
changed, concessionaire will comply with new minimums and standards set forth.
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TERMINAL EXPANSION
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VISITOR INFO DESK LOCATION
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EGE Information
Center 2005
Bkushiess Partners to ensure
y Quality Community
Proposal
To operate the information Center
Eagle Regional Airport
Goal; to provide a high quality guest experience to the EGE traveler, while meeting their
information needs_
We will do this in the following manner_
l . We have formed a coalition of existing chambers of commerce and business
associations for full representation of the I--70 corridor.
2. The Eagle Valley Chamber of Commerce will act as the lead agency providing
staff scheduling, and general management of the center.. EVCC will receive
the management fee as outlined in the attached budget.
3. All ' cones and or concerns - -
�t .. r+el�'dn' JIB U dip t"W' operation will be directed
to Tmm Cochrane, Executive Director EVCC.
4. All other members of the coalition will be required to provide training and printed
materials Ming their respective communities.
5. Members are encouraged to provide additional staffing through the peak periods
and especially the holiday travel tunes_
6. The EVCC edsting personnel and new hires as required will provide staffing. All,
payroll, taxes, and work comp are through EVCC
7. We are antit ipating mammthe center from 0930 —1500 Monday through Friday
and have allotted for 8 hours each Saturday and Sunday as the flight schedule
dictates. This schedule runs from Dec through April 2 2005
S. Ifthe flights schedule changes we will adjust in conjunction with airport
administration requests.
9. We will mamtainthe center in a clean, well. stocked, visitor fiiendly fashion. We
will continue to investigate better ways to serve the traveler, and agree to follow
all policies and procedures prior to implemnentation of any changes.
10. We will provide insurance in accordance with the operation agreement.
Certificates have been requested.
Our anticipated opt date is Dec2lst, however, due to short notices we do not have the
center open on Christmas day. We are attempting to address this situation.
In summary we agree_ to all the provisions as outlined in the operating agr+eemEeirt and
coimngemrt upon the dal ceding by Eagle County went we are committed to
entering into said agreement.
As always I remain at .your service and available for any questions. 970-390-4984
Tim Cochrane
EVCC
r
EGE Work sheet
hrs of staffing claily
weekly
monthly
Total
111-f 9-3
6
30
129.9
s-s 9-5�
8
16
69.28
sub total
46
199.18 hrs
Wage Hrly
$12.00 per IIour
Wage total
$2, 16 per month
Dec 21 - Apr 2
3.5 months
$8,365.56
June 15- Sept
2.5,_months
.
. _ $5,975 4Q . .
Sub total
$14,340.96
Payroll Taxes @12%
$1,720.92
Total wage and Tax
, ,
$16,061.88
Training
$2,500.00
Management fee
12 months
$500.00
$6,000.00
Furniture Quanity
each Amount
Signage 1000
Desk
1
500
500
chairs
3
55
165
Uniforms 750
file cabinet
1
75
75
total
5
630
740
Phones 600
DSL 600
Fixtures assorted
2500
Cabinets
2
250
500
2950
3000
Computer Etc
HP./ Dell
1
1500
moniter
1
575
all in 1 printer
1
500
router wi fi
I
75
recap $34,601.88
2650
future needs $15,000.00
Supplies
Total $49,601.88
Inl:
300
P-rper
300
pans etc
'100
700
7 090
•
EGE
Information Services
E; l?u€"lsrr
3uCigettid Wit
Waties
$14,340.96
$1, 720. 92
Mgnt Fee
$6,000.00
irnit:.ire J fiC LtM'S,
$3,740-00
sign-twe
$ 1,000.0.0 .
uniforrns
$760.00
SL►ppiies
$ 7 00.00
Compli er
$2Fe.5.0.00
Phone DSL service
$1,200.00
Training
$2,500.00
Total
$34,601.88 needed for start up
Future design and fixtures
$16,000.00
2005 budget
$49,601.88
Prepared by Trn Cochrane 12/16/2004 Page 1
I
EGE Information Center
Eagle Valley Chamber of Commerce
Vail Valley Chamber and Tourism Bureau
Vail Chamber & Business Association
Avon Business Association
Beaver Creek Merchants Associations
Edwards Business Association
Minturn Merc hants Association
3311
tY. I
INhite ibona/ lumilte
/Blue Teas
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Information Services
ine'
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