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� USE AND LEASE AGREEMENT
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' ;' THIS AGREEMENT, made and entered into this day of
I
, 1979, by and between the BOARD OF COUNTY COMMISSIONERS i
OF PITRIN COUNTY, COLORADO, being the owner and operator of the '
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Pitkin County Airport (Sardy Field), hereinafter referred to as �
� "Lessor", Party of the First Part, and Gregory C. Murnane, dba �
� Murnane Aviation, a proprietorship, hereinafter re£erred to as __.
� "Lessee", Party of the Second Part:
"� W I T N E S S E T H : �
'
WHEREAS, the Lessor is the owner, sponsor and operator
of the Pitkin County Airport, a public airport, located in Pitkin '
County in the vicinity of Aspen, Colorado, (hereinafter sometimes
referred to as the "Airport") and at which it does make available
public airport �acilities and does make available within and
without the old Aspen Airways passenger terminal, common use, and
exclusive and non-exclusive areas; and
i WHEREAS, Lessee in addition to other services, intends
- to operate scheduled and non-scheduled air passenger service and
flight instruction, and wishes to occupy space in the old Aspen
Airways passenger terminal and use public field facilities to '
operate the same;• and
WHEREAS, arrangements have been made between the Lessor
for the use by Lessee of a portion of that non-exclusive lease
space within the Old Aspen Airways airport terminal, provided
. such use shall be for a limited period and subject to certain f
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li.mitations on use �
�.
- NOW, THEREFORE, for and in consideration of the mutual �
covenants and agreements herein contained, the Lessor and Lessee �
do hereby mutually undertake, promise and agree, each for itself �
and its successors and assigns, as follows: �
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PART z
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PASSENGER TERMINAL PREtQISES
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1.01 Letting •of Non-�xclusive Counter Area and Rental Rates i
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The Lessor does hereby demise and let to Lessee the non-
exclusive use of that area consisting o£ approximately 360 square
feet of space within the old Aspen Airways terminal shown on
Exhibit A as "Air Terminal", which said Exhibit A is attached !
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' hereto and incorporated by this reference as if recited in fu1L I
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In consideration o£ such leasehold, Lessee shall pay a rental of �I
� $150.00 monthly * on the first day of each month during the term '
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hereof. Lessee agrees and understands that Lessor may lease and �
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' make available to any other FAA and, if necessary, PUC, certified �
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air carriers portions of that non-exclusive air termina2 area j
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(indicated on Exhibit A) on a non-discriminatory basis to the �
extent that such space is available without adversely interfering
with the operations of Lessee.
1.02 Term of Lease Agreement
The term of this lease shall be two (2} years, commencinq
on May 1. 1979 and terminating on April 30, 1981.
1.03 Improvements Made
Lessee accepts the improvements on the premises as is and
agrees any additional counter, ticket and storage area improvements
built shall be at the expense of Lessee and shall conform to the
general appearance, quality and decor of the existing terminal space
and interior furnishings, and that any such improvements must be ap- �
proved in writing by the Airport Manager. �
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1.04 Utilities and Taxes '-
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The Lessor shall supply, and assume the costs ot, water, s
electricity, trash removal and snow removal, provided however, that �
' Lessee shall assume the installation cost of any and a21 additional �
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electrical circuitry, telephone and teletype apparatus that may be ;
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*All as moxe specifically described in 3ection 3.05 #
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installed hereafter by or at the reguest of Lessee. Lessee shall
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pay any and all personal property taxes assessed on the premises
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except that attributable to improvements made by the Lessor (which i
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the Lessor shall assume}. The Lessor shall supply heat to the
premises and assume all costs thereof.
�� 1.05 Vehicle Parking, Loading and Storaqe
Lessee shall comply with all location directives of i
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the airport manager pertaining to the parkinq, loading spaces
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and storage of its passengers' vehicles so as to not adverseiy i
interrupt the normal flow of vehicular traffic on the airport. �
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1.06 Li.mitation on Use
Lessee is hereby granted use of the areas hereinabove
and hereinafter described for the purposes normally associated �
with the. operation of a scheduled and non-scheduled air passenger �
service and flight instruction operation; except that, in no �
event shall any area be used as a car rental or leasing agency,
for providing hotel or lodge seservation services (including
telephone "hot lines" therefor), vending machines or for providing
taxi or limousine services; PROVIDED, HOWEVER, that the foregoing �
' shall not be construed to prohibit the p,ick-up or delivery of
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passengers at such areas by taxis or limousines or the use of ;
the leased premises for ground transportation services contracted
for by Lessee to transport its passengers by ground transportation.
1.07 Use of Non-ExeTusiVe Pub'Tic A'rea
There is granted to the Lessor the right for itself,
its employees, agents and invitees, the unrestri.eted right to
utilize the publie facilities in the non-exclusive (public) }
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waiting and concession areas of the terminal such as rest rooms, �
drink.ing Pountains and the like. �
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1.08 Relocation During Remod•eli,ng �
The Lessor reserves the right to, at any time, under- �
take remodeling, enlargement, altexation, repair or relocati,on of 4
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� Passenger terminal premises including the exclusive spaces demised
to Lessee within the terminal building provided the Lessor substi- �
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tutes for any such demised space used by Lessee reasonable and �
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coiaparable or better space, in a comparable or better location, and ;
- Further provided that said substituted space shall be lease@ �
for the remainder of the term hereof at the same per square foot �
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rental rate and on the same terms as recited herein unless other- i
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wise agreed to by Lessee.
� The Lessor agrees that before undertaking any such
remodeling, enlargement, aZteration repair, or relocation of �
- exclusive spaces leased herein, it shall notify Lesseee, be advised �
of Lessee's design requirements and give consideration to meeting
. such requirements. The Lessor further agrees to attempt to hold
any :.disruption of or inconvenience to Lessee's activities to a
minimum and Lessee agrees to make no claim for a rebate or abatement
or rents or claim for such temporary disruption or inconvenience
caused by the project; provided that if Lessee's schedu2ed or
charter business is substantially disrupted or its ability to
carry on such business is substantially interfered with, the
rent payable by Lessee hereunder shall be abated for the full �
period of such disruption or interference.
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1.09 Maintenance and CustodiaT Services �
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The Lessor agrees to provide, at its expense, structural �
maintenance to the leased premises, including the repair of damages � i
to the premises not resulting from the negligence of the Lessee, �
his agents, licensees and permittees. 3
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Lessee agrees to provide, on a daily basis, routine �'
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custodial care of its non-exclusive spaces (Exhibit A) of the said �
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demised premises including when appropriate, but not by way of �s
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li.mitation, swee in , mo in dustin vaccuumin collection of `�
P 4 PP 5. 4. g. �
trash therefrom and the deposit thereof in receptacles provided by �
� the Lessor, restroom maintenance, and, as may be requi.red from :c
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time to time, waxing and washing. The Lessor shalZ, as may in the �
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discretion of the airport manager be required, undertake from �
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time to time, at the Lessor's expense, the painting and refinishing ��
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of walls and other structural parts of said premises. �
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� 1.10 Signs
Lessee agrees that no signs or advertising displays shall ;
be painted on or erected in any manner upon its premises without j
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the prior written approval of the Airport Manager; and that signs ; .
t identifying Lessee will conform to reasonable standards established �
" q by the airport manager with respect to type, sign design, condition �
� and location. Lessee's timetables and other advertising materials �
� of like size and character may be displayed without such prior I
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� approval. � �
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i 1.11 Charter Aircraft Clause i
� The Lessor may, at its option, lease portions of and �
direct charter aircraft operators to deplane and enplane their I
passengers through the non-exclusive passenger handling and waiting
areas, but only to the extent that such deplaning and enplaning
does not adversely interfere with the operations of Lessee.
PART II
PUBLIC AIRCRAFT FACILZTIES
2.01 "Public Aircraft Facilities" Defined
As used herein, the phrase "Public Aircraft Facilities" �
� shall mean (a) runways; (b) taxiways; (c) passenger ramp and apron
� areas (other than the ramp or apron areas to or for which the
Lessor has previously, or by this agreement, or may from time to
� ti.me lease, assign or grant exclusive use), and (d) any extensions
of additions to the above and any other space or facilities pro-
vided by the Lessor at the airport for public and common use by
aircraft operators in connection with the landing and taking off
of aircraft, or in connection with operations hereinafter authorized
to be performed by aircraft operators upon the aforesaid runways,
taxiways and public passenger ramp and apron areas; but only as
and to the extent that they are from time to time provided by
the County at the airport for public and common use by the aircraft
operators.
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2.02 Public Aircraft Facilities to be Provided
Lessor agrees to provide, and to maintain in good condi- �
tion and repair at the airport, in accordance with good airport i
maintenance practzces, and, during the term oE this Agreement, �"
� to make available for use by a11 aircraft operators the Public �
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- Aircraft Facilities, and any additions or improvements thereto. '
Lessor shall remove snow and ice from the Public Aircraft Faci].i-
ties, including Non-Exclusive ramp spaces as hereinabove defined ^
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to as close to the air terminal as possible.
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The Lessor may from time to time increase the size or i
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'• capacity of any such Public Aircraft Facility or make alterations �
thereto or reconstruct or relocate them or modify the design and '
type of construction thereof or close them, or any portion or �
portions of them, either temporarily or permanently, provided
that reasonably equivalent Public Aircraft Facilities are made
available to Lessee in a reasonable time and the Lessor agrees
to attempt to keep at a minimum any disruption or inconvenience
that such projects may cause and Lessee sha1Z not make any
claims £or such temporary di:sruptions or inconvenience.
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- 1 2.03 Use of Public Airaraft Facilities r
The Lessee shall be entitled to use the Public Aircraft �p
FaciZities in common with other operators of aircraft for the a
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following purposes;
(a) Runways, for the purpose of Ianding and taking
off of aircraft
(b) Taxiways, for the purpose of ground movement of
aircraft
(c) Public passenger ramps and apron areas, for the �
purpose of unloading and loading passengers, �
baggage, freight mail, supplies and cargo to �
and from the aircraft, together with the right to
use designated portions of tkee ramps for delivery �
and pick-up of freight, cargo, and mail by ground
vehicles or other means and the right to reasonable �
use for it or its contracted vehicles servicing
aircraft, and for the purpose of performing such �
fueling and other zamp services ,
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- �(d) Any other use normally incident to the foregoing. f
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' It is understood and agreed by Lessee that the use of
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the Public Aircraft Facilities may be in common with other public
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users, upon compliance with the reasonable and non-discriminatory ;
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terms and conditions (including the payment of rates, fees and
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charges) upon which they are made available for such use and in �
conformity with the reasonable rules and regulations prescribed i
by, or which may be prescribed by the Lessor with respect to the �
uses therof incl.uding, but not by way of limitation, rules, �
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'; regulations and directives relating to safety and security of the �- "
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Public Aircraft Eacilities. In the event that the Lessor s!tall
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adopt any airport rule or regulation which shall for good cause
be unacceptable to I,essee, then Lessee shall, upon thirty (30)
days written notice to the Lessor, have the right to terminate
this entire agreement if the same sha1l not be rescinded or
modified to the satisfaction of Lessee during such thirty day
period.
2,04 Term for Use of' PUblic Aizcraft Facil'ities
Lessee sha.Ll have the right to use the Public Ai,rcraft
Facilities for a period of two (2) years, commencing on May 1,
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1979, and terminating on April 30, 1981. Thi.s Agreement may
be renewed upon terms and condi.tions mutually agreeable to the
parties hereto provided, however, that nothing herein shall be
construed to require Lessor to renew or extend the term of
this Agreement.
2.05 Rate's and Charges' for th'e Use of the Public Ai:rcra�t Fac'ili;ties
A. The rates and charges for the use of the Public �
Aircraft Faailities during the term hereof shall be as established,
an@ as the same shall be modified by it from time to time by the
Lessor within its sole discretion, all as empowered to and within
the jurisdiction of counties in the administrati.on of County air-
ports under 41-4-106, C.R.S., 1973, and the same payable in monthly
installments as hereinafter provided.
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(1) A fee for each revenue 2anding of an aircraft
computed at the rate of a dollar amount per
thousand pounds of maximum allowable gross landing -
weiqht of such an aircraft at the airport; and
a fee for each non-revenue landing of an aircraft
computed at a rate of in terms of a dollar amount ;
per thousand pounds of maximum allowable gross �
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landing weight of such aircraf£ at the airport. i
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(2) No such fee will be levied or assessed in the �
event an aircraft departs from the airport for �
— another destination which aircraft, without making
a stop at another airport is forced to abort its
flight and to return to and land at the airport
because of ineterological conditions, mechanical
or operating causes or for any similar emergency
or precautionary reason. "
B. The Lessor shall provide Lessee with thirty (30)
. � days written notice of any change in landing fee amounts, In
the event that Lessee shall determine that it is unable or unwilling
to pay an increase in landing fees as made or imposed by the
Lessor, Lessee shall have the right to terminate this entire
Agreement by notifying the Lessor in writing of its decision to
so terminate, and if it sha11 so notify the Lessor of its decision
to terminate this agreement then the right and obligations of
the parties hereunder shall come to an end at the time when
such increased landing fees are to be effective.
C, The initial rates and charges for the use of the
Public Aircraft Facilities until modified by the Lessor in
accordance herewith shall be as follows:
(1) A fee £or each landing oP an aircraft computed
at the rate of $.55 per thousand pounds of maxi-
mum allowable gross weight of such aircraft at
the airport; and a fee for each non-revenue
landing of an aircraft computed at the rate of
$.55 per thousand pounds of maximum allowable
gross landing weight of such aircraft at the
airport; provided there is imposed for each such
landing the minimum sum of $ 2.00 whether such
landing is for revenue or not.
(2) No such fee will be levied or assessed in the
event an aircraft departs from the airport for '
another destination wlii;ch aircraft, without making �
. a stop at another airport, is forced to abort
its flight and to return to and land at the airport
because of ineteroloqical conditions, mechanical �
or operating causes or for any similar emergency
or precautionary reason. �
The method and time of payment are set out in Part �
III below. �
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2.06 Use in Wartime or National Emergency
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It is agreed by Lessee that during the time of war or `
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national emergency the Lessor shall have the right to enter into I
agreement(s) with the United States Government for military use �
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of part or all of the Public Aircraft Facilities, the publicly I
owned air navigation facilities, and other areas or facilities of
- the airport, and if any such agreement becomes effective, the
provisions of this instrument, insofar as they are inconsistent -
with the provisions of such agreement(s) with the Government, i- �
shall be subordinated to those agreements. �
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PART III
GENERAL PROVISIONS
3.01 Destruction of Premises
If by reason of any casualty Lessee's exclusive ar
non-exclusive space or facilities are damaged to such an extent
that such premises are untenable in whole or in substantial
part then:
A. The Lessor will make all reasonable efforts to
provide promptly comparable substitute facilities
g in a comparable location, and such substitute
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� facilities will be made available to Lessee
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� in accordance with the schedule or rentals, fees �
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and charges for the use of the airport established
and modified from time to time by the Lessor or �
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as provided herein. ;
B. If the repairs and rebuilding necessary to restore
such premises to the condition existing prior to
the occurrence of the damage are in the reasonable
, judgment of the Lessor justified in the light of
existing or contemplated construction programs,
and can be completed within ninety (90) days from
the date on which the damage occurred, the Lessor
shall so notify Lessee in writing and shall proceed
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promptly with such repairs and rebuilding and, in
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such event the rental therefor shall be abated �
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ro rata for the period from the date of the �
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occurrence of such damage to the date upon which �
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said repairs and rebuilding are completed. !
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� C. If such repairs and rebuilding are not; in the '
reasonable judgment of the Lessor, justified in �
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; the light of existzng or contemplated construction
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proyrams, or if they cannot in the reasonable �
judgment of the Lessor, be completed within said
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ninety (90) days, the Lessor, at its option, to
be evidenced by notice in writing to Lessee may
either (1) proceed promptly with said repairs and
rebuilding, in which event the said rentaZ sha12
be abated as aforesaid, or (2) terminate the letting
thereof in which event the said xent there£or
shall be abated from and after the date of the
occurrence of the damage.
D. Nothing contained in paragraphs B or C above �
' shall be deemed to limit the Lessor's obligations
to use reasonable efforts to provide comparable
substitute facilities as promptly as possible
under Paragraph A. However,,i£ the repairs and
rebuilding contemplatec3 by paraqraphs B and C
are not completed within 90 days from the date on
which the damaqe occurs, and if comparable sub- �.
stitute facilities have not been provided to �
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Lessee within that time on terms acceptable to
Lessee, Lessee may terminate this Use and Lease
_ _ . Agreement in its entirety.
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3.02 Surrender of Premzses
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Lessee covenants that at the expiration of the term �
hereof or at the earliest termination of the letting thereof, it �
will quit and surrender all such premises in good state and con- ��
dition, reasonable wear and tear, Acts of God and other casualty I
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excepted and Lessee shall at its expense forthwith remove thereProm �
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all equipmenf, trade fixtures and personal property belonging to
it. The Lessor shall have the right on such termination, to �'
enter upon and take possession of such premises, with or without ��
process of law, without liability for trespass_ i '
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Should Lessee hold over the use of or continue to �
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occu '
py any .such premises after the termination or cancellation ;
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of the letting hereof, such holding over shall be deemed merely
a tenancy from month to moath upon a monthly rental in an amount
equal to the monthly rental required to be paid for the month
next prior to such termination or cancellation, and otherwise •
{except for the term thereof) on the same conditions as herein
or hereinafter provided,
3.03 Notices
All notices required to be given to the Lessor hereunder �
. shall be in writing and shall be sent by certified mail, return
receipt requested, to the Airport Manager, 506 East Main Street,
Aspen, Colorado 81611, with a copy to the Board of County Com- €
� missioners of Pitkin County, Colorado at 506 East Main Street,
� Aspen, Colorado 81611; all notices required to be given to Lessee
hereunder shall be in writing and shall be sent by certified mail,
return receipt requested to Gregory C. Murnane, dba Murnane Aviation, �
Post Office Box 2229, Aspen, Colorado 81611, provided that the �
parties, or either of them, may change their addresses or may
designate in writing from time to time the addresses of substitute
or supplementary persons in connection with said notices. The �
effective day of service of any notice shall be the third day after
such notice is deposited in the mail to Lessee or said Manager.
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3.04 Reports �
Lessee agrees that it shall, on or before the lOth day
of each and every month during the term hereof, submit to the Lessor ;
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by delivery to the office of the Airport Manager, the ;
following records of the preceding month's activities: �
, A. A report listing by such date the number of ;
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aircraft loaded and unloaded by Lessee at the I
� airport showing the total of such aircraft landings '
for the preceding month. i�
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� B. Passenger report showing the monthly total of ;
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revenue passengers loaded and unloaded by Lessee's �
i aircraft at the airport for the preceding month.
� C. All necessary statistics relating to gross maximum
allowable landing weights for the preceding month.
D. Number of hours of dual flight instruction given.
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E. Number of hours and type of aircraft leased by '•
Murnane to another party, �
Said reports shall be signed as correct by a responsible employee
of Lessee's. The reports shall be on a form provided by Lessee
and approved by the Lessor and the Lessor reserves the right
within reason to ask for such information or clarification of
� any matter contained thereon and Lessee aqrees to endeavor to pro-
- vide such information. Such information sha11 be kept confidential
3
for a period of twelve months from the date of receipt thereof
and after that said information shall not be published alone by
the Lessor in conjunction with the name of Lessee or reference � �
thereto but may be published only in gross; PROVIDED, that the
foregoing restriction shall not be construed to prohibit the
use and publication of such information comhined in gross with
similar statistics of all other carriers utilizing portions of �
the airport for purposes of determining the legitimate needs of �
� the Pitkin County Airport Transportation Plan after the expiration of
twelve (12) months from the receipt thereof by the Lessor.
3.05 Payments_
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Lessee agrees that it shall on or before the lOth day*of 3
each and every month during the term hereof, submit to the Lessor �
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*except the monthly rental which is due on the first day. See 1
_12_ Section 3.05 D �
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with said reports (3.04 above), their check to cover all charges
due therein and for services as negotiated by the Lessor and Lessee
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for services or for other purposes including, but not by way of i
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limitation, all Police Security charges provided by the County of �
Pitkin, State of Colorado (Lessor) , as required or as may be �
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specifically requested by Lessee. These charges are as follows: ��
A. Payment for the use of the Public Aircraft Fa-
cilities for the preceding month as set out in
2.05 above, and
B. Payment of $2.00 per hour for each hour of ,
dual flight instruction, and
.J C. Payment of $1.00 per hour for each hour of solo j
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� plane rental, and j
D. Payment of monthly rental for the non-exclusive
use areas in advance in the amount of $150.00 on
the lst day of each and every month during the
term hereof.
All such payments shall be sent to the Lessor at the
address as noted in 3.03 above or as otherwise directed in
writing by the Lessor.
Any past due amount under this section shall accrue
; interest at the rate of eighteen per cent (18$) per annum, which
said interest shall be due and payable without demand.
3.06 Indemnification
Lessee agrees to release and to indemnify and save
harmless the Lessor, its officers, agents and employees, from
- and against any and all loss of or damage to property, or in-
juries to, or death of any person or persons, including property
and officers, employees and agents of the Lessor, and from any
and all claims, liability, damages, suits, costs, expenses, �
actions or proceedings of any kind or nature whatsoever, of or
by anyone whomsoever, in any way resulti.ng from or arisinq out.
o£, the negligent acts and omissions and wrongful conduct of
Lessee.
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The Lessor agrees to release and indemnify and save 1
harmless Lessee, its officers, agents and employees, from and
against any and all loss of or damage to property, or injuries
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to, or death of, any person or persons, including property and ti
officers, employees and agents of Lessee, and from any and all claims, i
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damages, suits, costs, expenses, liability, actions or �
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proceedings of any kind or nature whatsoever, of or by anyone whom- i
soever, in any way resulting from, or arising out of, �he �
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negligent acts and omissions and wrongful conduct of officers, �
employees, agents, contractors and subcontractors of the Lessor. i
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� 3.07 Insurance �
Lessee agrees that at all times during the term hereof
or any extension hereof, it shall maintain in force such bodily
injury and property damage insurance as may be required as a j
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condition of any operating certi£icates that it is required to have j
Eor its operations and shall, if not otherwise required, main- I
tain bodily injury and property damage insuranae covering all
of its operations and activities, at or upon the airport, but with
limits of not less than $300,000/$500,000 £or liability and
$100,000 for property damage and shall further specificaliy main-
i tain in force Workmen's Compensation insurance for all of its
employees at said airport. All policies of insurance so main-
tained, except Workmen's Compensation Insurance, shall name the
County of Pitkin, State of Colorado, as a co-insured thereunder.
Lessee further agrees to provide certificates satisfactory to
the County of the kind and amounts of said insurance coverages
` refZecting tha� the County of Pitkin, State of Colorado is a
co-insured thereunder. The Lessor (County) shall maintain, at
its expense, fire and extended coverage insurance upon the terminal. �
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3.08 Laws and Regulations �
As a condition of the Agreement, Lessee agrees to cause �
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its officers, employees and any other persons over whom it has
control to obey and comply with all existing and future laws, and all �
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lawful directives, conditions of certificates and rules and i
regulations adopted, promulgated or ordered by the United States �
Government or any of its agencies, State of Colorado, or any of �
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its a encies or ��{���~�'�
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g political subdivisions including, but not by way •,�{;•�,:��.
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of limitation, the reasonable rules and regulations of the County,
' all as.may affect Lessee and its operations and activities in
and at the airport
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3.09 No Discrimination
The parties hereto covenant and aqree that (1) no '
person on the grounds of race, colour or national origin shall
be excluded from participation in, denied the benefits of, or
be otherwise subjected to discrimination in the use of said fa-
cilities, {2) that in the construction of any improvements, on,
over or under such land and the furnishing of services thereon !
� no person on the grounds of race, colour or national origin
shall be excluded from participation in, denied the benefits of, or
otherwise be subjected to discrimination, (3) that the parties shall
use the premises in compliance with all other requirements imposed �
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by or pursuant to Title 49, Code of Federal Regulations, Department i
of Transportation, Subtitle A, Office of the Secretary, Part 21, �
Nondiscrimination in Federally assisted programs of the Depart- i
ment of Transportation - Effectuation of Title IV of the Civil
Rights Act of 1964, and as said Aegulations may be amended.
3.10 Purahases by Lessee j
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Property, servi.ces and materials (except as otherwise �
provided in this Use and Lease agreement) may be purchased or �
otherwise obtained by Lessee from any person or corporation of �
its choice, and no unjust or unreasonable discziminatory limita- ; �
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tions, restrictions, charges or conditions shall be imposed by the �
Lessor against Lessee or its suppliers, for the privilege or pur- �
chasing, selling, using, storing, withdrawing, handling, consuming, �
loading, unloading or delivering any personal property of Lessee �
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by Lessee or its suppliers, on the premises granted for such use,
or for the privilege of transporting such personal property to, '
from, or on the airport, subject to reasonable rules and regulations
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for traffic control and safety. s
3.11 Cancellation by the County j
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In the event that Lessee shall £ile a voluntaxy petition in
bankruptcy, or that proceedings in bankruptcy shall be instituted `i
against it and Lessee thereafter is adjudicated bankrupt pursuant
to such proceedings, or that the court shall take jurisdiction of '.
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Lessee and its assets pursuant to proceedings brought under the 1 `t>i�l°
provision of any Federal reorganization act and such proceedings :
are not dismissed within 30 days, or that a receiver of Lessee's
assets shall be appointed and not dismissed within 30 days, or
that Lessee shall be divested of its estate herein by other
operation of law, or that Lessee shall fail to perform, keep and ;
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observe any of the terms, covenants or conditions herein con- i
tained, on its part to be performed, the Lessor may give Lessee {
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written notice to correct such condition or cure such default and, �
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if any such condition or default shall continue for ten (10) !- -
days after the receipt of such notice by Lessee, the Lessor may,
after the lapse of said period and prior to the correction or
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curing of such condition or default, terminate this Use and Lease !
Agreement by ten (lU) days written notice. In the event that
Lessee has undertaken action to correct such condition or cure �i
such default, and the same can be cured, and is proceeding ex-
peditiously thereat, the Use and Lease Agreement shall not be
cancelled (except for non-payment of fees and charges). Termination �
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under this paragraph shall be construed as a termination of the
rights of Lessee under all Parts hereof, all of said Parts being
mutually interdependent. f
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3.12 Cancellation by Lessee �
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Lessee may cancel this Agreement, and terminate its ob- �
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ligations (except those accrued prior to the date of termination) �
hereunder at any time, by sixty (60) days written notice, upon k
or after the happening of any one of the following events: The � �
termination or suspension of all Lessee's certificates of public �
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convenience and necessity or other required authority for the
carriage of mail, passengers and property to, from or through Aspen, ��
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Colorado metropolitan area or its environs; issuance hy any court
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of competent jurisdiction of a permanent injunction in any way
preventing or restrainirlg the use of said airport for purposes that
would prevent all Lessee's scheduled air service or charter operations;
the breach by the Lessor of any of the covenantis or agreements con- -
{ tained and the failure of the Lessor to remedy such breach for a
period of sixty (60) days after receipt of said written notice of j°`�
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the existence of such breach (in the event the Lessor hae undertaken `
action to correct such condition or cure such default, the same + �
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can be aured and is proceeding expeditiously thereat, the Ilse and
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Agreementshall not be cancelled); subject to the provisions of Sec. 3.01 :i?�''
with respect to casualties, the inability of Lessee to use the Pnblic
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Airport Facilities or its exclusive areas in a manner necessary
for its operation hereunder continuing for a longer period than
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sixty i60) days due to earthquake, other casualty or action taken
by the Lessor or any other authority; or the total subordination
of the rights to the public airport as set out below, Cancellation
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- by Lessee under this paragraph of this Agreement shall be termina-
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. tion of the rights of Lessee undez all Parts hereof, all said 1
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parts being mutually interdependent. ti-�
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3.'13 Proposed County Transportation System �
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Lessee acknowledges that it understands that the County is f
considering the construction and operation of a public mass
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ground transit system which may restrict or prohibit private vehicu-
lar traffic (including rental cars, and employee parking to the
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extent that the same may be practically used by the Lessee's em- �
ployees) access to the Airport. Lessor agrees that in the event
it shall construct a system there shall be no restriction upon I
the access to the demised premises for such service and/or utility
vehicles as are necessarily incident to the business of Lessee, �
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nor shall there be any restrictions placed upon the pick up or
` E delivery of passengers or freight to or by Lessee's ground
transportation carriers.
3.19 Assignment
Lessee understands and agrees that the assignment or
transfer of any rights or premises granted under this Use and Lease
Agreement shall be made only upon the specific written consent
of the Lessor or in accordance with the other terms of this Use �
and Lease Agreement (including without limitation, the provisions �
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of Section 1.01) . �
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3.15 Third Parties �
' ' This Use and Lease Agreement does not and shall not be �
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deemed or construed to confer upon or grant to any third party or �
'��"' parties to whom Lessee may assign this Use and Lease Agreement in �
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accordance with the specific written permission of the Lessor,
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and excepting any successor to the County, any rights to_claim
damages or to bring suit, action or other proceedings against �
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either the Lessor or Lessee because of any breach hereof which �
occurred prior to such assignment or because of any of the terms '
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covenants, agreements or conditions herein contained to the extent ;
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they were to have been performed prior to such assignment. 'w
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f 3.16 Waiver
No waiver of default by either party of any of the terms,
covenants or conditions hereof to be performed, kept and_.observed
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by the other party shall be construed or operate as a waiver of
4 any subsequent default of any of the terms, covenants or condi-
tions herein contained, to be performed, kept and observed by
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the other party. � '
3.17 Covenant Not to Grant More FavouYable Terms
Lessor covenants and aqrees not to enter into any lease,
contract or agreement with any other air carrier.service with
respect to the airport (including without limitation, existing
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leases, aontracts and agreements) containing more favourable
` terms than this lease or to grant to any other air carrier
rights, privileges and concession with respect to said airport
which are not accorded Lessee hereunder, unless the same rights,
privileges and concession are concurrently and antomatically
made available to Lessee.
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