AGREEMEN’ ‘This Agreement (“Agreement”) is made effective this }¢ +4 day of March, 2015 (the “Effective Date”) between Mile Hi Aviation Center, LLC (*Mile Hi"), a Colorado limited liability company, and the City of Longmont, a Colorado municipal corporation (“City”) (collectively “Parties” RECITALS WHEREAS, the City owns and operates the Vance Brand Municipal Airport (“Airport”) located in Longmont, Colorado. WHEREAS, Mile Hi leases certain properties at the Airport in conjunction with its operation as a Specialty Based Operator providing skydiving services. WHEREAS, the Parties entered into a lease (“Lease”) for a parcel of property known as the South Parcel 11 SD on October 2, 2007. WHEREAS, a disagreement has arisen between the Parties regarding whether and to what extent Mile Hii owes rent under the Lease, as well as when any such obligation arose (the “Claims”. WHEREAS, the Parties are engaged in negotiations regarding the Lease, future development on the relevant parcel, and to implement measures to reduce noise from Mile Hi operations. WHEREAS, completing these negotiations will take at least three months. WHEREAS, Longmont Municipal Code 2.20.061 authorizes the City Attorney, with the concurrence of the City Manager, to settle threatened litigation for the City on terms the City Allomey deems in the best interests of the City. WHEREAS, in the interest of judicial economy and to conserve the Parties’ resources, the Parties now agree by and through this Agreement to toll any claims based on rent under the Lease and any applicable statute of limitations until such time as identified below, without any admission of liability by the Parties or in any way altering the claims, defenses, or counterclaims available to any Party hereto, except as provided herein, NOW THEREFORE, in light of the foregoing Recitals and in consideration of the mutual promises contained herein, and for good and valuable consideration, the sufficiency and receipt ‘of which is hereby acknowledged, the Parties agree as follows: TERMS 1, Payments by Mile Hi. Mile Hi shall make the following payments to the City by cor on the specified dates:© $8,000 by or on the Effective Date. © $12,281.79 by or on April 10, 2015. © $12,281.79 by or on May 10, 2015. * $4,070.45 by or on June 1, 2015. All payments made under this Paragraph shall be nonrefundable after termination or expiration of this Agreement, 2. _ Effect of Failure to Make Payments. Failure to make any of the payments specified by Paragraph 1 shall constitute a material breach and default under Section 17 of the Lease and also shall result in the immediate termination of this Agreement 3. Tolling, Suspension and Waiver of Limitations Periods. Beginning on the Effective Date of this Agreement, all time limitations applicable to the commencement of litigation, arbitration or any other form of dispute resolution between the Parties in relation to the Claims, including, but not limited to, any and all applicable statutes of limitation, contractual limitations, statutes of repose, laches, waiver, estoppel, or other defense or cause of action, legal ‘or equitable, shall be tolled until the term of this Agreement expires or the Agreement is terminated. 4, Reservation of Rights, Any defense, contention, argument, privilege or legal right in relation to the Claims that existed as of the Effective Date of this Agreement will be, and are, preserved completely and without limitation, The Parties hereby reserve all rights, claims, remedies and defenses of any kind that are available to the Parties, 5. Term of Agreement and Tolling Period. This Agreement shall remain in effect from the Effective Date until June 30, 2015, unless earlier terminated under the terms hereof. The time period that this Agreement remains in effect shall be referred to as the “Tolling Period.” 6. Expiration of Tolling Period. Upon the date of the expiration of the Tolling Period or earlier termination pursuant to Paragraph 2 of this Agreement, all applicable limitation periods, including statutes of limitations, statutes of repose, waiver, estoppel, laches or any similar limitations period and any other defense in law or equity with respect to the Claims shail commence to run. 7. Exclusion of Tolling Period. The Parties agree to exclude the Tolling Period from any calculation of time in determining the application of any statutes of limitations or repose, waiver, estoppel, laches, or any similar limitations period, and any other defense in law or equity otherwise limiting any Party’s right fo preserve and prosecute the Claims. 8% No Admission. ‘The Parties acknowledge and agree that this Agreement and any steps taken thereunder do not constitute an admission of the validity of any legal claim or defense and shall not be deemed an admission by any Party for any purpose.9. Limitation on Suit. The Parties agree that they will not file suit or otherwise assert any claim against each other in any court or administrative tribunal, relating to the existence or obligation of a duty by Mile Hi to pay rent under the Lease as of the Effective Date so long as this Agreement remains in effect. The Parties agree that the Tolling Period will not preclude either Party from filing suit or otherwise asserting any other claim against one another in any state or federal court, or other forum, prior to the expiration of the Tolling Period. 10. Amendments. No amendment to this Agreement is valid unless it is in writing, signed by duly authorized representatives of both Parties, and expressly states an intent to amend this Agreement, Any purported amendment that does not conform to the requirements of this paragraph shall be null and void. 11. Severability, The provisions of this Agreement shall be deemed severable, and if any provision is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall nevertheless continue in fall force and effect. 12, Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the Parties and their respective successors and assigns, if any. 13. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter it describes, and supersedes all other agreements that may exist, written or oral, 14, Counterparts. ‘This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute together one and the same instrument. A facsimiled, imaged, scanned, photocopied or emailed copy of an original signature shall constitute an original signature. 15. Governing Law and Venue. This Agreement shall be construed in accordance with, and be govemed by, the laws of the State of Colorado. Venue for any proceeding arising under this Agreement shall be in Boulder County, Colorado. 16. Waiver. No waiver of any provision herein shall be effective unless in writing signed by both Parties. Any such waiver shall only affect the matter, and the occurrence thereof, specifically identified therein and shall not extend to any other matter or occurrence, IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date above.Mile Hi Aviation Center, LLC City of Longmont, Colorado By Z ity Manager Aizen Her Gity AvGraey