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HomeMy WebLinkAboutbocc.con.030.1977 l ; :: _ � � r � ,,,, �?�r :l • `�,.,•v.,�� _ .__. ,.. .. . . _ _<_ _ _. . .. . . '� ' . .. ..� .� .. .. _. .4 .. �J�,;� Recorded at 9:15 P.M., June 2, 1977 Julie Hane, Recorder Reception Number: ����80�� � `���"' ;�.. -..� ':, aooK329 �c�$15 j LEASE AGREEMENT 3oC��� THIS AGREEMENT made this 23rd day of May, 2977, ! by and between the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, hereinafter referred to as "County" and MOUNTAIN WEST CHARTERS, INC., a Colorado corporation also doing business as Mountain West Aviation, Inc. and Mountain . ` West Airlines Corp., hereinafter referred to as "Lessee". - W I T N E S S E T H: WHEREAS, the County and Lessee did, by agreement dated July 30, 1976, enter into a leasehold agreement for the use of certain improvements located at Sardy Field, the terms and conditions of which the parties wish to amend, as herein- after specified. NOW, THEREFORE, in consideration of the mutual benefits to be derived fherefrom, it is agreed by the parties hereto as follows: � 1. Termination of Earlier Agreement �. The parties hereby terminate that certain LEP.SE agree- . d f •o nt Commissioners of Pitkin � ment entered into by the Boar o C u y �.. County, Colorado, and Mt. V7est Charters, Inc., dated July 30, 1976, and being of record in Book 315 at Page 74 of the records of the Pitkin County Clerk & Recorder, as if the term stated in that Lease had expired, it being the intent of the parties that this present Lease Agreement shall supersede and substitute for said agreement �rom and after the effective date hereof. 2. Description of Leased Premises The County does hereby Iease to Lessee, for its exclu- �, sive use (except as provided otherwise) under the terms and � provisions of this Lease Agreement, the following described real � property, improvements and facilities situated at Sardy Field � (the Aspen/Pitkin County Airport) located within Pitkin County, � ' Colorado: � ss �. GS , . � �. ii. . � is n ,::Ye. � _�_-- _ _ �,., _--- `� ' � _ _���',N;F _ �1 ;� � � ` .. . '�'��4?x�^�• . . . . .. . . .. . . ... .._ ,.. .._..... . „'__ . ...... _.__.. ._....,.. .. .�. ___ .. .. . , y„ , �1;: :r.; �� �ooK329 r�cF680 , ; That portion of Sardy Field outlined in red on the attached Exhibit A, including, but not by way of limitation, the Aviation Building desig- nated as Item 1, the hangars designated as Items 4 and 5 (except that portion occupied by the County administration as described on Exhibit B), the fue2 storage area designated as Item 7, and all improved and unimproved vehicle parking • and ramp space included within the (redJ out- lined areas on Exhibit A, except the following: (a) the area within the old Aspen Airways Terminal described in Section 1.01 oE thaf certain Use and Lease Agreement 3 of even date herewith between the County `� and Lessee, as that area may be modified ,, pursuant to Section 1.05 of that Use -1 and Lease Agreement; , �i (b) the control tower, designated as Item 2; � (c) FAA parking area designated as Item 3; � j (d) the gas pumps and tanks, designated as _� Item 6; � (e) the right oE the County, its employees, : agents and licensees, to unimpeded i.', access through, over and across the leased properties (except enclosed structures) , provided that the County, its employees, agents and licensees shall exercise this right of access ' onZy in such a manner.as will not un- :"i duly interfere with the Lessee's `; operations hereunder. 3. Term of This Lease Agreement This Lease Agreement sha11 be for a term of two (2) S` years, commencing on May 23, 1977, and terminating at midnight on May 22, 1979. "' 4. Renewal This Agreement may be renewed upon terms and conditions ;': mutually agreeable to the parties hereto; provided, however, I • i . ; that nothing herein shall be construed to Constitute an option � to renew or otherwise so as to commit the County or Lessee to J extend the term of this Lease Agreement. _ � � 5. Rent (a) Lessee agrees ;to pay the County in consideration � � ' x; for the premises, a rental of;'Itao Thousand ($2,000.00) Dollars s ,f per month, due and payable on the first day of each month during � � the term of this Agreement. Late payments shall bear interest � f at the rate of 12$ per annum and interest shall be payable on demand. 2 � i� �.�. �� � _ q . ...,..,.... _....,,-.. ._._._.__ .._..._...._... . . . .. ta :� .. .. ... .._. . . .. . .;;:..: ,...-:..__ ... �. ' . '�:e••� � .-,{�.� � . , .. l I ' h'nt' <��.r • , :.z��� _ �9 ,Y��1� i � e �•�4...���. ' �On3�9 ������. i l i (b) Any and all anticipated rental payments earlier � , paid to the County pursuant to that lease described in Para- � graph 1 hereof shall be retained by Pitkin County, it being understood that such monies are nonrefundable, the terms of . 1 d .A.1: .. that earlier agreement notwithstanding. � (c) As additional consideration for the premises, Lessee is entering into a Use and Lease Agreement of even date � -:..;. herewith covering certain areas within the administration building to be used as a passenger terminal. So long as Lessee � is a party to that Use and Lease Agreement, Lessee shall pay or cause to be paid all rentals due thereunder. � 6. Hangar Space The Lessee and its Affiliates shall have the exclusive � use of all hangar space within the leased premises provS.ded j; that one-half of the hangar space shall be made available to � the public (not including Lessee and its Affiliates) for long- � term (minimum one month) storage of general aviafion aixcraft. � This requirement may be waived only on written approval of the Airport Manager. 7. Lessee's Responsibilities In consideration of the premises, I,essee agrees to � undertake the following responsibil.ifies for the benefit of the - County: (a) Collect on behalf of, and remit to, Pitkin County a fuel fee, the total amount of which sha11 be calculated and paid to the County on or before the 15th day oE the calendar month next following the month in which such payment accrues. The fuel fee herein provided for shall be in the amount of $0.05 �: �' . � for each gallon o£ airplane fuel sold by the Lessee in other �' _. than exempt sales and shall be paid by the purchaser of such fuel � to Lessee as the County's agent. The following sales are exempt � from this requirement: � ;; (1) Any fuel consumed by Lessee or its Affiliates in their operations conducted pursuant to this Lease �` Agreement; and ��� E:uF�, L;;'° 3 � :� _, � ,. , ;:;.,J � a:�`*',;, ' . . . .. ,� . . _.. . . �_.... ' ' . ' .. � :.c: u� ....n.� '�:.,.. Mi: llt d:i.,, �• Y.�4:�iuJ.._..:._:.�.. ..�... ..�.. y v anoK3Z9 enct682 n'�¢��j'' �, �Tq Y'{.,'..:� (2) Any fnel sold by lessee to operators of � ���`' scheduled or charter airline fliqhts or other commercial ; flights with respect to which landing fees are imposed and collected. Late fuled payments bear interest at the rate of 12$ per annum, which ;i interest shall be due and payable on demand. (b) Prepare an annua2 report for the County Clerk and Re- corder, by February 15 or each year, listing make, model, year and �i type or aircraft, and the owner's name and address for all aircraft ;i renting tie-down or hangar space for periods exceeding one month at � Sardy Dielf during the preceding year; and further to provide additional :� t5 iF information requested by the County Clerk and Recorder which may be a: ct required for the assessment and collection of private aircraft Iicense +�' fees. �� �, (c) Notify the Airport Manager of each person requesting >s tie-down space for a period or periods of three or more consecutive t` >� calendar months. � (d) Col2ect and record any fees imposed by the Coun.ty for � commercial (charter) flights which terminate or are served at Lessee's `� � facilities. The fee to be chared is $1.00 per passenger with $.50 � �: thereof being retained by the Lessee and the balance being forwarded '�; to the County. In addition, there shall be collected the sum of $.50 '� :„ per l,000 pounds maximum gross allowable landing weight,and a1T of such ;� fee shallbe retained by the County. The Lessee shalZ provide passenger � rt lounge and rest room facilities to such charter operations;and;,if so � �, requested, shall further provide necessary ground services and do to t in a prompt and courteous manner at those rates established in Paragraph � 5 of Exhibit A to that certain Lease �greement between Mt. West and the � Coun�y of exen date herewith. ; (e) Direct and supervise general aviation and charter aircraft � ground traffic and the parking, hangaring and tie-down of said aircraft, k t (f) Provide cleanup services for snow removal undertaken by t the County on the ramp and aircraft parkinq areas not readily accessible � i to County removal equipment. d $ k (g) Operate the County-owned firetruck (and other " fire fiqhting equipmentl in the event of a fire, aircraft accident, � disaster or other emergency at the airport or an aircraft accident � -4- �� �. ;i 4 . t •:i4.",;�At�ti:, :.`d. .;; , - �f" _ . , ; . S��w F.Y �;; - - `�'� �;� . �!:;, r�s�: nQDKe�29 f,4Gf6� "��`>:, � � � near the airport during periods when Lessee has trained personnel � available at the airport; provided that this shall not obligate � f Lessee to employ any particular number of personnel or to maintain any personnel at the airport at any time when such ' personne2 are not reqiiired for Lessee's other operations under � this Lease. The County will fuel, maintain and repair said firetruck and equipment, and Lessee shall employ personnel who are trained and willing to operate the firetruck and other fire � ;' ,, fighting equipment during such an emergency. The County will insure the truck and equipment against loss, and agrees to � i indemnify and hold the Lessee harmless agasnst a12 claims arising � from the use and operation of the truck and equipment during an � emergency or training exercise, all as provided in Paragraph 19. � From and after September 1, 1977, Lessee's obligations under �' this subparagraph (g) shall be conditioned upon the County's having established a program that requires all commercial operators I.ocated at Sardy Field to provide trained personnel and cooperate � in the operation of the firetruck (and other fire fighting equipment) during an emergency; and, further, to facilitate the joint program, that the County will store the firetruck at a �j - central location, and provide a siren or other system to alert all trained personnel of an emergency an8 need to respond. 8. Lessee`s Operations Lessee and its Affiliates shall have the right to con- duct and carry on commercial airplane and aviation operations at the Airport including, but not by way of limitation, air charters, seheduled air service, student training, airplane sales and rentals, sight-seeing trips, airplane repairs, sale of parts and accessories and all operations incidental thereto. Lessee shall at all times provide in an efficient, lawful and courteous manner the terminal services usually provided by a fixed base operator of airports of comparable size, including, but not exclusively, airplane stqrage and/or parking, sale of �: ` airplane fuel (at least two grades) and oil, and operations �; . incidental thereto, providing that nothing contained in this �: �S: . � 5 .� 1 .,�ry�. ;, : . � ;,, _ �, � � , ��`rt����'w __._ . ._ __ � �� �:"isyi" �ooK32� rncE�i84 �.�`��_ y i ; paragraph or this Lease shall be deemed or construed to consti- � 3 tute an exclusive aeronautical activity in violation of Section � 5 , 308a of the Federal Aviation Act. � 9. Constructiori of Buildings �;_ . i Le'ssee shall have the right, with the County's prior � ` written consent, to construct buildings and similar improvements � ` upon the premises; provided, however, that the County retains the right to specify building size, location and exterior materials so as to guaranty th2 compatability of any new structures with those already at the site. All such buildings and improvements shaZl be af substantial construction and good quality materials, and shall be constructed in strict compliance with then applicable laws, ordinances, airport master plans, and regula- tions of the United States of America, the State of Colorado, ;� the County of Pitkin, and the Federal Aviation Administration. � Lessee shall construct all new buildings at its own expense and make timely payment to the architects, Iaborers, materialmen � � and contractors performing labor upon or furnishing material �.:+ ,, -? to be used in the construction of any buildings constructed by ,., " Lessee. Lessee acknowledges and agrees that nothing herein 'i shall authorize or empower Lessee, oz any person dealing with it, to charge the fee titZe or any interest of County tYterein with mechanic`s or materia.Imen's liens or any encumbrances of - �:. � any kind. �; 10. Subleasing of Improvements � (a) Lessee shall establish hangar rates for public use `;� of on�-half of the hangar areas as anticipated in Paragraph 6 of this Lease Agreement, the amount and terms of such payments to be within the discretion of the Lessee; provided, however, ;� that rates for those areas shall be uniform for aircraft of the � .:i same type, and hangar space made available to any prospective ". users, all to the end that allocation of public hangar storage � - space shall be nondiscriminatory. � 1b) Lessee shall have the exclusive use of its airline ;; � and office space areas of the former Aspen Airways Terminal �: � � t; ' 7 � 6 �`- � ':. � <. r il xl ::�° �. - � - -u . t� �s '�', ' .. , ._ai-'. ..i!t: ' :f�:; . . . _... .- .... . . ..- � ... . ,. _ .... ... _. _� . . _.. _.. .._ ..:: � }' �: �:' � 800K329 �c��85 ,:��:. ��;, , : Building, but it shall make avai.LabSe, to any FAA and, if necessary, PUC certified air carrier operator, space within �:�' s.: r.: the former terminal area for its air carrier operations on rea- y sonable terms and conditions to the extent such space is availa- �`: � t ' ble. The criteria and formulas for such subletting are outlined � in that certain Use and Lease Aqreement between the County and ��_ Lessee of even date herewith, and all revenues. received by Lessee � �� by reason of any such sublefting shall be retained by it for its r� � ': exclusive use and benefit. �: . �� � ... .. ..._.... .. ... . .. . . .... . . ... . . ... . . . . . . ..... .._ ._. .. . .. . (' . 11. Compliance with Applicable Laws [.� •« (a) Lessee agrees to operate the premises leased for �� - �� the use and benefit of th2 public. � �" (1) To furnish good, prompt and efficient ser- � � vices adequate to meet all the demands for its services F� ° � at the airport; � x (2) To furnish said service on a fair, equal, � and nondiscriminatory basis to a1Z users thereof; and ;� � ' (3) To charge fair, reasonable, and nondiscri- � , minatory dispounts, rebates, or other similar types of u z . price reductions to volume purchasers. �: The Lessee, his agents and employees will not discriminate against s any person or class of persons by reason of race, color, creed, � �: or national origin in providing any services or in the use of "".'' any of its facilities provided for the pubiic in any manner � � prohibited by Part 21 of the Regulations of the Office of the �' Secretary of Transportation. The Lessee further agrees to comply y with such enforcement procedures as the United States might demand � q that the County take in order to comply with the Sponsor's Assurances. _s`. (b) It is clearly understood by the Lessee that no � , right or privileqe has been granted which would operate to prevent �.', any person, firm or corporation aircraft on the airport from � R ' performing any services an its own aircraft with its own regular � : � employees (including, but not limited to, maintenance and repair) $ �. � that it may choose to perform. F �. �.. � 7 �, ;o i; _ � �i•.: .�- 'd'�i . �:r .4�i:_:r'� . � �FM!,'3��s' z'"4i. . . . . .. . �. ��4�' k♦,g;: ...:,.�'f�-...: aaoK329 ��cE6c��i i i (c) It is understood and agreed that nothing herein � 1 contained shall be construed to grant or authorize the granting � 1 of an exclusive right, except the exclusive right to use the ' leased premises described herein subject to the rights of the � County specified in Paragraph 2. (d) Subject to the provisions of Paragraph 15, the � �. County reserves the right to further develop or improve the { landing area of the airport as it sees fit, reqardless of the � desires or view of the Lessee, and without interference or hindrance. � (e) County reserves the right, but shall not be obligated � `, � to Lessee, to maintain and keep in repair the landing area of the airport and all pulilicly owned facilities of the airport, together with the right to direct and control all activities of Lessee in this regard. (f) During the time of war or national emergency, � County shall have the riqht to lease the landing area or any part thereof to the United States Government for military or naval use, - and, if such lease is executed, the provisions of this instrument insofar as they are inconsistent with the provisions of the lease to the Government, shall be suspended. (g) County reserves the right to take any action it considers necessary to protect the aeriaZ approaches of the airport against obstruction, together with the right to prevent Lessee from erecting or permitting to be erected, any building or other structure on or adjacent to the airport which, in the �` opinion of the County, would limit the usefulness of the airport �' or constitute a hazard to aircraft. � (h) This Lease shall be subordinate to the provisions �. � of any existing or future agreement between County and the United ° States, relative to the operation or maintenance of the airport, � the execution of which has been or may be required as a condition � ` precedent to the expenditure of Federal funds for the development �R � of the airport. t:; � z;; s.: � : � 8 �:£ R t�S ' r � . . _ ;a : L.'':'•+.�.�•1'.h�. • `., _ 2 S �4* .._L .:1 . . . . � d�• {:: � . ' �l�r �ti. °.v��� ��,�: ,�,.::,�,; , .:� 000K32�3 ►:uf6�� ; (i) Lessee shail use the Ieased premises solely for � � airport purposes as hereihabove set forth in Paragraph 8, and � � in so doing shall enforce and comply with all applicable laws of � the State of Colorado and the United States of America; xules ! 1_ and regulations of the County of Pitkin; as well es any and all bureaus, departments and agencies of said County, State of � Colorado or United States of America, as they may be amended from � time to time. � . : � ` (j) Lessee agrees to comply with the notification and �. � : review requirements covered in Part 77 of the Federal Aviation � Reguletions in the event any future structure or building is �. planned for the leased premises, or in the event of any planned � modification or alteration of any present or future building � or structure situated on the leased premises. � � (k) There is hereby reserved to the County, its � successors and assigns, for the use and benefit of the public, � 4 a right of flight for the passage of aircraft in the airspace � a above the surface of the premises hereby leased, together with t��-�.' the right to cause in said airspace such�noise as may be inherent � in the operation of aircraft, now known or hereafter used Eor s' h._ : navigation of flight in the ai�, using said airspace or landing � � at, taking off from or operating on Aspen/Pitkin County (Sardy � Field) Airport. � (1) Non-compliance with provisions (a) through (k) � above shall constitute a material breach thereof and in the event {t of such non-compliance the County shall have the right to ter- f minate this Lease Agreement, and the estate hereby created, pursuant to the provisions of Paragraph 15 hereof, without liability therefore or. at the election of the County or the United States either or both said governments shall have the right to judicially enforce said provisions (a) through (k) . � 12. 8now 12emoval t i County shall, subject and secondary to its obligation � to maintain cleas roads and runways, remove snow from those areas � • fl s n �. u � Y, 9 �t , �'! r .. .,_ ,: .._ ... _ _ _ ., ,; , ;:+ , _ _ . _. _ ._....., ...... _ _ �'::.. _ :� G 4 � ! . � � ' (�� .,,ro{.. � ' . �.r'��".ih'iA,'I�'� ... . .. .. .. ... .. . . . . .... ���� !k'SN.� .y',`w: sooK3�9 r,5cE68$ '���`� included in the Lease which are open to public use and which are a � used for storage, parkinq and passage of vehicles and airplanes .; in the same manner as it performs snow removal on portions of ; the airport outside this Lease; provided, the County need not n � � enqage in the movement of parked aircraft and vehicles to � � >� 4+ � . accomplish such snow removal. The parties agree that such snow � removal under and about such vehicles and aircraft shall be the � responsibility of Lessee. ��"' i 13. County Reservations � County reserves the right t�o" di�ect and control a11 �'I��t9� activities of Lessee on the �i.� landing, texiways and ramps of the airport in the event of an emergency or if Lessee's operations are interfering with the use by others of the public landing, taxiways and ramps of the airport, and to further develop ��; and improve said airport as the County, in its sole discretion, may deem proper. County further reserves the right to inspect E � the improvements and buildings on the leased premises 8urinq the B . 3 period of any construction and at all times after construction § and during the term of this Lease or any extensions or renewals, � for the purpose of ensuring compliance with the terms of this �` - b. Lease, and any and all applicable Federal, state oz local laws � . or reguZations. � 14. Subordination to Agreement with iJ.S.A. �. ' Subject to the provisions of this Paragraph and Para- � s, � graph 15 if by reason of any existing or future agreements between �' the County and the United States of America relative to the � operation or maintenance of the airport, it becomes necessary � i to modify oz move any zmprovements oY structures owned by Lessee � on the leased premises, Lessee agrees to modify or move such y s � improvements at the expense of the County. 15. Term'ination and Modification � , Y If Lessee fails to pay any rentals provided for herein � � or to perform any of the covenants on its part herein contained, � County may, at its election, terminate this Lease Agreement by �,`t giving Lessee 30 days written notice, addressed to Lessee at � � ri ta .�� t, lp j% 'i ::, _ _ .. .. ,,.,. .:.__ _. ;. . r, _. .. .. . , _ , � � J� . i. _ ' . ' .. C- f � X'.hs.v.c6.a�'� . . . . . . . .. -�:. . ..:..._. . . .... ..,.._. �.. .. . . . .. .. .... ... ad. . . . � . o:�.�y�.. rf::. 300K 3Z9 PACE sS� ° �, ;, ;:": k ;',� the airport, by United States ceri:ified mail, return receipt � �a � requested. Such notice shall specify the covenant or covenants � 1 �.;;f which Lessee has failed or is failing to perform. If Lessee �;;; fails, within such 30-day period, to remedy or perform any �3 =:� covenants then in defauZt, this Lease Agreement shaZl, upon the y., �: expiration of said 30-day period, be fully terminated. � t ". '' The premises leased by this Agreement shall be subject =�;� to modification at the instance of and in the sole discretion of � ' County if, in the opinion of County, the area hereby leased is � ,� ;;;:'a 'wholly or partia.Zly needed for other operations at said airport "� or should be abated or entirely changed because of other operations ;.>� � ,,; ------ ----b `7T� (including without limitation those contemplated by Paragraph 14� : '=�i provided that, in the edent of such modification, County shall - make another area on said airport available to Lessee for its �: operations hereunder during the term of this Lease Agreement, at };� no increase in rent and upon all the terms of this Lease Agreement, '� move existing buildings to such new area or modify or construct such ' improvements at the County's expense, and replace at the new loca- :� ' tion other equivalent improvements such as ramps, taxiways and ;,;. utilities. Such other area sha].Z be of equivalent size, shall have comparable facilities and shall be situated with comparabZe access to the main runway if such location is then available. In the event that the County forces a relocation of Lessee's opera- tions pursuant to this Paragraph 15 or any other provision of ;: this Lease Aqreement, the County agrees to schedule its prepara- f tion of the relocation area and Lessee's move to such area in a �manner that wi11 result in no interruption to the Lessee's opera- tions under Paragraph 8 hereof. � .. " __ - ----...-___. _____..____ _ _. _.__.._..--._�� Tf the County proposes to make another area on said �� �:�: airport available to Lessee for its operatzons and such area does ,�� not satisfy the requirements of the immediately preceding sub- � paragraph, Lessee may terminate this Lease hy written notice to � the County, If any of the operations by the County or the United �� States of America permitted by Paragraphs 11(d) , 13, 14 or 15 or �� , � . I'�• r�:�• -1Z- ':`s'` +'�ztt n ,l '; __.._._ �--� is . : s � � . ''rF�.r„Sy°-r:�'. � _ � � _.. . ... ._. . _. , . ��. : .. ... _.._ .. ,....' . -,. .. . � �. � �� �a,5 _ J�: iZ., sooK 329 Pnc�6�0 � - i � : any of the other provisions of this Lease Agreement, any casualty � Sk or any other occurrence not within the control of Lessee causes a � substantial interference with Lessee's operations for more than � � one week, the rent hereunder shall be abated during the full period ��- ` Y of such interference. Except as provided in the first sentence � . g ' of this subparagraph, if the County fails to perform any of the - covenants on its part contained in this Lease Agreement, Lessee may, at its election, terminate this Lease Agreement by giving the �'ti ; County 30 days written notice, by United States certified mail, � '' return receipt requested, specifying the covenant or covenants a :i i ' which the County has failed to perform. If the County fails, �{ within such 30-day period, to remedy or perform any covenants then j � in default, this Lease Agreement shall, upon expiration of such j ;� t � �i 30-day period, be fully terminated. � _� ,:i + ;� 16. Rights of Seizure .y i ;`� County shall not be liable in any respect to Lessee in ; : �� the event of any seizure of all or any part of the leased premises � rr� i ;, by the United States of America or the State of Colorado in time � ,,3 of war or other national emergency. Rent otherwise payable to �;� Lessee shall abate during such period, to the extent that such . seizure substantially interferes with Lessee's ability to conduct j ':! its operations. �:3 17. Fire Insurance i ' � �� The Lessor shall carry fire insurance to the insurable � ?� value of the structures leased in which Lessee and County shall ,,i � be named insureds as their interest may appear, and in the event ? 1 �� of partial or total destruction by covered casualty loss, the :�?; ;j proceeds shall be used to restore the premises to their former �, :; ' _r� condition, and equitable abatement of rental shall be made during � ,� '.� periods of non-use because of such casualty, provided that Lessor " does not undertake or agree to expend money in excess of insur- �� K^ �� ance proceeds toward repair or restoration of such structures, �� but will use the proceeds of insurance for such purpose if � Lessee contributes sufficient additional money to restore the z: same to usable condition. �' - . � . • ; _ s Y� -12- ___. . � ;: � !es X• �'^ . .. .� ...... ......._._.. , ..:... � � ., ,.� _: . _ . f . _-s ,� ,�' 'f � _ � . ._.���:: ' ' _ .-.. '.`n . . . irY,i�. •fj. 18. Maintenance of Facilities ���t�� �����i(]� ;;' t'r U y �"'": During the term of this Lease or any renewals or exten- t_ sions thereof, Lessee will provide prompt and regular service and r ; ':; _ {�;;: will maintain the leased premises and the business conducted �� thereon by Lessee in such a mannez that the leased premises and �.;r` fi business conducted thereon will be a credit to the airport and � ' F � the County. Lessee will service and maintain a public waiting � , � room and restrooms in a neat and clean manner, keeping the same `� c� open and providing service to the flying public during normal `'�� tower operating hours. Service to be provided by Lessee shall � F� '..� include public telephone service, weather inEormation, unicom radio � service, directions and general supervision. Lessee shall have �' the right to use such space and make such arrangements as are y reasonably necessary to carry out these duties. Lessee agrees to comply with all rules and regulations of the County which are r,. now in effect or whzch may hereaPter be adopted by the County; � - r � '_::�.._.... � provided that nothing in this paragraph shall be construed to � * obligate Lessee, its successors or assigns, to create or construct `;; - any additional facilities on the leased premises. ; � Lessee acknowledges that the County has recently made improvements to the area of the Administration Building (Item 5 on . �:��:s�� � � � . '? Exhibit A) , which improvements are satisfactory to Lessee and the � ' � County is relieved from further obligation to make improvements � with respect thereto. The County assumes the responsibility for maintenance of > parking lots, ramp areas and taxiways, the exteriors of the leased �< , structures, and the replacement of any doors on the large hangar. All other mairttenance and utility costs shaZZ be borne by the Lessee. 19. County Non-Liability Exceptions Except as hereinafter specifically provided, the parties mutually agree that nothing contained in this Lease; nor.the operations to be conducted hereunder, shall in any way be construed � : to constitute the parties hereto as partners and in no event shall � County become liable for any loss which may result from the opera- � , tions of Lessee upon the leased property, nor for any indebtedness � incurred by Lessee in the operation of its business conducted on � the leased premises. Notwithstanding the foregoing, it is agreed � �` �`,: u. _ � 13 `� '� f:T �� _ I:. : . i't - ..... . . .:.::. � ,::s. .: ..;...,. _. _.. . , _. � � _ . . . . . .. . . . ... . . .......�. .. . ..� .c:, - ? ' , ,i! ;��' . . . . ��-S4�p.�:�'.:'_:��. ' . . S �.. . `��,�::��°` _ . . .. fp�;_ . i�{��,tt��S;<'. . �'�LH: �onk�29 rncE 69� � ;� that any services performed by the Lessee or its personnel pur- ;i suant to Paragraph 7 hereof shall be deemed to have been performed s at the instance of and as the agent of the County. The County ;� # shall indemnify and shall save harmless the Lessee, its employees, � � agents, and servants, of� and from any and all claims, demands, � ' 4.' k damages, actions, costs, and expenses of any nature in any manner u, arising from any services performed by the Lessee or its personnel � . � pursuant to Paragraph 7 hereof unless Lessee or its personnel's !'`'- �z ._ � actions constitute gross negligence or intentional or criminal � - � act of wrong doing. The County shall provide evidence satisfactory �� '- � to Lessee that Lessee, its empl.oyees, agents and servants, in � : x, I the performance of any services for the County pursuant to Para- � graph 7 hereof are fully and adequately covered by the County's �, public liability insurance. - 20. Indemnification and Public Liability Insurance Except for the performance of services under the provi- �: ' } '? sions of Paragraph 7 hereof, Lessee agrees to indemnify the County � ; and hold it harmless from any and all claims, demands, charges, � actions, costs and expenses of any nature in any manner arising � �from (a) Lessee's airport operations hereunder, or (b) the opera- tions of any person or corporation acting by, through or under Lessee or any of its renters, lessees, sublessees or customers � hezeunder. For this purpose, Lessee agrees to provide an8 �' � =i maintain, during the term of this Lease, public liability insurance in the name oE the County and Lessee with coverage in the amounts of $100,000 per person and $300,000 per incident. Such insurance b shall be maintained with a company or companies to be approved � by County and such polzcies of insurance shall provide for 30 � � days written notice to be given all parties in interest prior � to any cancellation of such policies by the insuror. The expense � of such insurance shall be paid by Lessee. The certificates of insurance shall be deposited with and retained by the County and shall be subject to County approval. �. � �' k. 14 1� a � . � ' . ,:r'r:: , . 1 !: ' . .':.'.�;..,x:;_ ' . , . _:�s::' . . ...... .. . .. . _ . i.i�:c�;; i.'y��= 800K��9 f�G:�t�e� ,, '� ' ;; 21. Employer`s Liability Insurance Lessee agrees to comply with all of the provisions of i the laws of the State of Colorado and the United States of America �� ;i . pertaining to Employers' Liability Insurance, and fuzther agrees � �f ' � that it will i.nsureand keep insured all lia3iility fo� coinpensation :�' ' under the Workmen's Compensation Act of the State of Colorado. ;� =` ;:� 22. Assignment � r`: Except as provided in the following sentence, without `"`' 3 . the written consent of the Count � ` y, which consent shall not be � unreasonably withheld, Lessee may not assign this Lease or grant � ' f�, additional concessions, or assign this Lease for security purposes. .'•_.` t �4 Lessee may at any time assign this Lease Agreement or any riqhts ��, 4� or obligations hereunder to any A£filiate of Lessee without obtain- � ing the consent of the County. Upon receipt by the County of an � ,R, `. ;� instrument by which such an Affiliate assumes all of Lessee's obli- , E � gations and liabilities hereunder, such Affiliate shall be substi- r; tuted as the "Lessee" under this Lease Agreement and the former Less- ee shall be released from all further liabilities and obligations � �a under this Lease Agreement. t .� �� , _ _. _ 23. Bankruptcy � It is mutually agreed that if a proceeding in bankruptcy, (� r,•w�-� �, receivership or insolvency shall be instituted or filed by the a Lessee, or if any such proceeding is filed against Lessee as �> F:� bankrupt, defendant or insolvent and remains undismissed for a �> period of 30 days, or if the Lessee or any of them shall enter � into any arrangement or composition with its creditors, then in � any of such events this Lease shall be immediately terminated ?� ' and the Lessee shall forthwith remove all machinery, temporary � •- structures, equipment, tools and impZements owned by it, and � shall have no right of access thereafter to the said premises. � 24. Agreement Binding � This Agreement shall be binding upon the heirs, succes- � ., sors, personal representatives and assigns of the parties. �' � � � . 15 �;. � �� 4 •�TJYr���e` . � '�, ' � � ; : ���p��3.. • .�:.P;r„-�Ij�+. . � . � . ..,-. .... .. .._ . ...__ _. ... -. _ �„� P: �,�i eaoK329 rnc�6�4 � u �, 25. County Transportation Policy � i� In recognition of a County's desire to implement a � mass transportation system, Lessee will provide a shuttle service � for passengers and their baggage, whether they be charter, � commercial or private aixcraft passengers who are making flight � connections between Lessee's facilities and the County air terminal � � located at the southeast end of Sardy Field. When ground trans- � porta�ion to or from points located off Sardy Field is requested� �� -�. Lessee wi1Z promptly relay such request to the public transportation companies licensed to perform such services, including the County transportation system. No rental car agencies, telephone outlets, or other means of advertising or encouraging the automotible rental business shall be allowed on the premises or anywhere within the Lessee's leased area. County retains the right to install and/or designate transit right-of-way upon leased premises, without compensation to Lessee, provided said right-of-way does not sub- , stantially interfere with Lessee's operations. � ��26. Definition of Affiliate T As used in this Lease Agreement, an "Affiliate" of <<, Lessee shall mean any corporation (whether now existing or here- � ' j after formed or acquired), a majority of the outstanding stock of ��' which is owned by Lessee or any one or more o£ the present share- ���"� ;G� liolders of Lessee. References herein to the operations of Lessee Rl also shall include the operations oE any Affiliate of Lessee. �r� Purchases and sales of goods and services between Lessee and any � Affiliate shall be deemed to be intracorporate transactions be- �. ��' tween different divisions of the same corporation and shall not �`� be treated as transactions with third parties. �� `. ' - . _._ .__._ _ . _ . 27. Eff2ct r� �,�. ' Nothing contained in this Lease Agreement shall be � �'.. t� deemed to restrict or otherwise affect any of the rights or t� obligations of Lessee or any of its successors under the "Use and �r �� Lease Agreement" of even date herewith between Lessee and County. � ��. _ t3: -16- ����. i.u, . :i: F��: j,t � �1 _.__.__ ....__. ..._....._ _ . ,.. ,��'�u . ;�'.�;:;�-� �;r:. - �<: ;`::;:� . . .. _ _ __ _. . . - . ... . _ . . . _ • �,,, w;. �; R�32� P����95 ��`�� 28. Notices a'' �� Any notices or consent provided for herein shall be in � writing and shall be delivered in person or mailed by certified f� � : or registered mail, return receipt requested, postage prepaid, �, ; to the � party for whom intended at the address set forth below: Lessor: Board of County Commissioners � - Pitkin County Courthouse � 506 East Main Street ;; � Aspen, CoZorado Slbl7. �, .` . ; Attention: Airport Manager . � , ' _ _ _ _ _ - : _ t � _ ` �� �� � r ;; Lessee: �j�u.y,�.�i�c �lin,yY/�if�.7',�.� �., - S rdy Field ' �;f P. O. Box 1227 ' - Aspen, Colorado 81611 c� Attention: President Either party may change its address by written notice to the other party. Notices or consents are deemed to have been given effective as of the date o£ delivery+if personally delivered and as of the third day after mailing if mailed. IN WITNESS WHEREOF, the parties hereto have set their names and seals on the day and year tirst above written. LESSOR: THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO , --.:.�.... � l/1/ �// // � . l)t / ( ,./ = ��i�TES'P ' ?r�,�:; BYC % �"=� = :ti;� ..a ,.�:,, �c G._—Chairman � � , �: . � {'r : u �: . � � }; �' : •O ' �.C�' �C� . y�. : a .. �'. , � � .,, ��� . , ...... �''�.A.,�'�Ybt4I�� AS`,TO FORM: �'��-�/.��% � � . LESSEE: � � "� ATTEST: By �/// � �-�- �� _� . �'' , `�, �..Y. �( � ;�/ /,�i . . . �(c7 . . ::��i .�L!V . F���: ;� '§. '9i -17- �; }� _ . .._.,.._ _. ,.__ . _, _ , . �T },�,......_ _�., v�,,. . �t�,��hY �. �5�,� : " , � ".��� ,, � , . ' ;�:� ,� � . ���g �AG��g � .4 " ���, � ,j- "� . �, . �� �'� � : ' . ' `� � 11 > ::��; . � , .. , ts►�`� �(�.'�' ,--�.�� " , !i. �� - ,!;=i �, r, `-; / -�.�— � , . !.`a .�,; 'A'4.?, S�'. � �� . . :� ;�kc1 ; � p (i I <: �� �., �, � ,;. II � , `; . �., p '��:; � `' li ":� _ ��� ��`1 ';'l `�� `$-)�. `' �� , ti � • � �� +,� ;� ;1` i . 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