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Home My WebLink AboutECAT23-05 All Star MediaEAGLE COUNTY AIR TERMINAL CORPORATION DISPLAY ADVERTISING CONCESSION AGREEMENT THIS AGREEMENT, made and entered into on _________________ by and between Eagle County Air Terminal Corporation, a not for profit corporation of the State of Colorado ("CORPORATION"), and All Star Media Services, Inc., a Colorado corporation, ("CONCESSIONAIRE"). WITNESSETH WHEREAS, CORPORATION is the owner, constructor, and operator of the Commercial Passenger Terminal Building and associated support facilities ("TERMINAL BUILDING") located at the Eagle County Regional Airport in the Town of Gypsum, Eagle County, Colorado, and has the right to grant concession rights to portions of the TERMINAL BUILDING and to grant advertising privileges thereon subject to the terms and conditions hereinafter set forth; and WHEREAS, CONCESSIONAIRE desires to use identified space at the TERMINAL BUILDING, for installation of advertising displays, and acquire certain rights and privileges from CORPORATION in connection with its use of the TERMINAL BUILDING and CORPORATION is willing to grant same to CONCESSIONAIRE under terms and conditions hereinafter stated; and WHEREAS, CORPORATION and CONCESSIONAIRE each 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 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 its authorized representative. C. "CONCESSION SPACE" shall mean the space designated for advertising display devices in the TERMINAL BUILDING as generally depicted on the ''Terminal Space Plan" attached hereto as Exhibit A and incorporated herein by this reference. D. "CONCESSIONAIRE'S PROPOSAL" shall mean the Proposal dated June 19, 2015, as submitted by CONCESSIONAIRE and accepted by the CORPORATION which is hereby incorporated herein by reference. To the extent CONCESSIONAIRE'S PROPOSAL conflicts with the terms of this Agreement, the terms and conditions of this Agreement shall control. E. "EAGLE COUNTY" or "COUNTY" shall mean Eagle County, Colorado. F. "DIRECTOR" shall mean the Aviation Director, designated as such by the DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 5/23/2023 2 CORPORATION. The word also means the designee of that official or acting Aviation Director, if any. G. "PAST DUE INTEREST RATE" shall mean interest accruing at 18% per annum commencing on the fifth calendar date after the date such amount is due and owing until paid to CORPORATION. H. "TERM" The initial Term shall commence upon execution of this Agreement by the CORPORATION and shall end on November 30, 2024. Article 2 Grant of Concession Rights Section 2.1 Concession Rights Privileges and Obligations. CORPORATION grants to CONCESSIONAIRE the right, privilege, and obligation to install, sell, and maintain display advertising devices, e.g., flat screen monitors, interior, and exterior banners, a-frame signage, wall posters, wall dioramas, standing displays, sampling, product solicitation, courtesy phone board, brochure distribution, merchandise displays, and Bluetooth proximity advertising modules, and other advertising devices within and outside the TERMINAL BUILDING as depicted in the attached Exhibit A and consistent with and subject to all the terms and provisions of this Agreement, including but not limited to CORPORATION's right to approve the displays and the content in advance of installation. Notwithstanding the foregoing, CORPORATION reserves the right to two (2) static and two (2) dynamic displays for its sole use. The CONCESSIONAIRE will be responsible for construction of all new and replacement advertising displays within the CONCESSION SPACE. CORPORATION reserves the right to regulate or reject the displays and advertising in its sole discretion. Additional displays and devices or additional types of displays and devices may be required and/or approved by CORPORATION in its sole discretion; and locations of displays and devices may be changed by CORPORATION in its sole discretion: but there shall be no reduction in the amount of the initial CONCESSION SPACE without CONCESSIONAIRE's consent which consent shall not be unreasonably withheld. CONCESSIONAIRE agrees to diligently provide all services, labor, personnel, and materials necessary to perform in accordance with this Agreement. Section 2.2 Rights Not Exclusive. CORPORATION reserves the right, in its sole discretion, to grant additional advertising concessions to meet the demands at the Airport in other locations in the TERMINAL BUILDING or AIRPORT and CONCESSIONAIRE understands and agrees that its right to provide advertising is not exclusive. Notwithstanding the foregoing, in the event CORPORATION desires to expand or add additional third-party commercial advertising concessions in the TERMINAL BUILDING during the Term hereof, then CORPORATION shall provide CONCESSIONAIRE the first right to provide such third party commercial advertising services on mutually agreeable terms and conditions. Nothing herein shall prevent CORPORATION from providing advertising services on an in-house basis, which may include but not be limited to, Eagle County program advertising, public service information, community and special event promotions and programs to enhance the guest experience. CORPORATION further reserves the right to authorize other lessees of the AIRPORT to install signs on their leased premises for the purpose of advertising the services offered by them. Section 2.3 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. Such access shall, without exception, be in common with such other persons including, 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 DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 3 adequate means of ingress and egress is available for the same purposes. This right of access is subject to the security requirements of each section herein entitled "Security." Section 2.4 Restrictions on Use. CONCESSIONAIRE agrees to use the CONCESSION SPACE solely for advertising purposes. The design of all advertising display devices shall be approved by the CORPORATION prior to installation. CONCESSIONAIRE understands and agrees that it shall not engage in any other business on the Airport under this Agreement. Section 2.5 Quality of Service. CONCESSIONAIRE shall provide high quality advertising and display devices. All displays and advertising copy, posters or transparencies used in the CONCESSIONAIRE's operation shall be of first quality, and shall conform in all respects to federal, state, and local laws orders and regulations. No displays shall at any time be left empty or blank. If there is no advertising sold for the display, public service advertisements, other displays appropriate for tourist information about the area served by the AIRPORT, or other messaging as approved by CORPORATION shall be used in the device until the space is sold. CONCESSIONAIRE and the CORPORATION shall coordinate, and mutually agree upon payment for the production and placement of the non-paid public service advertising or other displays to be used; however, paid advertising shall take precedence at all times. CONCESSIONAIRE shall exercise diligence and exert its maximum effort in the sale of all advertising display space. All non-paid public service advertising shall be provided on a space available basis in CONCESSIONAIRE's reasonable discretion subject to CORPORATION's reserved displays as identified in Section2.1. Section 2.6 Licenses and Permits. CONCESSIONAIRE must, at CONCESSIONAIRE's own expense, provide and maintain in force any and all licenses and permits required for the legal operation of all aspects of CONCESSIONAIRE's business. Article 3 Term Section 3.1 Term. A. This Agreement shall be effective upon execution of this Agreement by CORPORATION hereinafter called the "Effective Date" and shall expire on November 30, 2024 at 11:59 p.m. local time subject to earlier termination as provided in Article 8 hereof (the "Term"). B. Provided that the CONCESSIONAIRE is not in default at the expiration of the initial Term, CONCESSIONAIRE may request an extension of the Term for up to one (1) additional three- year period. CONCESSIONARE must request the extension no later than one hundred-twenty (120) days prior to the expiration of the initial Term and CORPORATION shall give notice to CONCESSIONAIRE of its intent to renew no later than ninety (90) days prior to the expiration of the initial Term. Failure by CORPORATION to give such notice shall be deemed a denial of such extension request by CORPORATION. Should this Agreement be extended for an additional three-year period, the compensation set forth in Article 4, including the Minimum Annual Guarantee and Percentage Compensation Fee shall be subject to renegotiation. C. 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 (the "Bonds"), 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 within not more than ninety (90) days. CORPORATION will give not less than thirty (30) and not more than sixty (60) days' notice DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 4 of its intent to defease the bonds in accordance with the Trust Indenture. CORPORATION also will give CONCESSIONAIRE notice of the date of defeasance within two (2) business days following the actual defeasance. Section 3.2 Surrender of CONCESSION SPACE. Upon the expiration or earlier termination of this Agreement or on the date specified in any demand for possession by CORPORATION after any default by CONCESSIONAIRE, CONCESSIONAIRE covenants and agrees to surrender possession of the CONCESSION SPACE to CORPORATION. A. At the expiration of the initial Term, or in the event of termination or expiration of any extended Term, any equipment, improvements, display devices, or fixtures installed by CONCESSIONAIRE shall remain as part of the CONCESSION SPACE. B. In the event of a Default by CONCESSIONAIRE under Section 8.1 resulting in termination during the initial Term of this Agreement, any equipment, improvements, display devices or fixtures installed by CONCESSIONAIRE shall remain as part of the CONCESSION SPACE. C. In the event this Agreement is terminated unilaterally and without cause by CORPORATION prior to the end of the initial Term, then CONCESSIONAIRE shall remove the equipment, improvements, display devices or fixtures installed by it and the same shall be CONCESSIONAIRE's property. CONCESSIONAIRE shall restore the CONCESSION SPACE to the same condition as when first occupied all at CONCESSIONAIRE's expense. Section 3.3 Holding Over. If CONCESSIONAIRE remains in possession of the CONCESSION SPACE after the expiration of this Agreement with permission of CORPORATION and without any written renewal thereof, such holding over shall not be deemed as a renewal or extension of this Agreement, but shall create only a month-to-month agreement 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. The Minimum Annual Guarantee during any holdover period shall be 115% of the Minimum Annual Guarantee during the same month of the previous year. Article 4 Compensation, Charges, Fees, and Accounting Records 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 a Minimum Annual Guarantee and a Percentage Compensation Fee as more fully set forth in Article 4.2 herein. Section 4.2 Payment of Compensation. A. Minimum Annual Guarantee. The following Minimum Annual Guarantee shall be pro-rated and paid on a monthly basis. The Minimum Annual Guarantee shall be payable by CONCESSIONAIRE to CORPORATION in pro-rated monthly installments in advance and without demand on the first day of the month for each and every month during the Term of this Agreement. The first installment due for the first month that display devices have been located and are operating in the TERMINAL BUILDING shall be waived. DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 5 Year 1 (December 1, 2021 – November 30, 2022): The Minimum Annual Guarantee shall be: $120,000. Year 2 (December 1, 2022 – November 30, 2023): The Minimum Annual Guarantee shall be $144,000. Year 3 (December 1, 2023 – November 30, 2024): $156,000 B. Percentage Compensation Fee. Percentage compensation fees are as follows: During Year 1 (December 1, 2021 – November 30, 2022) CONCESSIONAIRE shall pay CORPORATION the greater of the Minimum Annual Guarantee (MAG) prorated and payable in advance or a sum equal to 15% of Gross Sales of the first $750,000.00 in sales, 30% of Gross Sales over $750,000.00, 50% of Gross Sales over $1,250,000.00 During Year 2 (December 1, 2022 – November 30, 2023) CONCESSIONAIRE shall pay CORPORATION the greater of the Minimum Annual Guarantee (MAG) prorated and payable in advance or a sum equal to 15% of Gross Sales of the first $750,000.00 in sales, 30% of Gross Sales over $$750,000.00, and 50% of Gross Sales over $1,250,000.00. During Year 3, and during the three-year renewal option if approved by CORPORATION, for each such Term Year, CONCESSIONAIRE shall pay CORPORATION the greater of the Minimum Annual Guarantee (MAG) prorated and payable in advance or a sum equal to 15% of Gross Sales of the first $750,000.00 in sales, 30% of Gross Sales over $$750,000.00, and 50% of Gross Sales over $1,250,000.00 By the 10th day of the month for each and every month during the Term of this Agreement, CONCESSIONAIRE shall furnish to the Manager in a form acceptable to CORPORATION a true and accurate verified statement signed by an officer of CONCESSIONAIRE of its Gross Revenues for the preceding month. Monthly statement shall include the total Gross Revenue received during the month, Gross Revenue received from each advertiser during the reported month, Term Gross Revenue to date, and Term Gross Revenue to date from each advertiser. Section 4.3 Gross Revenue. As used herein, the term "Gross Revenue” shall mean all revenues from sales (whether denominated as a sale, lease or otherwise) at all locations at the TERMINAL BUILDING, including all charges, fees, or sales made by CONCESSIONAIRE for advertising and all revenues of every kind and character derived from, arising out of or payable on account of any and all business conducted by CONCESSIONAIRE or from the operations of the CONCESSIONAIRE under this Agreement, whether for cash or credit without deductions. Notwithstanding the foregoing definition; but excluding therefrom: (1) Federal, state, county and municipal sales taxes or other taxes separately stated and collected from customers; (2) Receipts from the sale or trade-in value of any equipment or materials not constituting an item inventoried by CONCESSIONAIRE, provided the sale of equipment does not represent a reduction in the installed advertising display inventory required under this Agreement; and (3) Receipts from creative and ad production services offset by costs of the same. Section 4.4 Determination of Package Sale Gross Revenue. It is acknowledged by the parties that CONCENSSIONAIRE may enter into contracts with the same advertiser for advertising at different airports. In such event, CONCESSIONAIRE represents that it does not enter into a single, package agreement, and instead shall enter into a separate advertising agreement for each DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 6 airport such that CORPORATION can reasonably identify the gross revenue associated with each advertiser in the TERMINAL BUILDING. CONCESSIONAIRE will make a good faith effort to ensure that its agreements for advertising in the TERMINAL BUILDING are competitive. Section 4.5 Title to CORPORATION's Compensation. Immediately upon CONCESSIONAIRE's receipt of monies from the sales of advertising 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 or demand, at the following: Eagle County Air Terminal Corporation c/o Director of Aviation P.O. Box 850 Eagle, Colorado 81631 or at such other place as the CORPORATION 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 true and complete records and accounts of all Gross Revenue and business transacted, including daily bank deposits. Not later than September 15 of each and every year during the Term hereof, CONCESSIONAIRE shall furnish to CORPORATION a true and accurate statement of the total of all revenues and business transacted during the preceding Term Year (showing the authorized deductions or exclusions in computing the amount of such Gross Revenue and business transactions). Such statement shall be prepared and certified to be true and correct by an officer of CONCESSIONAIRE. Such statement shall be furnished for every Term Year in which business was transacted under this Agreement during the whole or any part of the year. CONCESSIONAIRE expressly agrees that CORPORATION and its Auditor and their 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 or other reports and waives any claim of confidentiality which it may have in connection therewith. CONCESSIONAIRE agrees to establish and maintain a system of book keeping 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 Director's authorized representative and Auditor shall have access during normal business hours to such books and records upon forty-eight (48) hours advance written notice from CORPORATION. CONCESSIONAIRE shall keep and preserve for DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 7 at least three years, or until sooner audited by CORPORATION, all evidence of Gross Revenue and business transacted for such period. The CORPORATION's Auditor and Director and their respective authorized representatives shall have the right at any time, upon forty-eight (48) hours advance notice from CORPORATION to audit all of the books, bank statements, documents, records, returns, papers, and files of CONCESSIONAIRE relating to the Gross Revenue and business transacted. If CORPORATION determines after an audit for any year that the Gross Revenue and business transacted shown by CONCESSIONAIRE's statement for such year was understated by more than three percent (3%), CONCESSIONAIRE shall pay to CORPORATION the cost of the audit and the amount of any deficiency, plus interest on such amount at 18% per annum from the date due. The CORPORATIONS's right to perform such an audit shall expire three (3) years after CONCESSIONAIRE's statement for that year has been delivered to CORPORATION. Section 4.9 Annual Reconciliation. On September 15 of each year, CONCESSIONAIRE shall provide CORPORATION with a reconciliation of its Gross Revenue for the year to ensure that the full Percentage Compensation Fee as set forth in Section 4.2 has been paid. To the extent that the full Percentage Compensation Fee or Minimum Annual Guarantee has not been paid, then CONCESSIONAIRE shall pay the same within fifteen (15) days of the reconciliation together with interest at the PAST DUE INTEREST RATE. CONCESSIONAIRE's obligations under this Article 4 shall survive the termination of this Agreement so that CONCESSIONAIRE will be required to forward a reconciliation and any funds due from this Article 4 as long as CONCESSIONAIRE continues to receive revenues from this Agreement. Section 4.10 ACDBE Requirements. CONCESSIONAIRE agrees to make good faith efforts to ensure that business concerns owned and controlled by socially and economically disadvantaged individuals as defined in the U.S. Department of Transportation's regulations, 49 CFR Part 23 and 26, as amended, participate in at least the established minimum percent of the activity, service or facility provided by CONCESSIONAIRE during the entire Term of this Agreement by means of a joint venture, partnership, franchise, or any other legal arrangement that results in bona fide ownership and control of the activity, service or facility. Said participation shall be measured as a percentage of total annual gross revenues obtained by CONCESSIONAIRE in its operations under this Agreement. If the CONCESSIONAIRE is unable to achieve this goal under joint venture, partnership, franchise, or similar legal arrangement, CONCESSIONAIRE shall seek to obtain the required DBE participation by other means, such as the purchase of goods, services, supplies and/or products from certified ACDBE vendors. If CONCESSIONAIRE fails to achieve the established goal, it shall provide documentation to CORPORATION demonstrating that it made good efforts in attempting to meet the goal. In the event that the CONCESSIONAIRE qualifies as a certified ACDBE, the goal shall be deemed to have been met. CONCESSIONAIRE acknowledges that it shall identify in writing to CORPORATION within sixty (60) days of execution of this Agreement the DBEs which it would retain as subtenants, joint venture partners, suppliers, or service providers to participate in the operations to be carried out under this Agreement. After this Agreement is executed, CONCESSIONAIRE agrees to use its best efforts to enter into agreements with the DBE firms it identified in CONCESSIONAIRE's Proposal. 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 DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 8 to the fullest extent which is reasonably possible to achieve and to an extent necessary to comply with the above-stated goals. 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 to CORPORATION that it made good faith efforts to do so. Each year CONCESSIONAIRE, no later than (90) days following the end of each Term Year, shall provide to CORPORATION the following annual ACDBE information: the name and address of each certified ACDBE with which it has done business during the past year, a description of the nature of the services performed by and/or items purchased from each firm named, and the dollar value of each transaction. Article 5 Maintenance and Operation Section 5.1 Approval of Installation. Improvements proposed in CONCESSIONAIRE'S PROPOSAL shall be installed within forty-five (45) days of the commencement of this Agreement. The CONCESSIONAIRE shall, without cost to the CORPORATION, install in the CONCESSION SPACE all furnishings, equipment, display devices, and fixtures necessary for the customary operation of the advertising operations authorized by this Agreement. All of CONCESSIONAIRE's furnishings, equipment, display devices, and fixtures (or other improvements authorized herein) are subject to prior written approval of CORPORATION. CONCESSIONAIRE agrees not to improve, change, alter, add to, remove or demolish any improvement, equipment, display device, or the like without the prior written consent of the Director or his authorized representative. CONCESSIONAIRE must comply with all conditions which may be imposed by the Director in his sole discretion. Full and complete specifications for all work and Improvements, equipment, display devices, and the like along with a statement of the time required to complete such work shall be submitted to and approved in writing by the Director or his authorized representative before work commences. Copies of plans shall be given to the Director for review and written approval prior to installation. First-class standards of design and construction will be required in connection with all such work, and all improvements, equipment, display devices and the like shall conform with applicable statues, 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 workers compensation, prevailing wage, MBE/WBE participation requirements, and compliance with the American 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 therefor 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 DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 9 meet with CORPORATION's approval. CORPORATION agrees to act promptly upon a request for approval of such plans and/or revisions thereto. Section 5.2 Advertising Opportunities. Display Advertising opportunities beyond the current inventory depicted in Exhibit A may also include, upon CORPORATION approval, but are not limited to, display advertising devices, e.g., flat screen monitors, interior and exterior banners, a- frame signage, wall posters, wall dioramas, standing displays, sampling, product solicitation, courtesy phone board, brochure distribution, merchandise displays, and Bluetooth proximity advertising modules. All displays of any nature shall be subject to CORPORATION approval in its sole discretion. Section 5.3 New installations. Proposed changes or improvements shall demonstrate the integration of the sense of place and arrival, as described herein, with all new installations and improvements in the TERMINAL BUILDING. Installations should utilize the newest and freshest physical display and artwork concepts available in the international advertising market. Use of electronic technology, designs, and materials that would complement the TERMINAL BUILDING sense of place and decor while maximizing revenue are expected with all new installations. Major installations or improvements shall be coordinated with CORPORATION and shall generally occur during low season periods to limit disruption of passenger arrivals and departures. Section 5.4 Aesthetics. The aesthetics of the design of the display devices must be consistent with the TERMINAL BUILDING architecture and decor. Approvals under Section 5.1 and 5.2 include satisfactory completion of requirements under this Section 5.4 and Section 5.3. Section 5.5 Maintenance of CONCESSION SPACE. CONCESSIONAIRE is responsible for all maintenance and repairs of its installed improvements, devices, fixtures and equipment, including the regular cleaning of display advertising devices. CONCESSIONAIRE shall ensure that all equipment, improvements, devices, fixtures, and video displays are kept in working order at all times. CONCESSIONAIRE shall provide at its own expense such janitorial and cleaning services and supplies as may be necessary or required in the operation and maintenance of its displays. CONCESSIONAIRE also agrees to keep and maintain the interior of any assigned office or storage areas in a clean, neat and sanitary condition, and attractive in appearance. Section 5.6 Repairs. CONCESSIONAIRE shall maintain and make necessary repairs to its fixtures, improvements, devices and equipment and appurtenances thereto, including, without limitation, monitors, signs, show cases, floor coverings, walls, partitions, banners, and lighting. Repairs must be performed during off-peak hours, subject to the approval of the CORPORATION. CONCESSIONAIRE shall repair any damage to TERMINALBUILDING when installing, removing or maintaining its fixtures, improvements, devices, equipment, and appurtenances thereto. Section 5.7 Compliance with all laws and Regulations. CONCESSIONAIRE agrees not to use or permit the CONCESSION SPACE to be used for any purpose prohibited by the laws of the United States or the State of Colorado or the ordinances and resolutions of Eagle County, or Airport rules and regulations, all as amended from time to time, and not otherwise authorized hereunder, and it further agrees that it will use the CONCESSION SPACE in accordance with all DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 10 applicable federal, state and local laws and all rules and regulations adopted by the CORPORATION or Eagle County for the management, operation and control of the AIRPORT or TERMINAL BUILDING, either promulgated by the CORPORATION or Eagle County on its own initiative or in compliance with regulations or actions of the Federal Aviation Administration or other authorized federal agency. CONCESSIONAIRE further agrees to submit any report or reports or information which the CORPORATION is required by law or regulation to obtain from CONCESSIONAIRE or which CORPORATION may request relating to CONCESSIONAIRE'S operations. Section 5.8 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 Regulations 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 5.9 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 TERMINAL BUILDING in which the CONCESSION SPACE is located or which, in the opinion of the Director or his authorized representative, may constitute a hazardous condition that will increase the risks normally attendant upon the operations contemplated under this Agreement. If, by reason of any failure by CONCESSIONAIRE to comply with the provisions of this section, after receipt of notice in writing from CORPORATION, any fire insurance rate on the TERMINAL BUILDING 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 5.10 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 DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 11 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. Section 5.11 Approval of Advertising. CORPORATION reserves the right to approve advertising display materials and content, and may require CONCESSIONAIRE to remove advertising that, in the reasonable opinion of the CORPORATION, is deemed to be offensive, controversial, immoral, or inappropriate for the TERMINAL BUILDING. CONCESSIONAIRE, upon instruction of the CORPORATION, shall immediately cause the removal of such advertising material. CORPORATION shall have three business days from CONCESSIONAIRE's submission of its materials and content to disapprove of each submission. If CORPORATION does not respond to the submission within three business days, it will be deemed to have been approved by CORPORATION. Section 5.12 Servicing of Displays. Any employee of CONCESSIONAIRE or personnel working on behalf of CONCESSIONAIRE through a subcontract shall be suitably uniformed and hold an appropriate and valid Eagle County Regional Airport Security Access Badge while working on advertising displays. Employees shall be neat, clean, and appropriately groomed. CONCESSIONAIRE acknowledges that CORPORATION entered into this Agreement in reliance upon the particular reputation and expertise of CONCESSIONAIRE. CONCESSIONAIRE shall not enter into any subcontracts for the performance of any part of this Agreement without CORPORATION'S prior written consent, which may be withheld in CORPORATION's sole discretion. CONCESSIONAIRE shall require each subcontractor to be bound to CONCESSIONAIRE by the terms of this Agreement, and to assume toward CONCESSIONAIRE all the obligations and responsibilities which CONCESSIONAIRE by this Agreement assumes toward CORPORATION. CONCESSIONAIRE shall be responsible for the acts and omissions of its agents, employees and subcontractors. Section 5.13 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 5.14 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, or vibrations and to maintain the lowest possible sound level in its operations. DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 12 Section 5.15 Title to Improvements. All title to improvements including equipment, display devices and fixtures affixed or attached to the walls or floors will be considered an integral part of the TERMINAL BUILDING and title to such improvements, equipment, display devices and fixtures will vest in the CORPORATION, free and clear of any liens or encumbrances whatever as follows: A. Upon the expiration of the initial Term, or in the event of termination or expiration of any extended Term, any equipment, improvements, display devices or fixtures installed by CONCESSIONAIRE shall remain as part of the CONCESSION SPACE as set forth in this Agreement. B. In the event of a Default by CONCESSIONAIRE under Section 8.1 resulting in termination during the initial Term of this Agreement, any equipment, improvements, display devices or fixtures installed by CONCESSIONAIRE shall remain as part of the CONCESSION SPACE as set forth in this Agreement. C. In the event this Agreement is terminated unilaterally and without cause by CORPORATION prior to the end of the initial Term, then CONCESSIONAIRE shall remove the equipment, improvements, display devices or fixtures installed by it and the same shall be CONCESSIONAIRE's property. CONCESSIONAIRE shall restore the CONCESSION SPACE to the same condition as when first occupied all at CONCESSIONAIRE's expense. Section 5.16 Existing Advertising Agreements. CONCESSIONAIRE acknowledges that the Eagle Chamber of Commerce currently displays advertising within the TERMINAL BUILDING and desires to keep their advertising in place. CONCESSIONAIRE agrees to maintain the current advertising display from the Eagle Chamber of Commerce through the term of and in accordance with any existing agreement that may be in place. Notwithstanding the foregoing, nothing shall preclude CONCESSIONAIRE and the Eagle Chamber of Commerce from negotiating to arrive at other mutually acceptable terms. CONCESSIONAIRE agrees to work cooperatively with all advertisers regarding the placement of their advertising. Section 5.17 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 in the TERMINAL BUILDING, nor do or permit to be done anything which may interfere with free access and passage in the public areas or hinder police, firefighting or other emergency personnel in the discharge of their duties. Article 6 Utilities and Services Section 6.1 Corporation Improvements and Services. CORPORATION shall provide and maintain, general lighting and electrical power for the TERMINAL BUILDING and make them available to the CONCESSION SPACE. If CONCESSIONAIRE requires additional lighting or electrical power, data or phone lines, cabling and the like, such additional improvements or DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 13 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 TERMINAL BUILDING, including but not limited to 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 pro rata 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." Section 6.4 Access. CORPORATION agrees to use its best efforts to permit CONCESSIONAIRE access to the TERMINAL BUILDING at such times as the parties mutually agree for the purpose of installing and servicing the display devices and the advertising therein, it being understood that in order to not interfere with passenger traffic circulation and TERMINAL BUILDING operations, CONCESSIONAIRE may seek to, or be required by CORPORATION to, access the TERMINAL BUILDING and display devices at other than normal business hours. CONCESSIONAIRE shall exercise reasonable discretion so as not to interfere with terminal business and passenger service operations during periods of flight activity. At all times during the Term CONCESSIONAIRE shall ensure that its fixtures, equipment, improvements and display devices comply with the Americans with Disabilities Act. Article 7 Indemnity and Insurance Section 7.1 Insurance. CONCESSIONAIRE agrees to provide and maintain at CONCESSIONAIRE'S sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 14 insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include CORPORATION, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. CONCESSIONAIRE'S certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to CORPORATION separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an "A.M. Best" rating of not less than A-VII. v. All policies must contain an endorsement affording an unqualified thirty (30) days' notice of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Upon request, CONCESSIONAIRE shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from CORPORATION, and hereby authorizes CONCESSIONAIRE's broker, without further notice or authorization by CONCESSIONAIRE, to immediately comply with any written request of CORPORATION for a complete copy of the policy. viii. CONCESSIONAIRE shall advise CORPORATION in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. CONCESSIONAIRE, at its own DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 15 expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish CORPORATION a new certificate of insurance showing such coverage. ix. The parties hereto understand and agree that CORPORATION is relying on, and does not waive or intend to waive any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to CORPORATION, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. x. CONCESSIONAIRE is not entitled to workers' compensation benefits except as provided by the CONCESSIONAIRE, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by CONCESSIONAIRE or some other entity. The CONCESSIONAIRE is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. xi. If CONCESSIONAIRE fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to CORPORATION, CORPORATION shall be entitled to immediately terminate this Agreement. Section 7.2 Indemnification. The CONCESSIONAIRE shall indemnify and hold harmless CORPORATION and Eagle County, and any of their officers, agents and employees against any losses, claims, damages, or liabilities for which CORPORATION or Eagle County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by CONCESSIONAIRE or any of its subcontractors hereunder; and CONCESSIONAIRE shall reimburse CORPORATION for reasonable attorney fees and costs, legal and other expenses incurred by CORPORATION in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply if such loss, claim, damage or liability is due to CORPORATION'S negligence or to claims by third parties against CORPORATION to the extent that CORPORATION is liable to such third party for such claims without regard to the involvement of the CONCESSIONAIRE. This paragraph shall survive expiration or termination hereof. Section 7.3 Performance Bond. Upon execution of this Agreement, CONCESSIONAIRE shall deliver to the Director, and maintain in effect at all times throughout the Term, a valid corporate performance bond, or such other acceptable surety as first approved in writing by the CORPORATION, in an amount equal to fifty percent (50%) of the Minimum Annual Guarantee for a Term Year. Such bond shall be payable without condition to the CORPORATION and shall guarantee to the CORPORATION full and faithful performance of all of the terms and provisions of this Agreement by CONCESSIONAIRE, as said Agreement may be amended, supplemented or extended. All bonds shall be in forms satisfactory to CORPORATION, and be executed by such sureties as are satisfactory to CORPORATION and (a) are licensed to conduct business in DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 16 the State of Colorado, and (b) are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All bonds signed by an agent must be accompanied by a certified copy of the authority to act. If the surety on any bond furnished by CONCESSIONAIRE is declared bankrupt, or becomes insolvent, or its right to do business in Colorado is terminated, or it ceases to meet the requirements of clauses (a) and (b) of the preceding paragraph, CONCESSIONAIRE shall within five days thereafter substitute another bond and surety, both of which shall be acceptable to CORPORATION. Section 7.4 No Personal Liability. No director, officer, or employee of either party hereto shall be held personally liable under this Agreement or because of its execution or attempted execution. Article 8 Default and Remedies Section 8.1 Default. CONCESSIONAIRE shall be in default under this Agreement if CONCESSIONAIRE: A. Fails to timely pay when due to CORPORATION the compensation or any other payment required hereunder; or B. Is in default under any other Agreement/Permit with CORPORATION, Eagle County or Town of Gypsum; 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, 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: F711B65B-581C-4659-B98F-D0555B51D0A1 17 H. Fails to keep, perform, or observe any other promise, covenant or agreement set forth in this Agreement and such failure continues for a period of more than thirty (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 only after giving CONCESSIONAIRE written notice of a default ("Default Notice") and an opportunity to cure. In the event the default identified in the Default Notice has not been cured to CORPORATION's reasonable satisfaction within thirty (30) days (or such shorter period as specified in this Agreement) of CONCESSIONAIRE's receipt of such Default Notice, then: 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, including but not limited to all attached or affixed equipment, display devices, improvements or the like 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. The parties agree that the notice set forth in this paragraph B may be included in the Default Notice identified above in Section 8.2. Notwithstanding the foregoing, during the Term herein, CONCESSIONAIRE shall be allowed only two Default Notices hereunder which it may cure within the time specified in this section. The third notice shall be final and without opportunity for cure, unless otherwise agreed by CORPORATION. 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; or DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 18 C. CORPORATION may elect to 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 possession 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 it takes possession of the CONCESSION SPACE. Following such possession, the CORPORATION may enter into a new agreement concerning 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 entering into a new agreement. CORPORATION shall not be responsible for any failure to enter into a new agreement or any failure to collect compensation due under such new agreement. CONCESSIONAIRE shall be liable to CORPORATION for all costs of entering into a new agreement, including attorney's fees and repairs or improvements. Notwithstanding possession 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 a new agreement, shall refund, without interest, any amount which exceeds the compensation, damages, and costs payable by CONCESSIONAIRE under this Agreement. Section 8.3 Remedies Cumulative. The remedies provided in this Agreement shall be cumulative and shall in no way affect any other remedy available to CORPORATION under law or equity. Section 8.4 Waivers. No failure of CORPORATION to insist upon the strict performance of a term, covenant, or agreement contained in this Agreement, no failure by CORPORATION to exercise any right or remedy under this Agreement, and no acceptance of full or partial payment during the continuance of any default by CONCESSIONAIRE shall constitute a waiver of any such term, covenant, or agreement or a waiver of any such right or remedy or a waiver of any default by CONCESSIONAIRE. Article 9 Damage, Destruction or Loss Section 9.1 Damage to or Destruction of CONCESSION SPACE. If the CONCESSION SPACE, or any portion thereof, is destroyed or damaged by fire or otherwise to an extent which renders it unusable, CORPORATION may rebuild or repair any portions of the building structure destroyed or damaged, and, if the cause was beyond the control of CONCESSIONAIRE, the obligation of CONCESSIONAIRE to pay the compensation hereunder shall abate as to such damaged or destroyed portions during the time they are unusable. If CORPORATION elects not to proceed with the rebuilding or repair of the building structure, it shall give notice of its intent within 90 days after the destruction or damage. CONCESSIONAIRE may then, at its option, cancel and terminate this Agreement. Section 9.2 Cooperation in Event of Loss. If CORPORATION elects to rebuild, CONCESSIONAIRE must replace all CONCESSION SPACE improvements at its sole cost. DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 19 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. Except if CORPORATION is negligent, it shall not be liable for any loss of property by theft or burglary from the AIRPORT or for any damage to person or property on the AIRPORT resulting from electric lighting, or water, rain or snow, which may come into or issue or flow from any part of the AIRPORT, or 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. 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 may be granted or withheld in CORPORATION's sole discretion. DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 20 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 true-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 Minimum Annual Guarantee 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 extensive programs of construction, expansion, relocation, maintenance and repair (collectively for purposes of this Section 10.8 the "Work") 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. In the event of a material interruption caused by the Work, the parties shall first work together to move the affected advertising to an alternative location. In the event the Work causes a material interruption such that CONCESSIONAIRE's clients reduce CONCESSIONAIRE's revenue solely because of the Work, and no alternative location is available, then CONCESSIONAIRE shall be entitled to a reasonable abatement of its compensation obligations due under this Agreement. CONCESSIONAIRE shall provide substantiation in a form acceptable to CORPORATION of CONCESSIONAIRE's lost revenue prior to any discussion of an abatement. If the parties are unable to agree to a reasonable abatement, then the parties agree to submit the dispute to a mutually agreed upon mediator to help resolve the matter. Each party shall pay their own costs associated with any mediation and shall share equally in the cost of the mediator. Section 10.9 Nondiscrimination. A. In connection with the performance of its rights, privileges and obligations under this Agreement, CONCESSIONAIRE shall not discriminate against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability. In addition, the Parties 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 DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 21 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. B. This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. 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, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. C. CONCESSIONAIRE agrees to include the above statements in Section 10.09 (A) and (8) in any subcontract concession agreement or contract covered by 49 CFR Part 23, that it enters into and cause those businesses to similarly include the statements in further agreements. 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 trackable ground shipping methods to: CORPORATION: Aviation Director Eagle County Air Terminal Corporation P.O. Box 850 Eagle, Co 81631 Telephone: (970) 328-2680 Fax: (970) 328-8699 Copy to: Eagle County Attorney’s Office P.O. Box 850 Eagle, CO 81631 Telephone: (970) 328-8685 Fax: (970) 328-8699 CONCESSIONAIRE: All Star Media Services, Inc. 1355 Sage Court Aspen, CO 81611 Telephone: (970) 379-0624 Fax: (970) 925-1667 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. DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 22 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, Trademarks and Copyrights. 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 and that all advertising to be displayed by CONCESSIONAIRE complies with and is not in violation of any patent, trademark, copyright protections or other applicable law. CONCESSIONAIRE agrees to indemnify, save and hold harmless Eagle County and CORPORATION, their 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 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 (including Security Plans) adopted by CORPORATION or Eagle County pursuant to Department of Homeland Security, Transportation Security Administration, and Federal Aviation Administration Regulations, 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. This Agreement, except where otherwise stated herein, supersedes and replaces the parties’ previous agreement dated December 8, 2015 and the amendments to that agreement dated December 21, 2015 and December 15, 2020. 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 hereof shall not constitute or cause a default or breach of any other contract, covenant or duty. [Remainder of Page Intentionally Left Blank] DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 In witness whereof, the parties hereto have executed this Agreement the day and year first above written. Attest By: Jeff Shroll, Secretary CORPORATION EAGLE COUNTY AIR TERMINAL CORPORATION By: Kathy Chandler-Henry, President CONCESSIONAIRE ALL STAR MEDIA SER� By�=====Dave Starensier, President J STATE OF COLORADO County of p,'�l:� ) ss ) The foregoing was acknowledged before me this I 6'j.\ day of I mt) J 202 }_, I byLXt,v't. S,f.a.vt.,'J,'t.-,as rr:t)&t of ,411-*v t1tcl;u��a:L,t. �OV¼ 0 Co�ov'C).ti�WITNESS my hand and official seal. My commission expires ______.J_u_l , __ :l_l J-+--'20 __ 1.5J_,..... __ ANITA BODA (j) f /J ;1 NOTARY PUBLIC. STATE OF COLORADO /j oQ4 M Notary ID #20094028969 Notary Public My Commission Expires 7/27/2025 SCANNER Oli\SSI\" J.11 1>S DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 24 EXHIBIT A TERMINAL SPACE PLAN IDENTIFYING CONCESSION SPACE DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 Exhibit A Digital 2x4 Video Wall Baggage Claim VW1 5' X 17' 1 Digital 2x4 Video Wall Baggage Claim VW2 5' X 17' 1 Digital 2x4 Video Wall Baggage Claim VW3 5' X 17' 1 Static Tension Fabric Baggage Claim BC1 66" X 80" 1 Static Tension Fabric Baggage Claim BC2 a/b 66" X 215" 1 or 2 Static Tension Fabric Baggage Claim BC4 a/b 66" X 215" 1 or 2 Static Tension Fabric Baggage Claim BC5 a/b 66" X 215" 1 or 2 Static Tension Fabric Baggage Claim BC7 a/b 66" X 215" 1 or 2 Static Tension Fabric Baggage Claim BC8 a/b 66" X 164" 1 or 2 Static Tension Fabric Baggage Claim BC9 a/b 66" X 164" 1 or 2 Static Adhesive Vinyl Baggage Claim BC10 48" X 233" 1 -1111 -! Static Adhesive Vinyl Baggage Claim BC12 48" X 233" -1111 -Static Adhesive Vinyl Baggage Claim BC14 80" X 233" 1 Static Styrene Baggage Claim BC15 32" X 90" 1 or 2 Static Styrene Baggage Claim BC16 32" X 90" 1 or 2 Static Styrene Baggage Claim BC17 32" X 90" 1 or 2 Static Styrene Baggage Claim BC18 32" X 90" 1 or 2 Static Styrene Baggage Claim BC19 32" X 90" 1 or 2 Static Styrene Baggage Claim BC20 32" X 90" 2 Static Adhesive Vinyl Ticketing Tl ~200" X 462" 1 I 1111 Static Backlight Diorama T4 79" X 216" 1 Digital 80" Flat Screen FSl 42" X 72" 1 Digital 80" Flat Screen FS2 42" X 72" 1 Digital 80" Flat Screen FS3 42" X 72" 1 Digital 80" Flat Screen Ticketing Departures Departures Departures Departures FS4 42" X 72" 1 DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 Exhibit A Digital 80" Flat Screen FSS 42" X 72" 1 Digital 80" Flat Screen FS6 42" X 72" 1 Digital 80" Flat Screen FS7 42" X 72" 1 Static Tension Fabric D3 a/b 60" X 198" 1 or 2 Static Tension Fabric D4 a/b 60" X 198" 1 or2 -■ - IStatic D7 a/b 60" X 180" 1 or 2 Static D8 a/b 60" X 180" 1 or 2 D9 a/b 60" X 294" 1 or 2 Static Tension Fabric Tension Fabric Tension Fabric -- -I Static Tension Fabric D13 60" X 84"1 -- --Static Tension Fabric D15 a/b 60" X 180" 1 or 2 Static Tension Fabric Departures Departures Departures Departures Departures Departures Departures Departures Departures Departures Departures Departures D16 a/b 60" X 180" 1 or 2 --1111StaticTension Fabric Departures D19 a/b 60" X 263"1 or 2 -- --Static Tension Fabric Departures D21 a/b 60" X 144" 1 or 2 I 1111 Static Tension Fabric Departures D24 a/b 60" X 376"1 or 2 -- -- DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 Level 1 DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 Level 2 DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 25 EXHIBIT B INSURANCE CERTIFICATES DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 INSURER(S) AFFORDING COVERAGE NAIC # INSURER F : INSURER E : INSURER D : NAME:CONTACT INSURER C : INSURER B : (A/C, No):FAX E-MAILADDRESS: CUSTOMER ID: PRODUCER PRODUCER (A/C, No, Ext):PHONE INSURED INSURER A : The ACORD name and logo are registered marks of ACORD 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. LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required) REVISION NUMBER:CERTIFICATE NUMBER: 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 MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGES $$ $BOILER & MACHINERY / EQUIPMENT BREAKDOWN $ $ $ TYPE OF POLICY CRIME POLICY NUMBER $ $ $ $ NAMED PERILS CAUSES OF LOSS TYPE OF POLICYINLAND MARINE $ RENTAL VALUE CONTENTS BUILDING DEDUCTIBLES WIND $ $ $ $ $ $ $ $ $ BLANKET BLDG & PP BLANKET PERS PROP BLANKET BUILDING EXTRA EXPENSE BUSINESS INCOME PERSONAL PROPERTY BUILDING FLOOD EARTHQUAKE SPECIAL BROAD BASIC CAUSES OF LOSS PROPERTY POLICY EXPIRATION DATE (MM/DD/YYYY) POLICY EFFECTIVE DATE (MM/DD/YYYY) INSR LTR LIMITSCOVERED PROPERTYPOLICY NUMBERTYPE OF INSURANCE $$ $ SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) © 1995-2015 ACORD CORPORATION. All rights reserved. ACORD 24 (2016/03) AUTHORIZED REPRESENTATIVE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CANCELLATION CERTIFICATE OF PROPERTY INSURANCE DATE (MM/DD/YYYY) CERTIFICATE HOLDER 844-357-0403Hiscox Inc. 520 Madison Avenue 32nd Floor New York, New York 10022 Eagle County PO BOX 8050 Eagle, CO 81631 P100.275.796.10 A Hiscox Insurance Company Inc.10200 ALL STAR MEDIA SERVICES, INC. 1355 SAGE CT Aspen, CO 81611 X X $ 500 05/19/2023 05/19/2024 $ 10,000X X X contact@hiscox.com 05/04/2023 1355 SAGE CT, Aspen, CO 81611 DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD MTTU Hiscox Inc. 520 Madison Avenue 32nd Floor New York, New York 10022 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 ALL STAR MEDIA SERVICES, INC. 1355 SAGE CT Aspen, CO 81611 Eagle County PO BOX 8050 Eagle, CO 81631 05/19/202405/19/2023P100.275.796.10Y CGL is on BOP Form XXA X A X X X 2,000,000 0 5,000 0 4,000,000 4,000,000 05/04/2023 CGL HNOA Limit (per occurrence)2,000,000 DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD MTTU Hiscox Inc. 520 Madison Avenue 32nd Floor New York, New York 10022 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 ALL STAR MEDIA SERVICES, INC. 133 Prospector Rd,Unit 4210D Aspen, CO 81611-3390 Eagle County PO BOX 8050 Eagle, CO 81631 Each Claim: $ 1,000,000 Aggregate: $ 1,000,000 Professional LiabilityA 05/19/202405/19/2023P100.273.169.10Y 04/06/2023 DocuSign Envelope ID: F711B65B-581C-4659-B98F-D0555B51D0A1