Loading...
HomeMy WebLinkAboutECAT07-013 Alpenchef_concessionAGREEMENT FOR OPERATION OF RETAIL CONCESSION EAGLE COUNTY AIR TERMINAL CORPORATION THIS AGREEMENT, made and entered into this IZ day of December, 2006, by and between Eagle County Air Terminal Corporation, a nonprofit Colorado corporation ("CORPORATION"), and Alpenchef, Inc. ("CONCESSIONAIRE"). WITNESSETH: WHEREAS, CORPORATION is owner and operator of the passenger Terminal Building and associated support facilities ("TERMINAL BUILDING") located in the Town of Gypsum on the Eagle County Regional Airport in Eagle County, Colorado, and has the right to lease portions of the TERMINAL BUILDING and to grant operating privileges thereon subject to the terms and conditions hereinafter set forth; and WHEREAS, CONCESSIONAIRE desires to lease a certain location within the TERMINAL BUILDING to be used as a service area for a coffee concession cart, and to use certain facilities at the TERMINAL BUILDING, and to acquire certain rights and privileges from CORPORATION in connection with its use of the TERMINAL BUILDING and CORPORATION is willing to lease and grant same to CONCESSIONAIRE under terms and conditions hereinafter stated; and WHEREAS, CORPORATION has the power and authority to enter into this agreement; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and considerations herein contained, CORPORATION and CONCESSIONAIRE agree as follows: Article 1 Definitions Section 1.1 Definitions The terms and phases defined in this Article 1 for all purposes of this AGREEMENT shall have the following meanings: A. "Airport" shall mean Eagle County Regional Airport. B. "Auditor" shall mean the CORPORATION's Auditor and his authorized representative. C. "Concession Space" shall mean the space as generally depicted on the Terminal Space Plan attached hereto as Exhibit A, located within the TERMINAL BUILDING and shall include the plural where applicable. The CORPORATION and CONCESSIONAIRE acknowledge and agree that the dimensions of the CONCESSION SPACE as set forth in Exhibit A are approximate, and that for purposes of the this Agreement it is deemed to be 30 square feet. G:IADWNILEASES & AGREEAENTSIECAT LEASESIRED CANYWRED CANYON CATERING COFFEE CART.DOC cc*i c�;..-c l- Mix". fil(-t- 1 (JCS ivs 's I.;A N" 1.3 'A Ij 0 "P )I.- 0 U. D. "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 and use the CONCESSION SPACE for an indoor coffee cart 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 coffee concession cart at the TERMINAL BUILDING. CONCESSIONAIRE understands and agrees that it shall not engage in any other business on the AIRPORT under this agreement. B. CONCESSIONAIRE may display one (1) Red Canyon Caf6 sign, one (1) Allegro menu board and one (1) framed advertisement for Red Canyon Catering and one (1) framed advertisement for the Red Canyon Cafe, Eagle Location. No other 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 Manager. Section 2.3 Rights Not Exclusive. CORPORATION reserves the right to grant other CONCESSIONAIREs the right to sell food, beverages and other articles on CONCESSIONAIRE'S approved inventory in other locations in the TERMINAL BUILDING or AIRPORT, and CONCESSIONAIRE understands and agrees that its right to sell such articles is not exclusive. Section 2.4 Means of Access. CONCESSIONAIRE, its agents, invitees, guests, employees and suppliers have a non-exclusive right of ingress to and egress from the CONCESSION SPACE by a means of access located outside the boundaries of such space as specified by CORPORATION. Such access shall, without exception, be in common with such other persons (including, at the option of the CORPORATION, the general public) as the CORPORATION may authorize or permit, and the CORPORATION may at any time close, relocate, reconstruct or modify such means of access, provided that a reasonable convenient and adequate means of ingress and G:IADMUOLEASES & AGREEMENTSIECAT LEASEMED CANYONIRED CANYON CATERING COFFEE CART.DOC 2 I - .6101 n7. nA, Musby Q40 A two tic AMUvry! NQUIV VVY& M4 SISTO &R,vf(�.j lot I thi QW. -al 2antyss roms in snlyyyyc WIt: :q iIAS W;WLQj TIM! A;5QY.; x, E- s i -jo. Lf* qjy!— [vQQQjqG_QjyjvQQp(>— ".'s . i\ ;11Ma36MIAQW! QQ NIQ00004 QgQMjUG QAQU N MOSQ00 AQ 1 11 i AU Cypy": py1j)"! j>yQjf >111 Q tool 2: 1 SAN jSMR; VIqo raw"nut f;4.1'7 n r, egress is available for the same purposes. This right of access is subject to the security requirements of the section herein entitled "Security". Section 2.5 Right of Inspection. CORPORATION retains the full right of entry in and to the CONCESSION SPACE for any purpose necessary, incidental to or in connection with its obligations hereunder, or in the exercise of its functions, or for the purpose of making any inspection it deems necessary. Section 2.6 Employee Parking. CONCESSIONAIRE'S employees at the CONCESSION SPACE shall be entitled to the use of parking areas designated for TERMINAL BUILDING employees. CONCESSIONAIRE'S employees shall not park elsewhere on the AIRPORT, and any such parking will be treated as a civil and/or criminal trespass. CORPORATION reserves the right to limit the number of spaces to be made available to CONCESSIONAIRE, to designate specific parking spaces for some or all TERMINAL BUILDING tenants, to move, contract, and expand the parking area(s) designated for employee parking, and to make such rules and regulations for the use of the parking area(s) designated for employee parking, in its sole discretion. ARTICLE 3 Term Section 3.1 Term. The Initial Term of this Agreement shall become effective on 12:01 a.m. local time on December 18, 2006 and shall expire at 12:01 a.m. on May 19, 2007, subject to prior termination as provided in Article 8 hereof ("Initial Term"). Upon termination, the possibility of extending this lease for the months of June 1, 2007 through September 1, 2007 may be considered by airport management. If the parties agree to extend this lease, a separate lease extension agreement shall be executed. 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 CORPORATION in the same condition as when first occupied, ordinary wear and tear expected. Section 3.3 Holding Over. If CONCESSIONAIRE remains in possession of the leased premises after the expiration of this Agreement without any written renewal thereof, such holding over shall not be deemed as a renewal or extension of this Agreement, but shall create only a tenancy from month to month that may be terminated G:IADMR-ALEASES & AGREEMENTSIECAT LEASESIRED CANYONIRED CANYON CATERING COFFEE CART.DOC 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 aggress, without offset, deduction or abatement, to pay CORPORATION as compensation for the rights and privileges granted by CORPORATION, three hundred dollars ($300.00) per month, for the term of the five month lease, first payment being due upon execution of this agreement. Thereafter, CONCESSIONAIRE agrees to pay three hundred dollars on or before the eighteenth day of each month during the term of this agreement. Section 4.2 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 4.3 Place and Manner of Payments. All sums payable to CORPORATION hereunder shall be made without notice at the following: Eagle County Air Terminal CORPORATION c/o Eagle County Regional AIRPORT Manager P.O. Box 850 Eagle, Colorado 81631 or at such other place as the 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 ARTICLE 5 OPERATION AND USE OF CONCESSION SPACE Section 5.1 Operations. CONCESSIONAIRE agrees to conduct its business to accommodate the public using the TERMINAL BUILDING and to operate the concession in the following manner: A. CONCESSIONAIRE shall operate the concession in a first-class manner satisfactory to the CORPORATION. Service shall be prompt, clean, courteous and efficient. B. CONCESSIONAIRE shall supply sufficient goods and products to fully stock its CONCESSION SPACE. All beverages and/or foodstuff 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: G:IADMIIVILEASES & AGREEVIENTSIECAT LEASEMED CANYONIRED CANYON CATERING COFFEE CART.DOC 1. CONCESSIONAIRE's initial inventory of goods submitted pursuant to the terms of Section 5.2 herein unless otherwise authorized by CORPORATION. 2. CONCESSIONAIRE acknowledges the existence of another retail shop in the TERMINAL BUILDING, the possibility of others during the Term of this Agreement. Although it is the CORPORATION'S intention to maximize service to the public by requiring divergent inventories between the different retail shops, no concessionaire is granted an exclusive right. 3. Without exception, prices shall not be greater than 110% of "street prices" charged in non -AIRPORT retail shops offering similar articles in the Eagle County area, and shall be subject to the approval of the CORPORATION. 4. CONCESSIONAIRE shall not in any manner misrepresent to its customers the quality or grade of products sold, the point of origin, or the size, weight or portion of food or beverage, or utilize false or deceptive merchandising terms or advertising. 5. 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 sere 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 wom by personnel in similar first-class businesses. 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. G:IADNQNILEASES & AGREENIENTSIECAT LEASESIRED CANYONIRED CANYON CATERING COFFEE CART.DOC NQW/ F. CONCESSIONAIRE shall comply with all applicable federal, state and local laws and regulations governing retail or food service establishments and shall allow duly authorized representatives of governmental entities access to the CONCESSION SPACE for inspection purposes. CONCESSIONAIRE agrees to obtain at its own expense, and maintain at all times, all licenses and certificates necessary for the operation of its establishment and to comply with all applicable health, safety and sanitary laws, regulations and inspections concerning same. G. The CORPORATION shall have the right to make reasonable objections to the quality of food or products sold, the character of the service rendered the public, and the appearance and condition of the CONCESSION SPACE. CONCESSIONAIRE agrees to promptly discontinue or remedy any objectionable practice or condition within five (5) days after written notice by the CORPORATION. Section 5.2 Inventory. CONCESSIONAIRE shall prepare an inventory indicating items to be offered for sale and prices to be charged for each item. This inventory shall be subject to approval by the CORPORATION. CONCESSIONAIRE may provide such additional items as the CORPORATION may authorize in writing. CORPORATION, from time to time, in its reasonable discretion, may require CONCESSIONAIRE to limit items that may be available for sale. If CONCESSIONAIRE adds items to its inventory, CONCESSIONAIRE shall submit the new inventory and prices to the CORPORATION for its prior written approval. CONCESSIONAIRE shall not offer for sale any food or articles or engage in any activity not specifically provided for under the terms of this Agreement, unless otherwise authorized in writing by the CORPORATION. Section 5.3 Hours of Operation. During the term of this lease, CONCESSIONAIRE agrees to keep its concession facilities open for business to the public between the hours of 7 AM and 1 PM, Thursday through Sunday of each week, unless otherwise approved, in writing, by the Airport Manager. CONCESSIONAIRE may expand its hours of operation on any day between the hours of 6 AM and 9 PM, without prior consent of the airport manager. 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 G:IADMINILEASES & AGREEMENTSIECAT LEASESIRED CANYONIRED CANYON CATERING COFFEE CART.DOC orders and checks; and operation of mechanical or electronic game devices, electronic video games, and entertainment devices. Section 5.6 Compliance with all laws and Regulations. CONCESSIONAIRE agrees not to use or permit the CONCESSION SPACE to be used for any purpose prohibited by the laws of the United States or the State of Colorado, the resolutions or ordinances of the Town of Gypsum or Eagle County, or AIRPORT rules and regulations, all as amended from time to time, and not otherwise authorized hereunder, and it further agrees that it will use the CONCESSION SPACE in accordance with all applicable federal, state and local laws, ordinances, resolutions and all rules and regulations adopted by the County or the CORPORATION for the management, operation and control of the TERMINAL BUILDING or the AIRPORT, either promulgated by the CORPORATION or Eagle County, on (respectively) its own initiative or in compliance with regulations or actions of the Federal Aviation Administration or other authorized federal agency. CONCESSIONAIRE further agrees to submit any report or reports or information which the CORPORATION is required by law or regulation to obtain from CONCESSIONAIRE or which CORPORATION may request relating to CONCESSIONAIRE's operations. Section 5.7 Compliance with Environmental Requirements. CONCESSIONAIRE, in conducting any activity on the CONCESSION SPACE, shall comply with all applicable local, state or federal environmental rules, regulations, statutes, laws or orders (collectively Environmental Regulations"), including but not limited to Environmental Requirements regarding the storage, use and disposal of Hazardous Materials or Special Wastes to the Environment. CONCESSIONAIRE shall acquire all necessary federal, state, and local environmental permits and comply with all applicable federal and state environmental permit requirements. Section 5.8 Hazardous Use. CONCESSIONAIRE agrees that nothing shall be done or kept in the CONCESSION SPACE and no improvements, changes, alterations, additions, maintenance or repairs shall be made to the CONCESSION SPACE which might be unsafe or hazardous to any person or property. Further, CONCESSIONAIRE shall not do or permit to be done any act or thing upon the CONCESSION SPACE which will invalidate, suspend or increase the rate of any fire insurance policy required under this Agreement, or carried by CORPORATION, covering the CONCESSION SPACE or the buildings in which the CONCESSION SPACE is located or which, in the opinion of the CORPORATION, may constitute a hazardous condition that will increase the risks normally attendant upon the operations contemplated under this Agreement. If, by reason of any failure by 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. G:IADMINII.EASES & AGREEMENTSIECAT LEASESIRED CANYONIRED CANYON CATERING COFFEE CART.DOC - .,*:"-' ��! *-� %: *-.-'-'. '. !; "-:,; : W. i '. ; 1. 1 -1jQ % " ; 1 IV, hi !I, ;I I. :1 :, ; ill, 'At:; AA if 40 � 1 ifit; v i Rut K V t jovapew jul; 1: tin; Awl im [&IS AQW11 . Waspown ',Tjq3Q()jj Ell V114 QpQ [ING t:7 f i c mc-; o, fit, ui yx ps"Yjas ju Q.0ic!) j(,N'3 Z*.-!U_;`� go; c; • .101 clL 10' S, AQjWWQj*WAUCOWNWWO .S•�.IO!;A Ok Mu; h. ps. OW: to, NOOK OL Imbsym pqyip 1! jy,>_- o,w;cyCl1gyQg -on LQAQUANQ OAQW 'PC; ljOHOW WU OTS Q140,91 0,kL 'Gu; y4wi blufs ji. j:.. UAT E O?tticl AS too, C�, 0: Z st PIG CA 0111 Kskschij 7 1. Ul• C1, Ll UM•j' flummb•To f1 . L'w .; F)", &.003 QA LOGO?: sit; Obskepco tit Section 5.9 Structural, Electrical or System Overloading. CONCESSIONAIRE agrees that nothing shall be done or kept on the CONCESSION SPACE and no improvements, changes, alterations, additions, maintenance or repairs shall be made to the CONCESSION SPACE which might impair the structural soundness of the building, result in an overload of utility, plumbing, or HVAC systems serving the TERMINAL BUILDING or interfere with electric, electronic or other equipment at the AIRPORT. In the event of violations hereof, CONCESSIONAIRE agrees to immediately remedy the violation at CONCESSIONAIRE's expense. Section 5.10 Noise, Odors, Vibrations and Annoyances. CONCESSIONAIRE shall conduct its operations in an orderly and proper manner so as not to commit any nuisance in the CONCESSION SPACE or annoy, disturb or be offensive to others in the TERMINAL BUILDING and shall take all reasonable measures, using the latest known and practicable devices and means, to eliminate any unusual, nauseous or objectionable noise, gases, vapors, odors and vibrations and to maintain the lowest possible sound level in its operations. Section 5.11 Accessibility CONCESSIONAIRE shall not do or permit to be done anything which might interfere with the effectiveness or accessibility of utility, heating, ventilating or air conditioning systems or portions thereof on the CONCESSION SPACE or elsewhere on the AIRPORT, nor do or permit to be done anything which may interfere with free access and passage in the CONCESSION SPACE or the public areas adjacent thereto, or hinder police, firefighting or other emergency personnel in the discharge of their duties. 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 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 furnished or 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 falls 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 G:IADMM\LEASES & AGREEMENTSIECAT LEASESIRED CANYONIRED CANYON CATERING COFFEE CART.DOC ink '. i I C34 411: 1 w :ws� TYA PCs: vpjji' ' 1'71 1'ii i4vj subp pa"I on� i:3J": -"".'-- 0! 1, it-f? U 1 oil 01 ang! pus; 1- a. 4M cc ivy fK*)"'iC.17 (Ste q ippis q w;j all jaw !pi fo c A 1: E W W i cl i 4 J! Li 2 1 1 V 10 •0 G 14 1 a JIG WIM:J0 11A SjUgM OL 10MUMIT! ah ii�: $gm co •Mum SO."" Q21: C11110-5, ul 5WqFj;18 UL Q. COOP §0 -.1 L43 CIO! 10 -ov QAH 'Ag Chi Q UqU41 P: no 405f.i. 1paw "pus, nown- 0qc1a j "40*117 1j, ;iv UTILITIES AND SERVICES Section 6.1 CORPORATION Improvements and Services. CORPORATION shall provide and maintain, water, sewer, general lighting, electrical power, a telephone line, and heating and air-conditioning for the TERMINAL BUILDING and make them available to the CONCESSION SPACE. If CONCESSIONAIRE requires additional lighting, electrical power, telephone outlets, or adjustments to the air conditioning system, such additional improvements or services shall be subject to the prior written approval of CORPORATION, and any such improvements shall be made at CONCESSIONAIRE's expense. Section 6.2 Common Use Services. The CORPORATION may establish common use services at the AIRPORT, including but not limited to cleaning, trash and refuse removal, deliveries, industrial waste handling, recycling, and security guards. The CORPORATION reserves the right to establish charges for common use services based upon documented actual costs. Trash. sewer, and deliveries will be common use services which CONCESSIONAIRE may be required to use and pay its prorata actual share; however, other common use services may be utilized at CONCESSIONAiRE's option. If required, CONCESSIONAIRE agrees to pay the charges for those common use services which are utilized by CONCESSIONAIRE. Section 6.3 Interruption of Services. CONCESSIONAIRE agrees that CORPORATION shall not be liable for failure to supply any utility services. CORPORATION reserves the right to temporarily discontinue utility services at such time as may be necessary by reason of accident, unavailability of employees, repairs, alterations or improvements or whenever by reason of strikes, lockouts, riots, acts of God or any other happenings beyond the control of the CORPORATION, CORPORATION is unable to furnish such utility services. CORPORATION shall not be liable for damages to persons or property for any such discontinuance, nor shall such discontinuance in any way be construed as cause for abatement of compensation or operate to release the CONCESSIONAIRE from any of its obligations hereunder, except as otherwise provided in the section entitled "Damage, Destruction or Loss." ARTICLE 7 Indemnity, Insurance and Bonds Section 7.1 Indemnity. CONCESSIONAIRE hereby agrees to release and indemnify and save harmless County and CORPORATION, its officers, agents and employees from and against any and all loss of or damage to property, or injuries to or death of any person or persons, including property and employees or agents of the CORPORATION, and shall defend, indemnify and save harmless County and CORPORATION, its officers, agents and employees from any and all claims, damages, suits, costs, expense, liability, actions, penalties or proceedings of any kind or nature whatsoever, including worker's compensation claims, of or by anyone whomsoever, in any way resulting from, or arising out of, directly or indirectly, its operations in connection herewith, its construction of the Concession Improvements, or its use or occupancy of any portion of the AIRPORT and including acts and omissions of officers, employees, representatives, suppliers, invitees, contractors, subcontractors, and agents of the CONCESSIONAIRE; G:IADMINILEASES & AGREEMENTMECAT LEASESIRED CANYONIRED CANYON CATERING COFFEE CART.DOC �qwv provided, that the CONCESSIONAIRE need not release, indemnify or save harmless the County and CORPORATION, its officers, agents and employees from damages resulting from the sole negligence of the County's and CORPORATION's officers, agents and employees. The minimum insurance requirements prescribed herein shall not be deemed to limit or define the obligations of CONCESSIONAIRE hereunder. Section 7.2 Insurance. CONCESSIONAIRE further agrees to secure at its own expense, and to keep in force at all times during the Term hereof, Comprehensive General Public Liability Insurance in the minimum amount of One Million Dollars ($1,000,000.00) bodily injury and property damage combined single limit each occurrence. The required insurance coverage also shall include Personal Injury, Blanket Contractual Coverage for this Agreement, and Independent Contractors Coverage. CONCESSIONAIRE shall also maintain in force during the term of this Agreement 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 employer's 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 shall be filed with CORPORATION within ten (10) days after execution of this Agreement, and said certificate(s) shall provide that such insurance coverage will not be canceled or reduced without at least thirty (30) days prior written notice to CORPORATION. At least ten (10) days prior to the expiration of said insurance policy or policies, a certificate showing that such insurance coverage has been renewed or extended shall be filed with CORPORATION. If such coverage is canceled or reduced, CONCESSIONAIRE shall within seven (7) days of notice of cancellation or reduction, but in any event more than fifteen (16) 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. A copy of the insurance representative's license, or other legal proof of his/her authorization to sign the Certificate of Insurance for and on behalf of the insurance company/companies shown thereon, must be attached to the Certificate of Insurance. Facsimile stamped signature on the Certificate will not be accepted. The Certificate must be signed by the insurance company's authorized representative. The CORPORATION will conditionally accept self-insurance under this section, subject to review and approval of appropriate County and State requirements. All preceding coverages and limits will apply. Q: ADRKLEASES & AGREEMENTSIECAT LEASESIRED CANYONIRED CANYON CATERING COFFEE CART.DOC 10 140P., 1400/ Section 7.3 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 7.4 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 workers 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 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 G:IADNUN\LEASES & AGREEMENTSIECAT LEASESIRED CANYONWED CANYON CATERING COFFEE CART.DOC I 1 F. Abandons, deserts or vacates the CONCESSION SPACE; or G. Suffers any lien or attachment to be filed against the CONCESSION SPACE, the AIRPORT or CORPORATION's property because of any act or omission of CONCESSIONAIRE, and such lien or attachment is not discharged or contested by CONCESSIONAIRE in good faith by proper legal proceedings within 20 days after receipt of notice thereof by CONCESSIONAIRE; or H. Fails to keep, perform and observe any other promise, covenant or agreement set forth in this Agreement and such failure continues for a period of more than 30 days after delivery by 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 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, reenter the CONCESSION SPACE and remove therefrom all property of the CONCESSIONAIRE and store the same at the expense of the CONCESSIONAIRE, or (2) to proceed under subparagraph C. below. If CORPORATION elects to terminate, CONCESSIONAIRE shall be liable to CORPORATION for all amounts owing at the time of termination, including but WADMINILEASES & AGREEMENTMECAT LEASESIRED CANYONIRED CANYON CATERING COFFEE CART.DOC 12 not limited to compensation due plus interest thereon at the Past Due Interest Rate together with any other amount to fully compensate CORPORATION for all loss of compensation, damages, and costs, including attorney's fees, caused by CONCESSIONAIRE's failure to perform its obligations hereunder, or which in the ordinary course would likely result therefrom. C. CORPORATION may elect to reenter and take possession of the CONCESSION SPACE and expel CONCESSIONAIRE or any person claiming under CONCESSIONAIRE, and remove all effects as may be necessary, without prejudice to any remedies for damages or breach. Such reentry shall not be construed as termination of this Agreement unless a written notice specifically so states; however, CORPORATION reserves the right to terminate the Agreement at any time after reentry. Following reentry, the CORPORATION may relet the CONCESSION SPACE, or any portion thereof, for the account of CONCESSIONAIRE, on such terms and conditions as CORPORATION may choose, and may make such repairs or improvements as it deems appropriate to accomplish the reletting. CORPORATION shall not be responsible for any failure to relet or any failure to collect compensation due for such reletting. CONCESSIONAIRE shall be liable to CORPORATION for all costs of reletting, including attorney's fees and repairs or improvements. Notwithstanding re-entry by CORPORATION, CONCESSIONAIRE shall continue to be liable for all amounts due as compensation under this Agreement, on the dates specified and in such amounts as would be payable if default had not occurred. Upon expiration of the Tenn, or any earlier termination of the Agreement by CORPORATION, CORPORATION, having credited to the account of CONCESSIONAIRE any amounts recovered through reletting, shall refund, without interest, any amount which exceeds the compensation, damages, and costs payable by CONCESSIONAIRE under this Agreement. Section 8.3 Remedies Cumulative. The remedies provided in this Agreement shall be cumulative and shall in no way affect any other remedy available to CORPORATION under law or equity. Section 8.4 Waivers. No failure of CORPORATION to insist upon the strict performance of a term, covenant or agreement contained in this Agreement, no failure by CORPORATION to exercise any right or remedy under this Agreement, and no acceptance of full or partial payment during the continuance of any default by CONCESSIONAIRE shall constitute a waiver of any such term, covenant or agreement or a waiver of any such right or remedy or a waiver of any default by CONCESSIONAIRE. Article 9 DAMAGE, DESTRUCTION OR LOSS Section 9.1 Damage to or Destruction of CONCESSION SPACE. If the CONCESSION SPACE, or any portion thereof, is destroyed or damaged by fire or otherwise to an extent which renders it unusable, CORPORATION may rebuild or repair any portions of the building structure destroyed or damaged, and, if the cause was GMI)MINUXASES & AGREEMENTSIECAT LEASESIRED CANYONIRED CANYON CATERING COFFEE CART.DOC 13 alit!; CA, 4): zuk• ot tyur qqMAI, itkq q M3:1 Wic? 1: Ap lc)4i,iiiiii SIAM KIDIANY, A ii'tQ; i. .i WepLums Cq q Mu, vo uqui NAVY 10- AINIAM, IN 01jam" '01 ash Of i "e. IOW CIE? WAS 40 "T;j T, 97 L-.7- J 1; OiA U IV uld CICIVIIA YINNOf ban Sol lwujjlj� i 'i•f oi� �-V;, ur 0, � C, j. fii -:5 u C j L ulah imp; an.::,-i ,h. ivic;W T T notCV( qu qn, -most OL "qnscy AN WA 1091V WMII VI 1*4W"MW beyond the control of CONCESSIONAIRE, the obligation of CONCESSIONAIRE to pay the compensation hereunder shall abate as to such damaged or destroyed portions during the time they are unusable. If CORPORATION elects not to proceed with the rebuilding or repair of the building structure, it shall give notice of its intent within 90 days after the destruction or damage. CONCESSIONAIRE may then, at its option, cancel and terminate this Agreement. Section 9.2 Cooperation in Event of Loss. If CORPORATION elects to rebuild, CONCESSIONAIRE must replace all Concession Improvements at its sole cost. CORPORATION and CONCESSIONAIRE shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss or damage. Section 9.3 Loss or Damage to Property. CORPORATION shall not be liable for any loss of property by theft or burglary from the AIRPORT or for any damage to person or property on the AIRPORT resulting from lightning, or water, rain or snow, which may come into or issue or flow from any part of the AIRPORT, or from the pipes, plumbing, wiring, gas or sprinklers thereof or that may be caused by the CORPORATION's employees or any other cause, and CONCESSIONAIRE agrees to make no claim for any such loss or damage at any time, except for any abatement of compensation or right to insurance proceeds provided for In this Section. Section 9.4 Mutual Waiverlinsurance 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 G:IADMIIVV.EASES & AGREEMENTMECAT LEASESIRED CANYONIRED CANYON CATERING COFFEE CART.DOC 14 VITITA ".)p .:jIsjj r;W :Mi.? 110, n 13 •1 G 10 .9' . 12 L; P*. pp"v"..'d Quu tax! swum! ru im- 0; PLO W4 07 WqK; OSAMU !WWWW MQULi HQW? "0V".,"TsWwwpm%A Ny ns, c OZ. C)j*j*,.'i:.";v!..ni,.".,*-,.- '0 f.S:: .-.WS it to • a n a v 9jul "Ny-Y 411:100 :pq op, Poo, QL OL a, Oyu ps jellu oL :SUN jou m"0" rpross. -01, Chili 11MALT&I W&AGIT&I 1pe flis j"RA till 00IIII[IT 11, \*Wk_� `.' County and the United States, the execution of which has been or may be required as a condition precedent to the transfer of federal rights or property to Eagle County for AIRPORT purposes and the expenditure of federal funds for the development of the AIRPORT or airport system. The provisions of the attached Appendices 1, 2 and 3 are incorporated herein by reference. Section 10.4 Agreement Subordinate to Ground Lease with Eagle County. This agreement is subject to the written approval of Eagle County and is subject and subordinate to the terms, reservation, restrictions and conditions of the Ground Lease and any existing or future agreements between CORPORATION and Eagle County. Section 10.5 Assignment. CONCESSIONAIRE shall not assign this Agreement or in any way transfer or hypothecate any of its interest in this Agreement without first obtaining the written consent of the CORPORATION, which consent will not be unreasonably withheld, provided that CONCESSIONAIRE acknowledges that CORPORATION need not consent to any such assignment or subletting at any time. 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 G:IADMMALEASES & AGREEMENTSTCAT LEASEMED CANYONIRED CANYON CATERING COFFEE CART.DOC 15 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 terns, covenants or conditions of this Agreement due to causes beyond the control of that party, including without limitation strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage or any other circumstance for which such party is not responsible or which is not in its power to control, but in no event shall this paragraph be construed so as to allow CONCESSIONAIRE to reduce or abate its obligation to pay the Monthly Guarantee or Percentage Fee herein. Section 10.8 Inconvenience During Construction. CONCESSIONAIRE recognizes that from time to time during the Term of this Agreement, it may be necessary for CORPORATION to commence or complete programs of construction, expansion, relocation, maintenance and repair in order that the TERMINAL BUILDING and its facilities may be completed and operated as ECAT determines, and that such construction, expansion, relocation, maintenance and repair may inconvenience the CONCESSIONAIRE in its operation at the AIRPORT. CONCESSIONAIRE agrees that no liability shall attach to CORPORATION or Eagle County, its officers, agents, employees, contractors, subcontractors and representatives by way of such inconveniences, and CONCESSIONAIRE waives any right to claim damages or other consideration therefrom. SECTION 10.9 Delay in Opening. CONCESSIONAIRE agrees that no liability shall attach to the CORPORATION or Eagle County, its officers, agents and employees by reason of any efforts or action toward implementation of any present or future plans for the TERMINAL BUILDING, or by reason of any delay in opening of the TERMINAL BUILDING, and waives any right to claim damages or other consideration arising therefrom. Section 10.10 Nondiscrimination. In connection with the performance of its rights, privileges and obligations under this Agreement, CONCESSIONAIRE agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability, and CONCESSIONAIRE further agrees to insert the foregoing provision in all subcontracts hereunder. CONCESSIONAIRE further agrees to the provisions set forth in Appendix 4, and to insert the provisions thereof into all subcontracts hereunder. CONCESSIONAIRE further agrees to the provisions regarding Disadvantaged Business Enterprises set forth in Appendix 5. Section 10.11 Not Partnership. Notwithstanding the provisions herein for payment by CONCESSIONAIRE to CORPORATION of sums based upon a percentage of Gross Revenues, it is expressly understood and agreed that the CORPORATION shall not be construed or held to be a partner, associate or joint venturer of CONCESSIONAIRE in the conduct of its business. CONCESSIONAIRE shall at all times have the status of an G:IADMIN%FASES & AGREEMENTSIECAT LEASESIRED CANYONIRED CANYON CATERING COFFEE CART.DOC 16 independent contractor without the right or authority to impose tort or contractual liability upon the CORPORATION. Section 10.12 Notices. All notices required to be given to CORPORATION or CONCESSIONAIRE hereunder shall be in writing and sent by first class mail, facsimile (with an original by first class mail), or personal delivery to: CORPORATION: Am Menconi President Eagle County Air Terminal CORPORATION P.O. Box 850 Eagle, Colorado 81631 Phone: (970) 524-8246 Fax: (970) 524-8247 CONCESSIONAIRE: Ryan Murray, Owner Alpenchef, Inc. P.O. Box 611 Gypsum, CO 81637 Phone: (970) 328-2232; (970) 390-3279 Fax: (970) 328-2232 Either party hereto may designate in writing from time to time the address of substitute or supplementary persons within the State of Colorado to receive such notices. The effective date of service of any such notice shall be three calendar days after the date such notice is mailed, the date it is personally delivered or the first business day after delivery by facsimile. Section 10.13 Paragraph Headings. The paragraph headings herein are for convenience in reference only and are not intended to define or limit the scope of any provision of this Agreement. Section 10.14 Patents and Trademarks. CONCESSIONAIRE represents that it is the owner of or fully authorized to use any and all services, processes, machines, articles, marks, names or slogans used by it in its operations under this Agreement. CONCESSIONAIRE agrees to save and hold harmless CORPORATION, its officers, employees, agents and representatives from any loss, liability, expense, suit or claim for damages in connection with any actual or alleged infringement of any patent, trademark or copyright arising from any alleged or actual unfair competition or other similar claim arising out of the operations of CONCESSIONAIRE under this Agreement. Section 10.15 Security. CONCESSIONAIRE shall cause its officers, contractors, agents and employees to comply with any and all existing and future security regulations or Security Plan adopted by CORPORATION or Eagle County pursuant to Part 107, G:IADMINNLEASES & AGREEMENTSIECAT LEASESIRED CANYONIRED CANYON CATERING COFFEE CART.DOC 17 Federal Air Regulations of the Federal Aviation Administration, as it may be amended from time to time. Section 10.16 Severability. If any provision in this Agreement is held by a court to be invalid, the validity of other provisions herein which are severable shall be unaffected. Section 10.17 Third Parties. This Agreement does not, and shall not be deemed or construed to, confer upon or grant to any third party or parties (except parties to whom the CONCESSIONAIRE may assign this Agreement in accordance with the terms hereof, and except any successor to CORPORATION) any right to claim damages or to bring any suit, action or other proceeding against either CORPORATION or the CONCESSIONAIRE because of any breach hereof or because of any of the terms, covenants, agreements and conditions herein. Section 10.18 Entire Agreement. The parties acknowledge and agree that the provisions herein constitute the entire agreement and that all representations made by any officer, agent or employee of the respective parties unless included herein are null and void and of no effect. No alterations, amendments, changes or modifications, unless expressly reserved to the CORPORATION herein, shall be valid unless executed by an instrument in writing by all the parties with the same formality as this Agreement. Section 10.19 CONCESSIONAIRE's Warranty of Its Ability To Enter Agreement CONCESSIONAIRE represents and warrants, which representation and warranty form a material part of the consideration of this Agreement without which CORPORATION would not enter into this Agreement, that it is authorized to and lawfully able to enter into and perform, and is under no prohibition against entering into and performing, this Agreement and that entering into this Agreement and performing pursuant to the terms thereof shall not constitute or cause a default or breach of any other contract, covenant or duty. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. 0 CORPORATION AIR TERMINAL President By: r r Print ndme, Title G: W DMM\LEASES & AGREEMENTSTCAT LEASES\RED CANYONXRED CANYON CATERING COFFEE CART.DOC 18 10 d - �- �r --N•- �r-- M EN E5 ES ES M re It I. f ! �.. µma...,._-..,. Ew=a...«..».a�.................�...£w..,.i _ ... ... • ■ r jj jjj(Ef � ■ r ■ K.... > r t A"two MOM _-__`-,_1---- NOAr� d ;Iglgx3 Menu retail +tax(8.4%) Cinn rolls,icing 2.95 $3.19 Muffin 2.00 $2.17 Danish 1.83 $1.98 Donuts 1.25 $1.36 Bagel 1.50 $1.63 Croissant 1.50 $1.63 Compound breads 1.50 $1.63 Choc chip cookie 1.41 $1.53 12 oz coffee 1.75 $1.90 16 oz coffee 2.05 $2.22 Orange juice 2.35 $2.55 Vitamin Water 2.35 $2.55 Hot choc packets, spiced cider .85 $ .92 Red bull 2.75 $2.98 Gatorade 1.80 $1.95 V 8 juice 1.80 $1.95 Water 24oz 1.50 $1.63 Arizona iced teas 1.50 $1.63 Coke, diet coke 1.00 $1.08 Dr. pepper 1.00 $1.08 Hansens sodas 1.00 $1.08 Candy bars 1.00 $1.08 Chips: Cheet, Lays, dorito 1.00 $1.08 Corn nuts 1.00 $1.08 Cracker jacks 1.00 $1.08 Trail mix 1.50 $1.62 Fruit snacks .75 $ .81 Gummy bears .75 $ .81 Biscotti .75 $ .81 Fresh apple .75 $ .81 Fresh Banana .75 $ .81 Granola bars .75 $ .81 12oz bags retail coffee - 10.99 $11.91