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HomeMy WebLinkAboutECAT23-04 arrlVailAGREEMENT FOR OPERATION OF PRE-SECURITY RETAIL CONCESSION EAGLE COUNTY AIR TERMINAL CORPORATION THIS AGREEMENT, made and entered into effective this 1st day of June, 2023, by and between Eagle County Air Terminal Corporation, a nonprofit Colorado corporation ("CORPORATION”), and arrIVal, LLC, a Colorado limited liability company doing business as arrIVal IV Bar ("CONCESSIONAIRE”). W I T N E S S E T H: WHEREAS, CORPORATION is owner and operator of the passenger Terminal Building and associated support facilities ("TERMINAL BUILDING") located on the Eagle County Regional Airport in Gypsum, 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 promises and the mutual covenants and considerations herein contained, CORPORATION and CONCESSIONAIRE agree as follows: Article 1 Definitions Section 1.1 Definitions The terms and phrases defined in this Article 1 for all purposes of this AGREEMENT shall have the following meanings: A. “Airport” shall mean Eagle County Regional Airport. B. “Auditor” shall mean the CORPORATION’s Auditor and his authorized representative. C. "Concessionaire's Proposal" shall mean the Proposal dated November 15, 2022, submitted by CONCESSIONAIRE and accepted by the CORPORATION and consisting of CONCESSIONAIRE's plans for designs, improvements, and all of its plan of operation. Such Concessionaire's Proposal is attached hereto as Exhibit A and incorporated herein by this reference. To the extent any terms and conditions in the Concessionaire's Proposal may differ from this Agreement, the terms and conditions of this Agreement shall control. D. “Concession Space” shall mean the pre-security space as generally depicted on the Terminal Space Plan attached hereto as Exhibit B, located within the DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 2 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 B are approximate, and that for purposes of this Agreement it is deemed to be approximately 110 square feet. E. “Past Due Interest Rate” shall mean interest accruing at 18% per annum commencing on the fifth calendar date after the date such amount is due and owing until paid to CORPORATION. ARTICLE 2 Grant of Concession Rights Section 2.1 Concession Rights Granted. CORPORATION grants to CONCESSIONAIRE the right to occupy, improve and use the CONCESSION SPACE during the Term hereof for a pre-security retail IV therapy kiosk concession consistent with CONCESSIONAIRE's PROPOSAL and subject to all the terms and provisions of this Agreement. Section 2.2 Uses and Privileges of CONCESSION SPACE. CONCESSIONAIRE shall enjoy the following privileges in connection with its use of the CONCESSION SPACE: A. The nonexclusive right, privilege and obligation to conduct and operate a retail service at the TERMINAL BUILDING in accordance with this Agreement and the CONCESSIONAIRE's PROPOSAL. CONCESSIONAIRE understands and agrees that it shall not engage in any other business in the AIRPORT under this Agreement. Services shall be limited to the operation of a pre-security retail IV therapy kiosk, which services shall be provided by Concessionaire. 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. Permission will not be granted for any advertising material, fixture or equipment which extends beyond the CONCESSION SPACE. 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 Airport Director. Section 2.3 Rights Not Exclusive. CORPORATION reserves the right to grant other concessionaires the right to conduct retail IV therapy kiosks in other locations in the TERMINAL BUILDING or AIRPORT, and CONCESSIONAIRE understands and agrees that its right to conduct such services is not exclusive. Section 2.4 Means of Access. CONCESSIONAIRE, its agents, invitees, guests, employees and suppliers have a non-exclusive right of ingress to and egress from the CONCESSION SPACE by a means of access located outside the boundaries of such space as specified by CORPORATION. Such access shall, without exception, be in DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 3 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. CORPORATION will provide 24 hours’ written notice to CONCESSIONAIRE prior to entering the CONCESSION SPACE wherever possible. Section 2.6 Employee Parking. CONCESSIONAIRE’s employees at the CONCESSION SPACE shall be entitled to the use of parking areas designated for TERMINAL BUILDING employees. CONCESSIONAIRE’s employees shall not park elsewhere in the AIRPORT, and any such parking will be treated as a civil and/or criminal trespass. CORPORATION reserves the right to limit the number of spaces to be made available to CONCESSIONAIRE, to designate specific parking spaces for some or all TERMINAL BUILDING tenants, to move, contract, and expand the parking area(s) designated for employee parking, and to make such rules and regulations for the use of the parking area(s) designated for employee parking, in its sole discretion. ARTICLE 3 Term Section 3.1 Term. The term of this Agreement shall commence effective June 1, 2023 and shall expire at 12:01 a.m. on May 31, 2024, subject to prior termination as provided in Article 8 hereof (" Term"). CONCESSIONAIRE shall have the right to extend the Term for two (2) additional one (1) year periods through May 31, 2026 (each a "Renewal Term") upon giving written notice to CORPORATION not less than 180 days and not more than 270 days of its notice of intent to renew under this Section 3.1. The terms of this Agreement are subject to negotiation in the event of a renewal, if any. Notwithstanding the foregoing, upon the defeasance of the bonds issued by CORPORATION to finance acquisition or construction of the TERMINAL BUILDING and related facilities and services, following maturity or earlier as provided in the Trust Indenture with respect to any Bonds, this Agreement shall terminate, as of the date of defeasance, and CONCESSIONAIRE shall vacate the premises leased hereunder within not more than ninety (90) days. CORPORATION will give not less than thirty (30) and not more than sixty (60) days notice of an intent to defease the bonds in accordance with the Trust Indenture. CORPORATION also will give CONCESSIONAIRE notice of the date of defeasance within two (2) business days following the actual defeasance. Section 3.2 Surrender of CONCESSION SPACE. Upon the expiration or earlier termination of this Agreement or on the date specified in any demand for possession by CORPORATION after any default by CONCESSIONAIRE, CONCESSIONAIRE covenants and agrees to surrender possession of the CONCESSION SPACE to DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 4 CORPORATION in the same condition as when first occupied or improved, ordinary wear and tear excepted. Section 3.3 Holding Over. If CONCESSIONAIRE remains in possession of the CONCESSION SPACE 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. ARTICLE 4 Compensation Section 4.1 Compensation. CONCESSIONAIRE covenants and agrees, without offset, deduction or abatement, to pay CORPORATION as compensation for the rights and privileges granted by CORPORATION the Rent and the Percentage Compensation Fee as more fully set forth in Article 4.2 herein. Section 4.2 Rent and Percentage Compensation Fee. A. Rent. Effective commencing June 1, 2023, and thereafter without demand on the first day of each month during the Term hereof, CONCESSIONAIRE shall pay to CORPORATION the sum of $4.00 per square foot for the 110 square feet of CONCESSION SPACE (or $400.00 per month). B. Percentage Compensation Fee. By the 20th day of the month for each month during the Term of this Agreement, CONCESSIONAIRE shall pay to CORPORATION an amount equal to ten percent (10%) of its Gross Revenues on all services rendered or sales made under this Agreement for the preceding month, said Gross Revenues being hereinafter defined in Article 4.3. Simultaneously with each monthly payment, CONCESSIONAIRE shall furnish to CORPORATION in a form acceptable to CORPORATION a true and accurate verified statement signed by an officer of CONCESSIONAIRE containing all of the information set forth in Section 4.9, Monthly Statements, below. Section 4.3 Gross Revenues. As used herein, the term “Gross Revenues” shall mean all billings and receipts from sales or services or doing business from the CONCESSION SPACE, whether from sales or services rendered by CONCESSIONAIRE, whether for cash or credit, regardless of collection in the case of the latter, and whether for retail or wholesale. It shall include all transactions, whether placed by telephone, in person or by mail, and regardless of place or time of actual payment; excluding therefrom, however, sales pursuant to a discount program for Airport and/or TERMINAL BUILDING employees which has been approved in writing in advance by CORPORATION, which approval shall be exercised in its sole discretion. When properly recorded and accounted for, a reduction from Gross Revenues shall be allowed for bona fide returns for credit, sales taxes collected for remittance to the State, County or City, tips, and federal excise taxes (that must be separately stated) collected from the customer and remitted to the federal government by the CONCESSIONAIRE. There DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 5 shall not be allowed from Gross Revenues any reduction for bad debts, loss from theft or any deduction except as outlined above. Section 4.4 Renewal Term. Intentionally omitted. Section 4.5 Title to CORPORATION’s Compensation. Immediately upon CONCESSIONAIRE's receipt of monies from the sales of services and articles which it is authorized to sell under the terms of this Agreement, the percentages of said monies belonging to CORPORATION shall immediately vest in and become the property of the CORPORATION. CONCESSIONAIRE shall be responsible as trustee for said monies until the same are delivered to CORPORATION. Section 4.6 Interest on Past Due Amounts. Any payments not made to CORPORATION when due shall accrue interest at the Past Due Interest Rate, as herein defined. Section 4.7 Place and Manner of Payments. All sums payable to CORPORATION hereunder shall be made without notice at the following: Eagle County Air Terminal CORPORATION c/o Aviation Director P.O. Box 850 Eagle, Colorado 81631 or at such other place as the CORPORATION or its authorized representative may hereafter designate by notice in writing to CONCESSIONAIRE. All sums shall be made in legal tender of the United States. Any check given to the CORPORATION shall be received by it subject to collection, and CONCESSIONAIRE agrees to pay any charges, fees or costs incurred by the CORPORATION for such collection, including reasonable attorney's fees. Section 4.8 Books of Account and Auditing. CONCESSIONAIRE shall keep within the limits of North America true and complete records and accounts of all Gross Revenues and business transacted, including daily bank deposits. Not later than May 15th of each and every year during the Term hereof, CONCESSIONAIRE shall furnish to CORPORATION a true and accurate statement of the total of all Annual Gross Revenues and business transacted during the preceding lease year (showing the authorized deductions or exclusions in computing the amount of such Gross Revenues and business transactions). Such statement shall be prepared and certified to be true and correct by a certified public accountant. Such statement shall be furnished for every calendar year in which business was transacted under this Agreement during the whole or any part of the year. CONCESSIONAIRE agrees to establish and maintain a system of bookkeeping satisfactory to CORPORATION's AUDITOR. Such system shall be kept in a manner as to allow each location of the CONCESSIONAIRE's operations hereunder to be distinguished from all other locations or operations of CONCESSIONAIRE. The CORPORATION’s authorized representative shall have access during normal business hours to such books and records. CONCESSIONAIRE shall keep and preserve for at DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 6 least three years, or until sooner audited by CORPORATION, all sales slips, cash register tapes, sales books, bank books or duplicate deposit slips, and all other evidence of Gross Revenues and business transacted for such period. The CORPORATION, AUDITOR, and their authorized representatives shall have the right at any time to audit all of the books of account, bank statements, documents, records, returns, papers and files of CONCESSIONAIRE relating to the Gross Revenues and business transacted. CONCESSIONAIRE, upon request, shall make all such documents available for examination at the CONCESSION SPACE. The CORPORATION may require CONCESSIONAIRE to install point-of-sale cash register equipment as part of its Concession Improvements. The cost of such requirement shall be reasonable in relation to the size of CONCESSIONAIRE's operation and volume of business. If CORPORATION determines after an audit for any year that the Gross Revenues and business transacted shown by CONCESSIONAIRE's statement for such year was understated by more than 3%, CONCESSIONAIRE shall pay to CORPORATION the cost of such audit and the amount of any deficiency, plus interest on such amount at 18% per annum from the date due. The CORPORATION's right to perform such an audit shall expire three years after CONCESSIONAIRE's statement for that year has been delivered to CORPORATION. CONCESSIONAIRE expressly agrees that CORPORATION's AUDITOR, Manager and other authorized representatives may inspect any sales tax return or report and accompanying schedules and data which CONCESSIONAIRE may file pursuant to any retail sales tax regulations and waives any claim of confidentiality which it may have in connection therewith. Notwithstanding the foregoing, any representative of CONCESSIONAIRE that performs such inspection shall treat all information obtained as confidential. 4.9 Monthly Statements. CONCESSIONAIRE shall provide to CORPORATION, by the 20th day of each month, a statement containing the following information with respect to CONCESSIONAIRE‘s operations at the AIRPORT for the immediately preceding month: A. Gross Revenues for all services rendered. B. Gross Receipts for all retail sales. 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. DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 7 B. CONCESSIONAIRE shall supply sufficient goods and products to fully stock its CONCESSION SPACE substantially similar to those set forth in its PROPOSAL dated November 15, 2022, attached as Exhibit A. All product must be new, fresh and of top quality. CONCESSIONAIRE shall charge only fair and reasonable prices for its goods and products, subject to the following: i. CONCESSIONAIRE's inventory of goods and services submitted pursuant to the terms of Section 5.3 herein shall strictly conform to CONCESSIONAIRE's PROPOSAL unless otherwise authorized by CORPORATION. ii. CONCESSIONAIRE shall not in any manner misrepresent to its customers the quality or grade of services to be rendered, products sold, the point of origin, or utilize false or deceptive merchandising terms or advertising. iii. Where an item has a pre-marked price by the manufacturer or distributor, CONCESSIONAIRE shall not charge a price to the public higher than such pre-marked price without notice to and prior written approval of the CORPORATION. C. CONCESSIONAIRE shall at all times retain at the CONCESSION SPACE an experienced manager of high-quality retail service facilities fully authorized to represent and act for it in the operation of the concession and to accept service of all notices provided for herein. At times when this manager is not present at the AIRPORT, CONCESSIONAIRE shall assign, or cause to be assigned, a qualified subordinate to be in charge of the CONCESSION SPACE, services and facilities and to be available at the CONCESSION SPACE to act for such manager. D. During the required hours of operation, CONCESSIONAIRE shall provide personnel in sufficient number and quality necessary to conveniently and efficiently serve the public. Such personnel shall be thoroughly qualified, familiar with the business, courteous, informative and helpful to the public. The attire of such personnel shall be of the highest character and in keeping with that worn by personnel in similar first-class businesses. Personnel shall be attired in identifiable dress and at all times possess visible identification as to their name and employer. E. 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. F. CONCESSIONAIRE shall comply with all applicable federal, state and local laws and regulations governing retail 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. DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 8 G. The CORPORATION shall have the right to make reasonable objections to the quality of products sold, 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 Products and Services offered for sale. CONCESSIONAIRE shall prepare a list indicating services and products to be offered for sale and prices to be charged for each service substantially similar to that included in its CONCESSIONAIRE's PROPOSAL and such list shall be submitted to CORPORATION on a quarterly basis. This item list shall be subject to approval by CORPORATION. CONCESSIONAIRE shall offer and conduct retail IV therapy only in accordance with CONCESSIONAIRE's PROPOSAL and the terms of this Agreement. CONCESSIONAIRE may provide such additional items or services as CORPORATION may authorize in writing. CORPORATION, from time to time, and at its sole discretion, may require CONCESSIONAIRE to offer for sale other items or services that CORPORATION determines are necessary to serve the traveling public. If CONCESSIONAIRE adds items substantially different than what is set forth in its PROPOSAL, CONCESSIONAIRE shall submit the new items and prices to CORPORATION for its prior written approval. CONCESSIONAIRE shall not offer for sale any food, beverage or retail or engage in any activity or services not specifically provided for under the terms of this Agreement, unless otherwise authorized in writing by CORPORATION. Section 5.3 Hours of Operation. CONCESSIONAIRE agrees to keep its concession facilities open for business to the public on any day there is a scheduled airline flight. Minimum hours of operation each day shall be from 10:00 A.M.-6:00 P.M., unless otherwise authorized beforehand in writing by CORPORATION. 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 DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 9 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 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 DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 10 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 therefor is maintained on the CONCESSION SPACE, nor refuse, upon the expiration or sooner termination of this Agreement, to surrender to CORPORATION any and all keys to the interior or exterior doors on the CONCESSION SPACE, whether said keys were furnished to or otherwise procured by CONCESSIONAIRE. If any keys furnished to CONCESSIONAIRE by CORPORATION are lost, CONCESSIONAIRE shall pay CORPORATION, on demand, the cost for replacement thereof. Section 5.12 No Action. CONCESSIONAIRE agrees not to allow or permit any sale by auction or hawking on the CONCESSION SPACE. Section 5.13 Restrictions on Changes and Alterations. CONCESSIONAIRE agrees not to improve, change, alter, add to, remove or demolish the Concession Space or any improvements in 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. DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 11 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 5.14 Title to Improvements. CONCESSIONAIRE agrees that all improvements to the CONCESSION SPACE, including approved changes and renovations, which are affixed to the realty, shall become the property of the CORPORATION upon their completion unless not accepted by CORPORATION. Section 5.15 Removal of CONCESSIONAIRE'S Equipment. CONCESSIONAIRE shall retain title to and shall remove, at its sole cost, prior to the expiration or termination of this Agreement, all of CONCESSIONAIRE's Equipment, as hereinafter defined. "CONCESSIONAIRE's Equipment" shall mean all equipment, apparatus, machinery, signs, furnishings, trade fixtures and personal property installed by CONCESSIONAIRE and used in the operation of the business of CONCESSIONAIRE (as distinguished from the use and operation of the CONCESSION SPACE) which is listed on an annual inventory list submitted by CONCESSIONAIRE and approved by the CORPORATION. If such removal shall injure or damage the CONCESSION SPACE, CONCESSIONAIRE agrees, at its sole cost, at or prior to the expiration or termination of this Agreement, to repair such injury or damage in good and workmanlike fashion and to place the CONCESSION SPACE in the same condition as the CONCESSION SPACE would have been if such CONCESSIONAIRE's Equipment had not been installed. If CONCESSIONAIRE fails to remove any of CONCESSIONAIRE's Equipment by the expiration or termination of this Agreement, CORPORATION may, at its option, keep and retain any such CONCESSIONAIRE's Equipment or dispose of the same and retain any proceeds therefrom, and CORPORATION shall be entitled to recover from CONCESSIONAIRE any costs of CORPORATION in removing the same and in restoring the CONCESSION SPACE in excess of the actual proceeds, if any, received by CORPORATION from disposition thereof. ARTICLE 6 UTILITIES AND SERVICES Section 6.1 CORPORATION Improvements and Services. CORPORATION shall provide and maintain, water, sewer, general lighting, electrical power, and heating and air-conditioning for the TERMINAL BUILDING and make general lighting, electrical power, and heating and air-conditioning 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. DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 12 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 prorata actual share; however, other common use services may be utilized at CONCESSIONAIRE's option. CONCESSIONAIRE agrees to pay the charges for those common use services which are utilized by CONCESSIONAIRE. Section 6.3 Interruption of Services. CONCESSIONAIRE agrees that CORPORATION shall not be liable for failure to supply any utility services. CORPORATION reserves the right to temporarily discontinue utility services at such time as may be necessary by reason of accident, unavailability of employees, repairs, alterations or improvements or whenever by reason of strikes, lockouts, riots, acts of God or any other happenings beyond the control of the CORPORATION. CORPORATION 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, and their respective 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, and their respective officers, agents and employees from any and all claims, damages, suits, costs, expense, liability, actions, penalties or proceedings of any kind or nature whatsoever, including worker's compensation claims, of or by anyone whomsoever, in any way resulting from, or arising out of, directly or indirectly, its operations in connection herewith, its construction of the Concession Improvements, or its use or occupancy of any portion of the AIRPORT and including acts and omissions of officers, employees, representatives, suppliers, invitees, contractors, subcontractors, and agents of the CONCESSIONAIRE; provided, that the CONCESSIONAIRE need not release, indemnify or save harmless the County and/or CORPORATION, or their respective 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 Term hereof, Comprehensive General Public Liability Insurance in the minimum amount of One Million Dollars ($1,000,000.00) bodily injury and property damage combined single limit each DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 13 occurrence. The required insurance coverage also shall include Personal Injury, Blanket Contractual Coverage for this Agreement, and Independent Contractors Coverage. CONCESSIONAIRE shall also maintain in force, during the term of this Agreement, Property and General Liability Insurance, Comprehensive Form, which shall insure CONCESSIONAIRE, in the minimum amount of One Million Dollars ($1,000,000.00), Bodily Injury and Property Damage Combined Single Limit per occurrence. CONCESSIONAIRE shall also maintain in force during the term of this Agreement Workers Compensation and Employers Liability Insurance in accordance with the provisions of Colorado law. The limit of such insurance coverage shall be for statutory Worker's Compensation benefits, and shall not be less than One Hundred Thousand Dollars ($100,000.00) for employers’ liability insurance. CONCESSIONAIRE agrees that County and CORPORATION shall be named as an additional insured under such policy or policies of insurance and said policy or policies shall include the severability of interest "cross over" provision. A certificate or certificates evidencing such insurance coverage is attached hereto as Exhibit C, and said certificate(s) shall provide that such insurance coverage will not be canceled or reduced without at least thirty (30) days prior written notice to CORPORATION. At least ten (10) days prior to the expiration of said insurance policy or policies, a certificate showing that such insurance coverage has been renewed or extended shall be filed with CORPORATION. If such coverage is canceled or reduced, CONCESSIONAIRE shall within seven (7) days of notice of cancellation or reduction, but in any event more than fifteen (15) days before the effective date of said cancellation or reduction, file with CORPORATION a certificate showing that the required insurance has been reinstated in full, or provided through another insurance company or companies. In the event that CONCESSIONAIRE shall at any time fail to provide CORPORATION with the insurance required under this section, CORPORATION may immediately terminate this Agreement. The insurance carried by the CONCESSIONAIRE, as required by this Agreement, shall be primary over any insurance carried by the CORPORATION for the CORPORATION’s own protection. The Certificate must be signed by the insurance company's authorized representative. The CORPORATION will conditionally accept self-insurance under this section, subject to review and approval of appropriate County and State requirements. All preceding coverages and limits will apply. Section 7.3 Performance Bond. Intentionally omitted. Section 7.4 No Personal Liability. No director, officer or employee of either party hereto shall be held personally liable under this Agreement or because of its execution or attempted execution. Section 7.5 Taxes, Licenses, Liens and Fees. CONCESSIONAIRE agrees to promptly pay all taxes, excises, license fees and permit fees of whatever nature applicable to its operations hereunder and to take out and keep current all municipal, DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 14 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. ARTICLE 8 DEFAULT AND REMEDIES Section 8.1 Default. CONCESSIONAIRE shall be in default under this Agreement if CONCESSIONAIRE: A. Fails to timely pay when due to CORPORATION the Compensation or any other payment required hereunder; or B. Is in default under this or any other Agreement with CORPORATION or Eagle County; or C. Becomes insolvent, or takes the benefit of any present or future insolvency or bankruptcy statute, or makes a general assignment for the benefit of creditors, or consents to the appointment of a receiver, trustee or liquidator of any or substantially all of its property; or D. Transfers its interest under this Agreement, without the prior written approval of CORPORATION, by reason of death, operation of law, assignment, sublease or otherwise, to any other person, entity or corporation; or E. Fails to timely submit plans and specifications, bonds and other preconstruction submittals, fails to promptly begin and complete construction of concession improvements, or fails to occupy and use the CONCESSION SPACE after construction is completed; or F. Abandons, deserts or vacates the CONCESSION SPACE; or G. Suffers any lien or attachment to be filed against the CONCESSION SPACE, the AIRPORT or CORPORATION's property because of any act or omission of CONCESSIONAIRE, and such lien or attachment is not discharged or contested by CONCESSIONAIRE in good faith by proper legal proceedings within 20 days after receipt of notice thereof by CONCESSIONAIRE; or DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 15 H. Fails to keep, perform and observe any other promise, covenant or agreement set forth in this Agreement and such failure continues for a period of more than 30 days after delivery by 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 10 days of notice commences in good faith to perform whatever may be required to correct its failure to perform and continues such performance without interruption except for causes beyond its control; or I. 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, including without limitation the right to collect compensation as it becomes due together with Past Due Interest; or B. CORPORATION may cancel and terminate this Agreement and repossess the CONCESSION SPACE, with or without process of law, and without liability for so doing, upon giving 30 days written notice to CONCESSIONAIRE of its intention to terminate, at the end of which time all the rights hereunder of the CONCESSIONAIRE shall terminate, unless the default, which shall have been stated in such notice, shall have been cured within such 30 days. Notwithstanding the foregoing, during the Term herein, CONCESSIONAIRE shall be allowed only two notices of default hereunder which it may cure within the time specified in this section. The third notice shall be final and without opportunity for cure and CORPORATION, in its sole discretion, may elect therein (1) to cancel and terminate all of the rights hereunder of the CONCESSIONAIRE, and CORPORATION may, upon the date specified in such third notice, re-enter the CONCESSION SPACE and remove therefrom all property of the CONCESSIONAIRE and store the same at the expense of the CONCESSIONAIRE, or (2) to proceed under subparagraph C. below. If CORPORATION elects to terminate, CONCESSIONAIRE shall be liable to CORPORATION for all amounts owing at the time of termination, including but not limited to compensation due plus interest thereon at the Past Due Interest Rate together with any other amount to fully compensate CORPORATION for all loss of compensation, damages, and costs, including attorney's fees, caused by CONCESSIONAIRE's failure to perform its obligations hereunder, or which in the ordinary course would likely result therefrom. C. CORPORATION may elect to re-enter 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 DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 16 prejudice to any remedies for damages or breach. Such re-entry 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 re-entry. Following re-entry, the CORPORATION may re-let the CONCESSION SPACE, or any portion thereof, for the account of CONCESSIONAIRE, on such terms and conditions as CORPORATION may choose, and may make such repairs or improvements as it deems appropriate to accomplish the re-letting. CORPORATION shall not be responsible for any failure to re-let or any failure to collect compensation due for such re-letting. CONCESSIONAIRE shall be liable to CORPORATION for all costs of re-letting, including attorney's fees and repairs or improvements. Notwithstanding re-entry by CORPORATION, CONCESSIONAIRE shall continue to be liable for all amounts due as compensation under this Agreement, on the dates specified and in such amounts as would be payable if default had not occurred. Upon expiration of the Term, or any earlier termination of the Agreement by CORPORATION, CORPORATION, having credited to the account of CONCESSIONAIRE any amounts recovered through re-letting, shall refund, without interest, any amount which exceeds the compensation, damages, and costs payable by CONCESSIONAIRE under this Agreement. Section 8.3 Remedies Cumulative. The remedies provided in this Agreement shall be cumulative and shall in no way affect any other remedy available to CORPORATION under law or equity. Section 8.4 Waivers. No failure of CORPORATION to insist upon the strict performance of a term, covenant or agreement contained in this Agreement, no failure by CORPORATION to exercise any right or remedy under this Agreement, and no acceptance of full or partial payment during the continuance of any default by CONCESSIONAIRE shall constitute a waiver of any such term, covenant or agreement or a waiver of any such right or remedy or a waiver of any default by CONCESSIONAIRE. Article 9 DAMAGE, DESTRUCTION OR LOSS Section 9.1 Damage to or Destruction of CONCESSION SPACE. If the CONCESSION SPACE, or any portion thereof, is destroyed or damaged by fire or otherwise to an extent which renders it unusable, CORPORATION may rebuild or repair any portions of the building structure destroyed or damaged, and, if the cause was beyond the control of CONCESSIONAIRE, the obligation of CONCESSIONAIRE to pay the compensation hereunder shall abate as to such damaged or destroyed portions during the time they are unusable. If CORPORATION elects not to proceed with the rebuilding or repair of the building structure, it shall give notice of its intent within 90 days after the destruction or damage. CONCESSIONAIRE may then, at its option, cancel and terminate this Agreement. DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 17 Section 9.2 Cooperation in Event of Loss. If CORPORATION elects to rebuild, CONCESSIONAIRE must replace all Concession Improvements at its sole cost. CORPORATION and CONCESSIONAIRE shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss or damage. Section 9.3 Loss or Damage to Property. CORPORATION shall not be liable for any loss of property by theft or burglary from the AIRPORT or for any damage to person or property on the AIRPORT resulting from lightning, or water, rain or snow, which may come into or issue or flow from any part of the AIRPORT, or from the pipes, plumbing, wiring, gas or sprinklers thereof or that may be caused by the CORPORATION's employees or any other cause, and CONCESSIONAIRE agrees to make no claim for any such loss or damage at any time, except for any abatement of compensation or right to insurance proceeds provided for in this Section. 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 DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 18 subordinate to the terms, reservation, restrictions and conditions of the Ground Lease and any existing or future agreements between CORPORATION and Eagle County. Section 10.5 Assignment. CONCESSIONAIRE shall not assign this Agreement or in any way transfer or hypothecate any of its interest in this Agreement without first obtaining the written consent of the CORPORATION, which consent may not be unreasonably withheld. 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 other ownership interest of CONCESSIONAIRE, (iii) if CONCESSIONAIRE is a limited liability company, a change in the chief operating officer, manager or other person responsible for the day- to-day performance by CONCESSIONAIRE of the Agreement, (iv) the grant or transfer of any right, title, lien, encumbrance, security interest or other interest in, on or to some or all of the income or profits (however they may be measured or defined, e.g., gross income, gross profit, operating profit, net profit) of CONCESSIONAIRE, and (v) the grant or transfer of any right, title, lien, encumbrance, security interest or other interest in, on or to some or all of the cash flow (however it may be measured or defined) of CONCESSIONAIRE. If CONCESSIONAIRE shall assign or attempt to assign its interest in the whole or any part of this Agreement in violation of this section, such assignment shall be void and this Agreement shall thereupon automatically terminate. CORPORATION's consent to one assignment shall not be deemed to be a consent to any subsequent assignment. Section 10.6 Bond Indentures. This Agreement is in all respects subject and subordinate to any and all CORPORATION bond indentures applicable to the TERMINAL BUILDING and AIRPORT and to any other bond indentures which should amend, supplement or replace such bond indentures. The parties to this Agreement acknowledge and agree that all property subject to this Agreement which was financed by the net proceeds of tax-exempt bonds is owned by CORPORATION or Eagle County, and CONCESSIONAIRE agrees not to take any action that would impair, or omit to take any action required to confirm, the treatment of such property as owned by CORPORATION or Eagle County for purposes of Section 142(b) of the Internal Revenue Code of 1986, as amended. In particular, the CONCESSIONAIRE agrees to make, and hereby makes, an irrevocable election (binding on itself and all successors in interest under this Agreement) not to claim depreciation or an investment credit with respect to any property subject to this Agreement which was financed by the net proceeds of tax- exempt bonds and shall execute such forms and take such other action as CORPORATION or Eagle County may request in order to implement such election. Section 10.7 Force Majeure. Neither party hereto shall be liable to the other for any failure, delay or interruption in the performance of any of the terms, covenants or conditions of this Agreement due to causes beyond the control of that party, including without limitation strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the public enemy, acts of superior governmental authority, weather DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 19 conditions, floods, riots, rebellion, sabotage or any other circumstance for which such party is not responsible or which is not in its power to control, but in no event shall this paragraph be construed so as to allow CONCESSIONAIRE to reduce or abate its obligation to pay the Rent or Percentage Compensation 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 Airfield, TERMINAL BUILDING and its facilities may be completed and operated as Eagle County and ECAT determines, and that such construction, expansion, relocation, maintenance and repair may inconvenience the CONCESSIONAIRE in its operation at the AIRPORT. CONCESSIONAIRE agrees that no liability shall attach to CORPORATION or Eagle County, its officers, agents, employees, contractors, subcontractors and representatives by way of such inconveniences, and CONCESSIONAIRE waives any right to claim damages or other consideration therefrom for such construction. 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, 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 Exhibit D, and to insert the provisions thereof into all subcontracts hereunder. CONCESSIONAIRE further agrees to the provisions regarding Disadvantaged Business Enterprises set forth in Exhibit E. Section 10.10 Not Partnership. Notwithstanding the provisions herein for payment by CONCESSIONAIRE to CORPORATION of sums based upon a percentage of Gross Revenues, it is expressly understood and agreed that the CORPORATION shall not be construed or held to be a partner, associate or joint venturer of CONCESSIONAIRE in the conduct of its business. CONCESSIONAIRE shall at all times have the status of an independent contractor without the right or authority to impose tort or contractual liability upon the CORPORATION. Section 10.11 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 Attn: Aviation Director P.O. Box 850 Eagle, Colorado 81631 Phone: 970-328- E-mail: David.Reid@eaglecounty.us DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 20 With a copy to: Eagle County Attorney P.O. Box 850 500 Broadway Eagle, Colorado 81631 Email: attorney@eaglecounty.us CESSIONAIRE: arrIVal, LLC Bailey Beebe 5994 South Holly Street, Unit #3205 Greenwood Village, CO 80111 Phone: 720-285-6619 E-mail: info@arrivalivbar.com Either party hereto may designate in writing from time to time the address of substitute or supplementary persons within the State of Colorado to receive such notices. The effective date of service of any such notice shall be three calendar days after the date such notice is mailed, the date it is personally delivered or the first business day after delivery by facsimile. 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 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 14 CFR Part 1542, Transportation Security 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. DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 21 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 By: Its: ____________________________________ CONCESSIONAIRE By: _____________________________ Its: ______________________________ DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 Bailey Beebe Kathy Chandler-Henry, President 22 EXHIBIT A Concessionaire’s Proposal DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 C O R P O R A T E P I T C H D E C K 2 0 2 2 DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 Who are we? We are arrIVal IV therapy kiosks within transit hubs. We use IV therapy to help travelers arrIVe at their best selves. We envision a world where people see long-term health spending as an investment rather than an expense. DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 J e t L a g & T r a v e l A n x i e t y • F a t i g u e & T r a v e l E x h a u s t i o n • H e a d a c h e & N a u s e a • D e h y d r a t i o n & V e i s a l g i a Travelers don't have a lot of time within transit hubs to ensure they are traveling as safely and healthy as they can. Travelers don't want to be spending a lot of money within transit hubs prior to their destination. Customer Hurdles DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 Scared of Needles...? OUR SOLUTIONS Whether looking for hydration, immunity boosts, alleviating travel anxiety, or a hangover cure, arrIVal offers an IV service for common health concerns during travels. arrIVal offers solutions within 5-30 minute time frames, so travelers can spend their time keeping not only their travels a priority, but also their health. Because of the foot traffic in transit hubs and the quantity of customers arrIVal will expect, our prices are about the same price point as a tab at the local airport bar. The Good Patch Wearable wellness patches delivering sustained and steady benefits over 8-12 hours. DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 Privacy & Safety Privacy & Safety are always priority for arrIVal HIPAA Compliant: arrIVal will always follow confidentiality HIPAA standards Insurance: arrIVal has both medical malpractice and general liability insurance for the protection of the business and our customers Privacy Curtains: arrIVal will offer privacy curtains to any customer who would like privacy during service Release of Liability Waiver: arrIVal will have every customer sign a release of liability waiver before service is performed DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 Revenue We take 2.5% + 10 cents per sale for POS processing fees $99.99 Bag Fee $15 Patch Fee Good Patch Profit Margins: 80% $3 to purchase IV Bag Profit Margins: 80% $20 to purchase DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 Social Media Marketing & Word of Mouth The global intravenous solutions market size was valued at USD 11.1 billion in 2021 and is expected to grow at a compound annual growth rate (CAGR) of 8.0% by 2030 Traction Customer Acquisition Foot Traffic Avg. 3 arrivals and departures from EGE per day SEO & Location Targeted Ads Global IV Solutions DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 Item 1 100% $11.1 Billion The global intravenous solutions market in 2021 and is expected to grow at a compound annual growth rate (CAGR) of 8.0% by 2030 Market Size 1.4 Billion Worldwide travelers per year Target Market Demographics: Age: 25-60 Income: 75k+ Education: Bachelors+ Challenges: Jet Lag, Fatigue, Travel Anxiety, Headaches, Nausea, Illness, Dehydration, Environmental Exposures (Altitude Sickness, Heat Exhaustion, etc.) Quoted By Target Market: “I wish I didn’t get altitude sickness.” “I wish I had more energy so we could go do more activities right now.” “I had a great trip, but now I feel worn out and drained.” Our Solution: We can help this person achieve their traveling goals by administering IV treatments before, during, and/or after their travels including hydration solution, Travel Buddy blend vitamin cocktail, and immunity boosts Item 1 100% Item 1 100% $7 Billion Global health and wellness industry growing at a CAGR of 5.5% from 2021 to 2030. DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 Our biggest advantage is that we will be one of the first established IV bars within the nation's transportation hubs; we are coming to our customers not asking them to come to us. People already familiar with the IV solutions market will be excited that these services are conveniently offered to them while they are on the go. People who are unfamiliar with the IV solutions market will be exposed to new solutions for better health, and education by industry professionals. Our prices are extremely competitive and approachable, we are a third of the price of our competitors. Advantage IV and Injection therapy bars are popping up all over the United States, so why are we different? DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 Adam Laarsen of Laarsen & Associates has over a decade worth of CPA experience and offers a variety of tax planning, accounting, and strategy services for small business owners. OUR EXECUTIVE TEAM Established in 2012, Denver Business Coach is a team of experienced business professionals focused on helping their clients create valuable business. Since 2016, Bold Legal is a team of business-minded attorneys specializing in entrepreneurship, small business, and M&A law. Moxie Tonic is a StoryBrand certified marketing agency specializing in digital marketing and website presence with a long track record of success. Julie Callahan brings over a decade of experience in bookkeeping services to ArrIVal, including payroll, budgeting, and cash flow analysis. DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 Phlebotomy and IV certifications are held by owner Bailey Beebe. Her true motivation for starting this business came from discovering non-traditional medical approaches to her own healing and illness prevention. OUR MEDICAL TEAM Owner - Bailey Beebe Medical Director - David Wiebe, MD Graduated medical school in 2000 and is currently working at a hospital part-time. 10 years of experience helping spas and other aesthetic business owners with medical direction. Previous owner of his own successful IV clinic. DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 Contact for more information Bailey Beebe - Owner, arrIVal 720-285-6619 info@arrivalivbar.com DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 23 EXHIBIT B Concession Space DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 Exhibit B DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 24 EXHIBIT C Certificate of Insurance DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 CERTIFICATE OF LIABILITY INSURANCE DATE: 05/10/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER: WELLNESS MEDICAL PROTECTION GROUP PO Box 51610 Livonia, Michigan 48150 CONTACT NAME: :EDWARD KUHN PHONE:(773) 293-6185 FAX:(313) 270-9078 EMAIL ADDRESS: ED.KUHN@WMPGINSURANCE.COM INSURER(S) AFFORDING COVERAGE NAIC # INSURER A:Evanston Insurance Company 24856 INSURED: ArrIVal IV Bar5994 South Holly Street Unit #3025Englewood, CO 80111 INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: COVERAGESCERTIFICATE NUMBER:REVISION NUMBER:1.0 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAYHAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR OTHER 1: _______________________ OTHER 2: _______________________ GEN’L AGGREGATE LIMIT APPLIES PER: POLICY PROJECT LOCATION EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurance) MED EXP(Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS COMP/OP AGG AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS _______________________ _______________________ COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) UMBRELLA LIABILITY EXCESS LIABILITY CLAIMS MADE OCCUR DED RETENTION _______________________ EACH OCCURRENCE AGGREGATE WORKERS COMPENSATION & EMPLOYER’S LIABILITY OCCUR ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICE/MEMBER EXCLUDED? YES NO If yes, describe under description of operations below. (Mandatory in NH) WC STATUTORY LIMITS OTHER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A MEDICAL PROFESSIONAL LIABILITY CLAIMS MADE OCCUR Retroactive Date: 02/27/23 MKLV4PSM001169 02/27/2023 02/27/2024 P.L. EACH OCCURRENCE 1000000.00 P.L. GENERAL AGGREGATE 3000000.00 S.M. EACH OCCURRENCE 100000.00 S.M. GENERAL AGGREGATE 300000.00 DEDUCTIBLE 2500.00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Eagle County and Eagle County Air Terminal are included as additional insured for General Liability when required by written contract CERTIFICATE HOLDER CANCELLATION Eagle County & Eagle County Air Terminal PO Box 850 217 Eldon Wilson Rd. Gypsum CO 81637 Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. AUTHORIZED REPRESENTATIVE: EDWARD, KUHN 1 MKLV4PSM001169 02/27/2023 02/27/2024 1000000.00 100,000.00 5000.00 1000000.00 3000000.00 DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 25 EXHIBIT D Civil Rights and Non-Discrimination 1. CONCESSIONAIRE agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If CONCESSIONAIRE transfers its obligation to another, the transferee is obligated in the same manner as CONCESSIONAIRE. This provision obligates CONCESSIONAIRE for the period during which the property is used or possessed by CONCESSIONAIRE 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, CONCESSIONAIRE 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); DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 26 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 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. CONCESSIONAIRE, 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) DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 27 that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that CONCESSIONAIRE 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, CORPORATION 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, CONCESSIONAIRE, for itself, its assignees, and successors in interest, agrees as follows: A. Compliance with Regulations: CONCESSIONAIRE (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: CONCESSIONAIRE, 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. CONCESSIONAIRE will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. C. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by CONCESSIONAIRE for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by CONCESSIONAIRE of contractor’s obligations under this Agreement and the Nondiscrimination Acts and Authorities. D. Information and Reports: CONCESSIONAIRE will provide all information and reports required by the Acts, the Regulations, and directives issued DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 28 pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by CORPORATION or the FAA to be pertinent to ascertain 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, CONCESSIONAIRE will so certify to CORPORATION 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 CONCESSIONAIRE’S noncompliance with the non-discrimination provisions of this Agreement, CORPORATION 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: CONCESSIONAIRE 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. CONCESSIONAIRE will take action with respect to any subcontract or procurement as CORPORATION or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if CONCESSIONAIRE becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, CONCESSIONAIRE may request CORPORATION to enter into any litigation to protect the interests of CORPORATION. In addition, CONCESSIONAIRE may request the United States to enter into the litigation to protect the interests of the United States. DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99 29 EXHIBIT E Disadvantaged Business Enterprises 1. GENERAL. Except as the context otherwise requires and unless otherwise expressly provided herein, the capitalized terms in this Exhibit to the Agreement shall have the same meaning as any similarly capitalized terms defined in the Agreement or in any appendix thereto. 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. 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. 4. DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION IN THIS AGREEMENT. CONCESSIONAIRE agrees that it shall endeavor to provide for at least 0 %participation by certified DBEs, as defined in 49 CFR Part 23, said participation being measured as a percentage of total annual gross 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. DBE REQUIREMENTS ARE SUBJECT TO CHANGE AT THE DISCRETION OF THE FAA. CONCESSIONAIRE AGREES TO COMPLY WITH ANY AND ALL DBE REQUIREMENT CHANGES AS REQUIRED BY FEDERAL LAW. DocuSign Envelope ID: 9030242F-A97C-4849-80F0-6F1803AF7C99