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__ USE AND L�AS� AGR�EMENT
` CA 68(81)
_ TIIIS USE ANll LEASE AGREEMENT, made and entered into this '
- � � �y�day of ��b� , 19�� by and between
_ ,
„ - THE P.OARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a
body corporate and politic and constituting a political subdivision "
, of the State of Colorado, being the governing body of the Aspen/ '
Pitkin County (Sardy Field) Airport, hereinafter referred to as -
the "COUNTI", Party of the First Part, and Rocky Ltountain Airways , Inc., ;
a corporation organized and existing under and by virtue of the ;�
,}',;
laws of the state of California ' , hereinafter referred =;;�-
to as t'�e "AIRLINE", Party of the Second Part;
W I T N E S S E T H: . s'�'
WHEREAS, the County is the owner, sponsor and operator of �
-� the Aspen/Pit}:in 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 shall .
� make available public airfield facilities and shall make availabie
within and without its passenger termiaal, comnon use, and ex- '
clusive and non-exclusive use areas; and -
>; WHEREAS, the Airline is engaged in the business of a public
� air carrier transporting by�air persons, property, cargo and mail, �:s
�
' and in which service and business it desires to use some of the
said premises of the airport; . . ' ..
NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements herein contained, the County and the `z
� Airline do hereby mutually undert�ke, promise and agree, each `�
,'4; . -
for itself and its successors and assigns, as £ollows:
� ' • i
� PART I . �
_ � ' PUBLIC AIRFIELD FACILITIES �
� 1.01 "PUBLIC AIRFI�LD FACILITIES" DEF.T.NED, ' �
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% As used herein, the phrase "Public Airfield Facilities" ` �
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' shall mean (a) runways; (b) taxiways; (c) passen9er ramp and �
' t apron �re�s {othcr tH�n thc ra^r cr apron arc�s to or for �vhich �
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• the County ha� previously, or by this agreement, or may from
time to time lease, assian or grant exc?_usive use; and (d) an�
extensions or additions to the above and any other space or
facilities provided by the County at the Airport for public and �
common use by aireraft operators in connection �vith the landing �
. �
� and taking off of aircraft, or in connection with operations �
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hereinafter authorized to be performed by aircraft operatozs upon '
the aforesaid runways, taxiways and public passenger ramp and �
apron areas; but only as and to the extent that they are from j
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time to time provided by the County, at the Airport for public and
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common use by aircraft operators. '
. 1.02 PURLIC AIRFIELD FACILITIES TO SE PROVIDED.
�- . .
The County agrees to provide, and to maintain in good condi-
tion and repair at the Airport, in accordance wit� good airport �
maintenance practices, and, during the term of this Agreement, �•o
, to make available for use by all aircraft operators the Public �v
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# Airfield Facilities, and any additions or improvements thereto.
� � . �
� The County shall remove snow and ice from the Public Airfield �
Facilities, including Exclusive Ramp Spaces as hereinafter
de£ined �.o as close to the Air Terminal as practicable. � �
The County may from time to time increase the size or capa- �
_ .t ' city of any such Public Airfield Facility or make alterations
, thereto or reconstruct or relocate them or modify the design
. and type of construction thereo£ or close them, or any portion $ �
;
or portions of them, either temporarily or permanently, provided
that reasonably equivalent Public Airfield.Facilities are made E
available to the Airline in a reasonable time and the County agrees
to attempt to keep at a minimum any disruption or inconvenience �
that such projects may cause and the Airline shall not make any
. claims for such temporary disruptions� or inconveniences. �
�
, �
, 1.03 USE OF PUBLIC AIRI'IELD FACILITIES. . ;
The Airline shall be entitled to use the Public Airfield ; �
Facilities in common with other operators of aircraft for the �
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following purposes: r
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� � � (a) Runways, for the pur�ose of the landing and .
' taking off oi aircraft.
(b) Tar.i:r�ys, for thc purpose of the ground movement
of aircraft.
(c) Public passenger ramps and apron� areas, for �
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the purpose of unloading and loading passengers, � �
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_ -� baggaqe, freight, mail, supplies and cargo to i +
and from aircraft, together with the right to use
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designated portions of the ramps for delivery and • ,j
pick-up of freight, cargo, and mail by ground �
vehicles or other means and the right to use I�'
designated portions of the ramps for operation
and reasonable parking for it or its contracted.
vehicles servicing aircraft, and for the purpbse tj
� of performing such fueling and other ramp services; a�
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all of which rights to public ramp and apron are �-
. . ��
�!-' more extensively defined in Section 1.06.
# . ' �;
� (d) Training operations of Airline. •
(e) Any other use normally incident to the foregoing.
It is understood and agreed by the Airline that the use of the
Public Airfield Facilities may be in common with oth�r public
� users, cpon 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
i by, or which may be prescribed by, the County with respect to the
> uses thereof including, but not by way of limitation, rules, ��k
'; � regulations and directives relating to safety and security of • j
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the Public Airfield Facilities. In the event that the County ; j
c � shall adopt any rule or regulation which shall for good cause be ; !
Iunacceptable to the Airline, then the Airline shall upon thirty � �
�` � (30) days written notice to the County have the right to termi- �
nate this entire agreement if the same shall not be rescinded ; �
�� or modified to the satisfaction of the Airline during such . 1 �
thirty (30) day pe'riod. '
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1.04 TERM FOR THE USE OF THE PUBLIC AIREIELD FACILITIES.
The Airline shall have the right to use the Public Airfield i
Facilities in accordance with the terms of this agreement for a �
, term commencing as of the lst day of March, 1981, and continuing
until the lst day of F4arch, 1986, unless sooner cancelled or -
terminated as hereinafter provided. %
1.05 RATES AND CHARGES FOR THE USE OF PUBLIC AIRFIELD FACILITIES.
A. The rates and charges for the use of the Public Airfield �
, Facilities during the term hereof shall be as established, and the `�
County, after affording the Airline reasonable notice and oppor-
` tunity for review, may, at intervals of not Iess than one year f
i
� and not greater than five years, re-establish rates, fees and �
� charges provided for herein, all as empowered to and within the �
' i jurisdiction of counties in the administration of county airports
��
#'r4^ under Title 41-4-106, C.R.S., 1973, and payable in monthly
'` installments as herein provided.
a w<;+� B. The County shall provide the Airline with thirty (30)
's;' days' advance written notice of any change in landing fee amounts.
-;
4�; In the event that the Airline shall determine that it is unable
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or unwilling to pay an increase in landing fees as made or imposed
° �'� by the County, the Airline shall have the right to terminate this
entire agreement by notifying the County in writing of its decision
• to so terminate, and if it shall so notify the County of its
e'� decision to terminate this agreement then the rights and obligations
of the parties hereunder shall come to an end at the time such
- increased landing fees are to be effective. i
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. ' C. The initial rates and charges for the use of the Public
Airfield Facilities until modified by the County in accordance
herewi*_h shall be as follows:
(1) A fee for each revenue landing of an aircraft °
computed at the rate of $.55 per thousand pounds of i
maximum allowable gross landing weight of such aircraft
_ ,
at the Airport; and a fee for each non-revenue landing of
an aircraft computed at the rate of $.25 per thousand
pounds of maximum allowable gross Ianding weight of
such aircraft at the Airport. �
(2) :10 such fee will be levied or assessed in the � �4
� : �
event an aircraft departs from the Airport for another
� destination, which aircraft, without making a stop at
�
another airport, is force3 to abort its flight and to
� return to and land at the Airport because of ineterological ;,.
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'� conditions, mechanical or operating causes or for any ��-
��fi similar emergency or precautionary reason.
�( i The method and time of payment are as set out in Part III below. S
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;� 1.06 RAMP S�RVICES AAID USE. �`
The Airline sha11 have the exclusive use of ramp space(s) :Vo.(s)
1,2, & 3, as shown on the 3rawing attache�i hereto mar:ced �xhibit "A"^
(Exhibit "A" shows the Air Texminal and facilities in close proximity �;
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: thereto which are the subject of this Agreement, and is incorporated
herein by reference) for the term hereof for the expeditious loading ,
' and unloading of passengers and freight and for the providing of ramp
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services to its aircra£t. If, at any time during the term hereof,
the terminal shall be expanded (as per Paragraph 2.05 hereof) to �
accommodate other air carriers the County may, by agreement with other
6
i air carriers, a11ow the use by such other air carriers of ramp space �
*Io. 1 "to services will be permitted by the Airline to aircraft �
occupying such loading or unloading positions other than those services
! �
�
(herein called "ramp services") incidental to the immediate preparation
of aircraft for scheduled departure, such services to inclu3e, among �
others, fueling, iaspection, interior cleaning, a non-routine adjustment �
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*�XHIBIT "A" Airline Use Areas, by Design i•lorkshops, Inc.
Date 5 3 75
Revised 6/20/75 �.A.R.
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� of equipment of an emergency nature or in order to insure the safe
departure of the aircraft, unless otherwise authorize3 by the
Airport Manager or by the County.
' The Airline shall have the right to perform its own ramp
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services, but if it desires to have such service per£orned by a
contractor, it sha11 employ a regular ramp contractor by which is "
�. ;
�;� meant a person or concern authorized by the County to perform
specific ramp services for turnaround services at the Airport,
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.,� including, but not by way of limitation, another air carrier i
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< authorized to use the Public Airfield Facilities in accor3ance with t�
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• � the terms hereof, a fixed base operator or the like permitted to
� do such business in accordance with the terms of agreement of such
�
�.',, person or concern with the County or any other contractor or supplier
�` or such services PROVIDED they supply or perform the services by '
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E:� agreement with the County which agreements may provide for payment �
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-----;:��'� of fees and charges and the abiding by reasonable rules, regulations, �
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���'� and directives of the County and Airport Manager as a condition of
� �`' the agreemenCs. Nothing in the foregoing paragraph shall be construed
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to prohibit the Airline engaging temporary emergency maintenance services
`�; for the emergency repair of aircraft.
;:
. Further, it is understood and agreed by the Airline that
the parking and storage of the Airline's or its contractor's ground
_�' vehicles on its ramp or apron sha11 be designated as parking and
: �; storage area `70. 1 shown on the attached E�iibit "A", which Exhibit
;;� is incorporated herein by reference. Said parking and storage area �
r"' shall be for the use of the Airline 3uring the term hereof. All such
:' equipment so parked and/or stored sha11 be in a workmanlike manner
and the area designated for storage shall at all times be kept in clear
"�` and orderly condition. "_To vehicles shall be parked as "dead storage"
on the ramp area. Overnight parking of the Airline's aircraft shall �
be allowed on its exclusive ramp space(s) on1y. �
�
, It is further understood and agreed by the Airline, that drivers ;
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and vehicles deliverino or nicking up freight, cargo, or mail at the �
freight area of the Passenger Terminal sha11 be positively directed and
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'# , controlled by a designated employee or employees of the Airline or
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F� an employee or employees of another airline or other tenant operating
on the ramp under like or similar terms as contained herein, and it
shall be the responsibility of the Airline when its employee or emgloyees
are so dizecting such driver and vehicle to 3o so in accordance with
the rules and regulations of the County and directives of the Airport �
- � � *lanager. ;
1.07 US� ICI WARTIME OR AIATIONAL EMERGEPIrY.
It is agreed by the Airline that during the time oP war or
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national emergency the County shall have the right to enter into agree- ��.
�
ment(s) with the United States Government for military use of part or
all of the Public Airfield Facilities, the pu61ic1y owned air navigation '
facilities, and other areas or facilities o£ the airport, and if any �
'� such agreement becomes effective, the provisions of this instrument, ;
�5 � .
insofar as they are inconsistent with the provisions of such agreement(s) �
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( with the Government, shall be subordinated to those agreement(s) . K
�',� ��:-
,� PART II.
� 4 PASSENGER T�RNIINAL PREMISES s
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2.01 LETTING OF EICCLUSIVE A.'VD NON-E%CLUSIVE PASSENGER TiRMINAL PREMISES.
The County hereby demises and lets to the Airline, and the
Airline hereby hires and takes from the County, the exclnsive space in
the Passenger Ter[ninal building at the Airport designated on the attached �
F
- = drawings marl.ed °xhibit "A" which drawing is incorporated herein and
made a part herein by reference, and the phrase "Air" or "Passenger
� Texminal Premises," as used throughout this Aoreement sha11 be deemed
to re£er to the aforesaid space. `
�
2.62 TERM OF L�TTI?QG
The term of this Part II of this A�reement shall coffinence
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March �, , 1981 and continue until March 1 , 1936 . In �
the event that the County shall decide Co rent the premises described �
in this Part II upon the expiration of the term hereof, the Airline
,
�
shall have a right of first refusal to meeC and matc:t the terms of any
bona fide offer made by an air carrier therefor which shall be acceptable �
to the County. The County sha11 mai.e its determination of whether or {
not it intends to relet the premises by formal action no later than '
six (6) months prior to the eKpiration hereof, and shall advise the
Airline of its decision. If the County shall decide to so re-let it may
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;1 then solicit offers for the lease of the premises, and shalZ transmit �"`"''"
• a true and correct copy of any offex which it receives and intends to
accept to the Airline. The Airline shall have a period of thirty (30)
days from receipt of such bona fide offer in which to accept or reject
the same by written notice to Che County. Silence of the Airline
shall be construed as its rejection thereof. In the event the County
has determined that it shall re-let the premises and that no acceptable
" bona fide of£ers shall be received by the County sixty (60) days prior '
to the expiration of the term hereof, the County agrees that it shall
negotiate in good faith for rental to the Airline for an ad3itional
� term hereunder. E}
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2.03 USE OF SPACE
The Airline is granted the use of the space so designated for �. �
the purposes normally associated with an air carrier's use of said �
space, except that in no event shall the same be construed to permit `'
:� occupation thereof as a car rental or leasing agency, for hotel or �-
� ��
��°f11 lodge reservations (including telephone "hot lines" therefor) or for
#� taxi or limousine services; PROVIDED, HOT�V�R, that Che foregoing sha11 E
�
� not be construed to prohibit the use of said space for ground trans- '
� �:
portation services contracted for by the Airline to transport its
passengers and/or freight by ground transportation in lieu of scheduled
flights necessitated by the temporary closure of the Aizport by bad �:,
i weather. The rights of the Airline under this paragraph of this
' AgreemenC shall also include the right by it to carry air freight
� into and out of the Aspen Airport and to make surface pickup and
�
delivery of such freight. '
The Airline shall be allowed to keep and maintain one (1) pay ��
telephone station in its screened passenger boarding area as an
i
accommodation to passengers. �
The County reserves an easement for pass-through of the Airline's �
� area bq the public in the event the Air Terminal shall be extended
�
and/or expanded, said easement being for access to public areas of the �
Air Terminal. Any such area taken by the County for such purposes shall �
abate the rental therefor pro rata, and the County shall bear the expense
i
of construction and maintenance of the area. '
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�� • There is further granted to the Airline the non-exclusive right ;
� to occupy the spaces designated as common areas for the purposes nor-
gs" �
mally associated with an Air Carrier's use of said space, except that
the use of said space shall be only in common with other Air Carriers, i
and for such other uses by way of example car rental agencies, vend- �
I
ing maching companies, limousine services, wait-listing and the like, .
but not limited thereto, as shall be allowed by aqreement between the ,
County and the operator of such use. All revenue derived under such
agreements sha11 6e the property of the County.
There is further granted to the Airline the right for itself, i
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its employees, agents and invitees, the unrestricted right to utilize }:�
�
' the public facilities within the common areas of the air terminal such
as rest rooms, drinking fountains and the like; PROVIDED, HOWEVER,
that there shall be no lounging of the Airline's employees in such � ,
� areas. Said areas shall meet the standards of the State of Colorado
�
.�
Industrial Commission, CGSHA and OSHA respecting occupancy of the �
premises by the Airline's employees. Items required by such legisla-, �^
,° '
#k tion or regulatory agencies may be situated in any areas.
� ��, Zi the said Airport Dlanager determines, on occasion, that safety
a of the public requires or, due to the lateness of the hour or for any `�
� other reasonable causes, convenience requires the use of a remote pas-
t ��
senger boarding space or area, such space or area shall be considered
�.,
as added on to the passenger boarding space of the Airline on a tem- ,``
� porary basis without additional cost to the Airline.
� Subject to reasonable rules and regulations and the provisions -
of paragraph 3.12 hereof, the Airline shall have the right to use ten
(10) employee parking spaces in the area designated on Exhibit "A" for
employee narking together with unobstructed access thereto. �/
2.04 RENTAL RATES. �
The County reserves and the Airline agrees to pay as annual rent � �
in equal monthly installments for the Passenqer Terminal Exclusive � �
($6,497.50/month) .
Space the following amount: lst year - $77,970.00 A lhe County, after E �
} �
affording the Airline reasonable notice and opportunity for review, may, �
at intervals of not less than one year and not greater than five years, � �
re-establish rates, fees and charges orovided for herein. s �
i
t i
The County sha11 provide the Airline with thirty (30) days' ad- �
�
i
vance written notice of any change in rental amounts. In the event �
�
- -9- i
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E.r� -,�..'':��
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� ��1-f�'J a -�r�,.
k "'r��Y.+ 1 , .. . __ . . -. - �'{:-s-�{rFi y� - t�;�' �u �± ,r4 )�-r� �
.. +�, �auasRacl9G'.�y.rr);a�+i�ddL':�iti16TS..:-`m6iaew�i.a..:.'. .�_�.ir...�.a.J.,.m�dw;N�.G+"::i��4.�bxSifiiR)�.15�'c�hym.ar.:wstit�it '�'�UR.L3`.S��:S 1 � � f
r - ai�.�l.��� �r..
'.�� H•"�i.....
, . � p+�'�."f'y.....�•:'•.(
;y i X^,t��::...� .
i.:. ,`',
:t..,.;..,::.
�!i ...�_-.
`�� that the Airline shall determine that it is unable or unwilling to pay
�'� .
� an increase in rental fees as made or imposed by the County, the Airline
z' shall have the right to terminate this entire agreement by notifying
�
the County in writing of its decision to so terminate, and if it shall
so notify the County of its decision to terminate this agreement then
� , the rights and obligations of the parties hereunder shall come to an �
end at the time such increased rental fees are to be effective. i
t ;
_ - �
No charges shall be made for "Remote Passenger Boarding Space." •
However, the County reserves the right, after notice and negotiation
with the Airline to, at any time, establish a reasonable per use
charge for said space if the space is being regularly and frequently �
�L='•
used by the Airline, except that such charge would not apply when the '
• � r.
space is being used as a substitute space at the request of the
, .
County as required under provisions of 2.03 above. �
�
2.05 REMODELING PASSENGER TERMINAL PREMISES. �
' The County reserves the right to, at any time, undertake re- "��
modelin = �
g, enlargement, alteration, repair or relocation of Passenqer ;�'
�� i
�s; Terminal Premises includinq the spaces demised to the Airline within ;
�;
�j and without the terminal building, provided the County substitutes for ';
: •
any such demised space used by the Airline reasonable comparable or
, better space or spaces in accordance with agreement between the Air-
,�
� line and the County, and further provided that said substituted space �i
shall be leased for the remainder of the term hereof at the same per ��;;
; ± r
�. � square foot rental rate as recited herein unless otherwise agreed to +
#
;; .� by the Airline. _
, It is understood and agreed by the County that such remodeling, (
alteration, repair or relocations shall be at the expense of the County '
unless otherwise agreed, except that the County may incorporate therein � �E
,
parts or all of the permanent structural changes o£ whatever nature as �
I
� h
may have been originally purchased and permanently installed by the � �
Airline. �
The County agrees that before undertaking any such remodeling, � �
. � �
enlargement, alteration, repair or relocation of space leased herein, � �
it shall notify the Airline, be advised of the Airline's design re- �
quirements and give consideration to meeting such requirements. The `
`. � ! �
County further agrees to attempt to hold any disruption of or incon- 4 i
venience to the Airline's activities to a minimum and the Airline agrees (
to make no claim for any rebate or abatement of rents or claim for �
� such temporary disruption or inconvenience...(continued next page) i
� -1�- '
1 i
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� � _ s' �
t �r:�'�
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E �� .,.L:' . .
..,ywiJ+arvawi - . ' . . ._:.. '. .. .. '.��.._:... .......... .... ..._..___...._��.......�...._�.._......,.............JA..:.,..........�... �.
' Fw
F� ��`�xl a
r�Lrdi:
t'��'i,;;`.'::
J • �:;;5;;
� . caused by the project, providcd that the Airline'� business is not t':::��r; --
• suLstantially disrupted or its ability to carry on its business�
is not substantially interfered with.
2.45 OTILITIES, MAZNTENANCE, AND CUSTODIAL SERVIC�S.
In consideration for the rents paid, the County agrees to
provide heat at its expense witl�in the inside areas rented herein.
The Airline shall provide electricity� water, trash removal and ; "
� " other utility services desired by it at its own expense. Snow • � '
i .
and ice removal from the area as shown on Exhibit "A"(or where �
Exhibit "A" is silent then three (3) feet outside of the space i
I
� of the Airline, i.e., the entrance .to and exits from such spaces), �F
shall be provided by the Airline. I�
. . �
. The County also agrees to provide, at its expense, structural
maintenance to said premises, including the repair ot damages to i4
the premises not resulting from abuses of the Airline or its ��
permitees' negligence or abuse. i
The County further agrees to provide on a daily basis routine ��
_ ;Y.
��� custodial care of the common areas (janitorial services to the �i
� satisfaction o�f the Airport Manager for the exclusive- space herein demised �'
being the responsibiTity of the Airline)including when appropriate,
but not by way of limitation, sweeping, mopping, dusting, vacuuming
and trash collection and, as may be required from time to time, :
. . !
• waxing and washing. The County shall, as may in the discretion �:
�
of the Airport Manager be required, undertake from time to time
' the painting and refinishing o£ walls and other structural parts ; .
� of said premises (exclusive and non-exclusivej . '
'i
�
2.07 5IGNS. , �
The Airline agrees that no signs or advertising displays �
shall be painted 'on or erected in any manner upon its premises �
without the prior written approval of the Airport Manager; and � (
that signs identifying the Airline wi11 conform to reasonable
, standards established by the Airport Manager, with respect to ;
�
. type, size, design, condition and location.
y �,
� —ii— ' �
. ;
�
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j;-"�`�'>� '�'�
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♦ r�r'''.'°"` ";.±`.r+*xrls.'.$.�5ic'a.?�r�v._„�erx...:.•��.rs,,ti .. -... _ �
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$tt:�s.$i�;:
F,.Fi:,:
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2.08 VGNUIPIG MeICHIN�S.
� . Subject to the allowance of the number of pay telephones as
provided in paragraph 2.03 hereof, no amusemen� or vending machines
or other machines operated by coins or tokens shall be installed or
maintained in or upon the Airline's premises without prior written
approval of the Airport Manager. • �
. i .
_ 2.09 DESTRUCTION OF PR�MISES. . � �
If by reason of any cause (other than that of the Airline? '
`
the Airline's spaces are damaged to such an extent that such �
i
• ',
premises are untenable in whole or in substantial part, then: i
r . �
A. The County will make all reasonable efforts to t,�F�.
C'
' provide substitute facilities, and such substitute
' facilities will be made available to the Airline
in accordance with the schedule of rentals, fees �
and charges for the use of the Airport e'stablished ��
and modified from time to time by the County or as �
provided herein. �
# ' '
B. If the repairs and rebuilding aecessary to restore • i
. . i
� � such premises to the condition existing prior to �
the occurrence of the damage are, in the reasonable
�judginent of the County, jsutified in the light of
i
• existing or "contemplated construction programs �
�i
and can be completed within ninety (90) days from (
the date on which the damage occurred, the County ;
shall so notify the Airline in writing and shall '
. 3
proceed promptly with such repai.rs and rebuilding �
i
� and, in such event, the rental therefor shall be �
:
abated pro rata for the period from the date of
the occurrence of such damage to the date upon which y
such repairs and rebuilding are completed. f
C. If such repairs and rebuilding are not, in the ' �
, �
' reasonable judgment of the County, justified in ;
the light of existing or contemplated construction t
� �
i
. i i
-12- " ,�
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�� '"�
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fj� -r "n'.y"'lG�av.en!m�..^=r_-•�.:.��._rh�S`'si`:.x:�.: .�.:.y.�.w. _.,. .�.....r..�-?ti4.:enaU.::M.t: �' ti - ^a r... �r'T.ti H. -t^ _.
. . .. _. . �l.:t:t�.:1�..i�.:,..?�_?.,.;�dr.tiz:wii.'.4h�...f�!,'92�aW.n'l�A�tp
.5 ��t�t�1 �.
�� , �At�{
{�:�s
`S � programs, or if they cannot, i.n the reasonable
Y
• �; � judgment of the County, be completed within said
t
ninety (90) days, the Count;�, at its option, to
be evidenced by notice in writing to the Airline,
may either (1) proceed promptly with said repairs
;
and rebuilding, in whict� event the said rental a
, i .
_ shall be abated as aforesaid, or (2) terminate the '
" . . } ;
letting thereof, in which event the said rent `s �
therefor shall be abated from and after the �
f
� date of the occurrence of the damage. �
� Ec
D. If the Airline, its employees, agents, invitees �/,;,
t'
� or licensees shall ,cause a� damage to or destruc- }
- tion of any airport buildings or property the
Airline shall so notify the Airport Manager im- t
t
mediately and make immediate arrangements for ��
restoration of said damaqe at the Airline's f �
; � expense. The Airline's rent shall not be abated ���
# during repairs or rebuilding undeY this sub- <
� paragraph (D.) . � �
. �
2.10 SURR�NDER OF PREMISES.
The•Airline •covenants that at the expiration of the term
hereof or at the earlier termination of the letting thereof, it ?
- ,�;�
� will guit and surrender all such premi.ses in good state and ;r
. ; condition, reasonable wear and tear, Acts of God and other i
i
casualty excepted, and the Airline shall, at its expense,forthwith '. '.
i i
remove therefrom all equipment, trade fixtures and personal property ;
belonging to it. The County shall have the right on such termina- ���
j tion to enter upon and take possession of such premises, with or
;
� without process of law, without liability for trespass.
, � Should the Airline hold over the use of or continue to occupy �
� any such premises after the termination or cancellation of the � �
� .
• letting hereof, such holding over shall be deemed merely a �
tenancy from month to month upon a monthly rental in an amount #
- equal to the monthly rental required to be paid for the month next k �
�
prior to such termination o.r, cancellation, and otherwi.se (except �
. .
! for the term thcreof) on the same conditions as herein or herein-
i
i aEter provided.
� `
�
� � -].3- � �
i •
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;=fi,�r�at::.M,� .
r��`�.�:���.. '��� .
� ;� .
,}k ����lrt� . _ . lc.c-^_._ _,- .... .. ...�..,.. .r..<..<.s:,xw.���cf4�'[:::,,....."�i..=...:,..rC"-'...'....av.w-'_",:..R:"W« o.:-f; .
._� ........ . . „
...�...r�??�'Re.. __........+c�.+n-m.:.._'sic'x.«a.',t'" . .. . ��,�lA.,�f � ,�'.
fa • �.�Tj� �
< �
,� , �«R
h ' . PART II I. �i'"'' ��`.
. GENEItAL PROVISTONS
3.01 NOTICES.
• All notices required to be given to the County hereunder . �
shall be in writing and shall be sent by certified mail, return
receipt requested, ta the Airport Mana,ger, 506 E. Main Street, '
`I
Aspen, Colorado 81611, with a copy to the Board of County �
� • Commissioners of Pitkin County, Colorado at SU6 y. Main Street, ':
a
Aspen, Colorado 81611; all notices required to be given to the �
.�
Airline hereunder shall be in writing and shall be sent by
;
certified mail, return zeceipt requested,to the Airline at E*
�k,.
HanQar 6 Stapleton Snternational Airport Denver, CQ 8o207 , r
, PROVIDED that the parties, or either of them, may de§iynate in
writing from time to time the addresses of substitute or sup-
�
plementary persons in connection with said notices. The effective �
� c
day of service of any such notice shall be the date such notice f
�
�.� is deposited in the mail to the Airline or said Manager. ���
- ,
� 3.02 FtEPORTS. � '
,� The Airline agrees that it shall, on or before the 20th day �
of each and every month during the term hereof, submit to the
• County by delivery to the office of the Airpart Manager at 506
i;
E. 23ain Streez, Aspen, CO 81511, the following records of the '�
preceding month's activities: . ��
�,
� A. Aircraft landing reports listing by such date the �
number and type of aircraft landed by the Airline ; -
;`
,c ;
' at the Airport, showing the total o� each such �
aircraft for the preceding month. �
B. Enplaned passenger report showing the monthly '
;
total of revenue passengers boarding the '
f
Airline's aircraft at the Airport for the
preceding month. Until such time as charges =; �
i
� are made for use by the Airl.ine of common s �
, , r
areasin the air terminal, the information
required by this sub-paragraph may be delivered �
by the Airline to the County quarterly. !
�
-14- ..
;
'��'`t�,��„
�+;..,�:,.t'-,:r
���r ���J`.' �~� .
�
, „� ":��
w; -='�j .
�� �.'.'""°'Vox�uMr.!wc�x�s.:::"'�+si�:`"{.'�� . .�,x..�._:.-a..,or� ....�,...:.r::?.d't...�e5'.R�i'i'iiS>.�f`.��sx�»X,iK.:oM'sdu_"4-.,.5`�x.'if:"tS?;ii,�lY.°'�+.rrr ':
;l , ",����►Y,
� . ��.�s-: :::�.
' efr;:�:..
��,4•_
. C. Al.l »ecessasy statistics relating to gross '
maximum allowable landing weights for the
preceding month. .
Said reports shall be siyned as correct by a responsible employee i
of the Airline. The reports shall be on a form provided by or �
• � .
approved by the County and the County reserves the right within I
reason to ask for such further information or clarification of ;
,
any matter contained thereon and the Airline aqrees to endeavor to � '
provide such information. Such information shall be kept confi- ' �-
dential for a .period of three months from the date of receipt �
s�€
thereef and after that said information shall not �be published ('�f�
• tl�'
alone b�� the County in conjunction with the P.irline or reference i ,.
thereto, but may be published only in gross; PROVIDED, AOWEVER,
, , �,
that the foregoing restriction shall not be construed to prohibit �
" the use and publication of such information combined in gross �,�
with similar statistics of all other air car.riers utilizing , �
�,•� . portions of the Air Terminal for purposes of determi�ing the ji'^
� legitimate needs of the Pitkin County Airport after thz ex- �;
�
piration of three (3) months from the receipt thereof by
the County. .
3.03 PAYMENTS. ;`
!
The Airline aqrees that it shall, with said reports (as
:�
f per paragraph 3.02 above) , transmit their payment for the '�
j j
.• � following: :�
t '
. ; A. Charges for use of Public Airfield Facilities for � }
� J
; the preceding month as set out in paragraph 1.05 �
1 , i
above, and f
�
;��
B. Any other charges for services as negotiated by , '
4
the County and the Airline for the use of space, �
services or for other purposes including, but
� �• not by way of limitation, all Police Security
charges provided by the County of Pitkin, State . z !
of Colorado, as required by the Federal Aviation �
, �
Administration, or as may be specifically requested �
- • I
by the Airline. ,
. . -15-
'yr�;��...�.. , '
��ryES'^,-+^�`oa�i � . .
1�:_:";,.tr`;�.r.,",d
( J
;,� ;�. ,F;j � .
�i� .�� . . . .
f i N'3' �!�
` 5r
js�.r�,� tt�� � .
F. �'v4.���:.�.;�:_:,�M..,��=�� .,�_;�:�... <:._ ,..>.:_.--.-�..,,.,.n,».<.�;��-��.�,....r�..,.,..�..:._._...._;,.�.:�:
n
S ' a.
���'��t:
�� �:��.{:.,,::
€� . � ���:���'�,�
�..K�JR'..�Y•..
�
� All such payments shall be sent to the County address as noted in
�' Paragraph 3.01 above, or as otherwise directed in writing by the County.
The Airline shall pay a rental monthly for the exclusive use
areas in advance in the amount set out in Paragraph 2.04 above on the �
� first (lst) day of each and every month during the term hereof. Al1 i.
� j
late payments shall bear interest at the rate of twenty-four (24�) � -
- " I
per cent per annum and interest shall be due and payable without demand. i i
3.04 INDEMNIFICATION.
The Airline agrees to release and to indemnify and save harmless
� the County, its officers, agents and employees, from and against any �
and all loss of or damage to property, or injuries to, or death of, i�''
any person or persons, including property and officers, employees and
� agents of the County, and from any and all claims, damages, suits,
�
� costs, expenses, liability, actions or proceedings of any kind or
nature whatsoever, of or by anyone whomsoever, in any way resulting �
from, or arising out of, the negligent acts and omissions and I�
r_
���'` wrongful conduct of officers, employees, agents, contractors, and �
��.,
� sub-contractors of the Airline. 3
� The County agrees to release and indemnify and save harmless the
G.
Airline, its officers, agents and employees, from and against any and
all loss of or damage to property, or injuries to, or death of, any �
e
_ � person or persons, including property and officers, employees and �
agents of the Airline, and from any and all claims, damages, suits,
�
costs, expenses, liability, actions or proceedings of any kind or �
. nature whatsoever, of or by anyone whomsoever, in any way resulting � `
from, or arising out of, the negligent acts and omissions and wrong- �
f
ful conduct of officers, employees, agents, contractors, and sub- ;
!
contractors of the County. 3
t
The Parties agree that (a) each need not release, save harmless �s
S �
or indemnify the other against damage to or loss of property, or injury +
- 1
to or death of persons, caused by the sole negligence of the other y #
9 1
party, its officers, employees, contractors and agents, and (b) each ,
will give prompt notice to the other of any claim or suit and the
Airline shall have the right to compromise the same to the extent I �
�
of its own interest. ; i
- � �
-16- t
i
�• ._
- �� _. .. . � . . � � .. . i . � . . � .. . � . ...
�t��ir�. . .. . .
E �, �.�'�
.__. ._._...'_ '`__. ...._ ____—..� ___.... .._.._. __—.._� _____ __...�nrr�rrrwr��—._
. . .. ... ._._ ..��r.�.�..,.,.
' �' �'r.l . . .
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Y.i�Mwl... � . ._... ' .. , _.._. ,'
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�� . �a;�a��
f� ''t��`'�,`
,i � 3.05' IIdSUR1\NCE. t"��";; �:` .
�� .
The Airline agrees that ai: all times during the term hereoi
° or any extension hereof, it shall maintain in force such bodily
injury and property damage insurance as may be requirerl. as a '
condition of any operating certi€icates that it is required to
. .
have for its operations and shall, if 'not otherwi.se reauired, _
maintain bodily injury and property damage insurance covering all
of its operations and activities at or upon the Airport, but with '
limits of not less than one million dollars ($1,000,000.00) for
liability and four hundred thousand dollars ($400,000.00) for
property damage and shall further specifically maintain in force �
. workmen's compensation insurance for all of its employees at ��
' ;
said Airport. Al1 policies of insurance so maintained, except �
i�a workmen's compensation insurance, shall name the County of
Pitkin, State of Colorado, as a co-insured thereunder. The �
6 �
[. County shall maintain, at its expense, fire and extended coverage �
�+ insurance upon the Air Terminal. �
�#,� 3.06 LAWS AND REGULATIONS.
� � As a condition of this Ayreement, the Airline agrees to ;
I: �° . cause its officers, employees, and any other persons over whom it
. �
has control to obey and comply with all existing and future
laws, and all lawful directives, conditions of certificates,
! and rules and regulations adopted, �promulgated, or ordered by C'
the United States Government or any of its agencies, State of
Colorado, or any of its agencies or political subdivisions in- -
��
cluding, but not by way of Zimitation, the reasonable rules and
regulations of the County, all as may affect the Airline and its
operations and activities in and at the Airport.
The Airline agrees that all leased gates and doors leading
to their Air Operations Area will be either locked or controlled
at all times and.that no unauthorized personnel and/or vehicles
will be permitted on their Air Operatious Area. This area shal.l �
i
consist o£ approximately 11,000 square yards of ramp azea, located
. on the south side of .their exclusive terminal area and is cross- (
hatched in red on the attached Exhibit "11". � !
�. �
-17- .
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.,��,�=?;.�
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1, ��`� . _ � - _
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f""Vcx+a...naz�..�_,.....:.a:c:a.:or-ar...- :-�:�._ ...�........,.. ...... ..:,...... ..,_..'-----.._..�-,.�----�—,..___..---..._..... _...
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� 1 Si.
`' ' Si�A..:.'.
�
. �j_��.;�_�.:;'�..`.
;�� � All air freight cus•tomers will be escorted on the Air Opera-
�. .
�" tions Area by nirline personnel. (The method of detecting unau-
thorized personnel within the Airline's exclusive Air Operations
Area shall be by personal recognition and/or a security pass
� inspection) , �
x
Should any violation, attempted violation or. emergency
occur, the airport management or the designated airport security
_ ,
officer shall be notified immediately. The method of noti£ication ,
shall be verbal, followed up with a written report. In the event
that the airport management or airport security officer is not
� �
available, .the Pitkin County Sheriff's Department� shall be
�, K
' notifiEd.
The Airline shall be responsible for and pay any and' all fines .
�; -imposed by the F.A.A. as a result of security violations with the !
�;;
i
` -• Airline's use area (terminal or ramp) without regard as to whether
�;= � �
� or not committed by the Airline's employees, agents, or invitees. �
�EF� �-
This includes, but is not limited to, open or unlocked gat2s or '
,'�� . . .
��` doors, unauthorized personnel, unauthorized and/or unescorted
� �`
��' vehicles.
t:- ��::
3.07 NO DISCRIMINATION - (FAA DIRECTIVE) . �
i
�, The parties hereto covenant and agree 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
i:'
to discrimination in the use of said facilities, (2) that in the
i construction of any improvements, on, over, or under such land k'
�M1
��; and the furnishing of services thereon, no person on th� grounds
�
': of race, colour, or national origin shall be excluded from parti-
:�
'` cipation in, denied the benefits of, or otherwise be subjected to �
1;
~� discrimination, (3) that the parties shall use the premises in
compliance with all other requirements imposed by or pursuant to �
Title 49. Code of Federal Regulations, Depar.tment of Transportation, !,
Subtitle A, Office of the Secretary, Part 21 - Nondiscrimination • '
' in Federally-assisted programs of the Department of Transportation -
Effectuation of Title VI of the Civil Rights Act of 1964, and as °: �
. 1
said Regulations may be amended. �
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' -18
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;� The Airline assures that it will undertaY.e an affirmative • i.j-;�~� °
�, � action program as required by CFR Part 152, Subpart �, to insure
� that no persoa �hall on the grounds of iace, creeci, colour, ,
national origin, or sex be excluded from participating in any
� employment activities covered in 14 CFR Part 152, Subpart E. t
s
The Airline assures that no person shall be excluded on these
grounds from participating in or receiving the services or bene-
fits of any program or activity covered by this subpart. The S '
Airline assures that it will requise that its covered suborgani- •
zations provide assurances to the County that they similarly will
� undertake affirmative action programs and that they will require �
assurances from their suborganizations, as required by 14 CFR �'
, Part 152, Subpart E, to the same effect.
� 3.08 PURCHASES BY THE AIRLINE. � '
C _, Property, services and materials (excepL as otherwise pro- �
F vided in this Use and Lease Agreement) may be purchased or other- �
'�` wise obtained by the Airline from any person or corporation of its '�`��
�#.�� choice, and no unjust or unreasonable discriminatory limitations, I
# �:� restrictions, charges or conditions shall be imposed by the County,
�
�- against the Airline or its suppliers, for the privilege of purchasing,
selling, using, storing, withdrawing, haadling, consuming, loading,
:
unloading, or delivering any personal property of the Airline by i
the Airline or its suppliers, on the premises granted for such ��
i' use, or for theprivilege of transporting such personal property �
to, from or on the Airport, subject to reasonable rules and ' � .
regulations for traffic cor.trol and security.
It is understood and�agreed by the County that the landing �
fees charges as provided herein are sole charges made for the •
riqhts and privileges as set out in Part I hereof, and that any
� ��� supplier of fuel used in the exercise of said rights by the Air-
line shall not be required to pay for the right to sell and j
I
deliver that fuel to the Airline, except that it is understood ,
�
and agreed by the Airline that the County may impose reasonable �i
re9ulations for the secure and safe handling of. said fuel by any ; �
such supplier as are consistent with Federal Aviation Administra- j !
tion re9ulations or reguirements respecting the .same.
� �
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. No charge shall be made under the provisions of this paragraph
� -
3.06 for the maintenance of operai:ing material, supplies or '
i .
service of a non-recurring nature.
3.09 COVENANT NOT TO GRANT MORE FAVOURABLE TERMS. � '.
1
� The County covenants and agrees not to enter.into any lease,
�.
contract or agreement with any other Air Carrier and/or air taxi ',•
, -- service with respect to the Airport containing more favourable
terms than this lease or to grant to any other Air Carrier rights, '
privileges and concessions with respect to said Airport which ;
are not accorded to the Airline hereunder, unless the same '�
p� • �fi
� rightz�, privileges and concessions are concurrently and auto- ��
�
� matically made available to the Airline.
� �.
�ti 3.10 CANCELLATION BY THE COUNTY. • �
��
In the event that the Airline shall file a voluntary peti-
C�
� tion in bankruptcy or that proceedings in bankruptcy shall be �
:�;� instituted against it and the Airline thereafter is adjudicated' ��
�,=`� bankrupt pursuant to such proceedings, or that the court shall • �
#�;i
t take jurisdiction of the Airline and its assets pursuant to
� i�l
e�i proceedings brought under the provision of any Federal reorgani- �
r
zation act, or that a receiver of the Airline's assets shall be . '
�:I n
appointed, or that the Airline shall be divested of its estate �;
�
�' herein by other operation of law, or that the Airline shall fail '�
'? �
` to perform, keep and observe any of the terms, covenants or
�
° conditions herein contained, on its part to be performed, the •
. t; County may give the Airline�written notice to correct such con- �
et
dition or cure such default and, if any such condition or default
;, shall continue for thirty (30) days after the receipt of such
;� notice (three (3) days for nonpayment of fees and charges) by
the Airline, the County may, after the lapse of said period and �
prior to the correction or curing of such condition or default,
terminate this Use and Lease Agreement by ten (10) days' written : �
. �
notice. In the event the Airline has undertaken action to correct !
such condition or cure such default, and the same can be cured, �
and is proceeding expeditiously thereat, the Use and Lease
• ' t
Agreement siiall not ae cancelled (except ior nonpaymeni: ot fees ,
� .
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� or charges). Termination under this paragraph shall be construed
i .
� �s a terminaL-ion oi the rights of the Airline under both Parts I
K
� and II hereof, tne two parts being mutually interdependent, PROVIDED
� that the same shall not be construed to prohibit use of the Public
�_ Airfield Eacilities by the Airline in accord of Federal Aviation
� Administration RPgulations respecting use of the Aspen/Pitkin
_ � County Airport. ,
3.11 CANCELLATION BY THE AIRLINE. '
The Airline may cancel this P_greement, and terminate its
obligations (except those accrued prior to the date of termina-
/ , �
� tion) hereunder at any time, by sixty (60) days' written notice,
� �;.
' upon or after the happening of any one of the following events: •
. ;
r:
' The termination or suspension of a11 the Airline`s certificates ;
� of public convenience and necessity or other required authority
F for the carriage ofmail, passengers, and property� to, from, or �
E through Aspen, Colorado metropolitan area or its environs; issuance '
'"';'�� by any court of competent jurisdiction o£ a permanent injunction �
�f in any way preventing or restraining the use of said Airport for
� k� � �
�. purposes that would prevent all of the Airline's operations; �
i �,
� the breach by the County of any of the covenants or agreements �;
F;
contained herein'and the failure o£ the County to remedy such �'
breach for a period of sixty (60) days after receipt of said `
. �
1 �. written notice of the existence of such breach (in the event
the County has undertaken action to correct such condition or
cure such default, the same can be cured and is proceeding ex- '�
peditiously thereat, the Use and Lease Agreement shall not be
cancelled); the inability of the Airline to use the public air- �
field facilities continuing for a longer period than sixty (60)
days due to earthquake or other casualty; or the total subordina-
1� 1
tion o£ the rights to the public airfield as set out in paragraph
1.07 aboc�e. Cancellation by the Airline under this, paragraph �
� of this Agreement shall be termination of the rights of the �
Airline under both Parts I and II hereof, the two parts being
mutually interdependent; PROVID�D that the same shall not be �
!
construed to prohibit use of the Pub�ic Airfield Facilities by �
the Airline in accord of Federal Aviation Administration
a -21-
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t; � Regulations respecting the use of the Aspen/PitY.in County nirport.
�� ' .
G. The provisions hereinabove contained shall be in addition to
� those provided for in paragraphs 1.03 and 1.05 hereof but like-
wise, a termination under said paragraphs 1.03 and 1.0•5. sha11 '
terminate both parts hereof. .
� .
3.12 PROPOSED COUNTY TRANSPORTATION SYSTEM. P
i .
_ The Airline acknowledges that it undQrstands that the County ,
is considering the construction and operation of a public mass �
ground transit system which may restrict or prohibit private
s
vehicular (including rental cars, and employee parking to the '
� ' �
extent that the same may be practically used by the Airline's �
�c
' employees) access to the Airport. The County agrees that in the �.
event it shall construct such a system, there shall be no
� restriction u on the access to the demised '�
p premises for such service �
� and/or utility vehicles as are necessary incident to the business �
of the Airline, nor shall there be any restriction placed upon
�.i . ,
r";'� the pickup or delivery of freight by ground carrier services �
: �
�� and/or private individuals, or the access to and trom the Airport �
� � for ground transportation in lieu of the Airline's regularly
�
. scheduled operation occasioned by inclement weather or other
emergency as provided in paragraph 2.03 hereof. 5
. �
3.13 ASSIGNMENT. � �t
The Airline understands and acjrees that the assignment or [
, transfer of any rights or promises granted under this lease
shall be made only upon the spncific written permission of `
. i
the County or in accordance with the terms of this Use and �
Lease Agreement. �
3.14 THIRD PARTIES.
This Use and Lease Agreement does not and shall not be deemed �
i +
or construed to confer upon or grant to any third party or parties, ?
except to parties to whom the Airline may assign this Use and Lease �
Agreement in accordance with the speciEic written permission of i
the County, and excepting any successor to the County, any rights ; 1
to claim damages or to bring any suit, action or other proceeding � I
�
against either the Count,y or the Airline because of any breach r
hereof or because oE any of the terms, covenants; agreements or
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conditions hcrein contained.
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i , 3.1'S WAIVER. ' i
_ f
No waiver oi default by either party oE any of the terms, �
�
covenants or conditions hcreof to be performed, kept and observed
� by the other party shall be construed, or operate as, a waiver
of any subsequent default of any of the terms, covenants or condi-
tions herein contained, to be performed, kept and observed by the
- " - other party. �
3.16 AGREEMENT MADE IN COLORADO.
TH?S AGREEMENT shall be deemed to be made in and construed in
accordance with the laws of the State of Colorado.
+ . �
IN WITNESS WHEREOF, the parties have executed these presents
by their duly authorized officers on the day and year first above
written. '
PARTY OF THE FIRST PART �
BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO � ,�,�
# BY a i�/ „��-�ivl v�/ ` ��/.��C-C�if
ATTEST: •
� Chairman
PARTY OF' THr. SECOND PART
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ATTE1S�:s % By: ,
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r���.1 �.s���r�y .
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APPROVED AS TO FORM AND CONTENT: .
�
�_�.L��L,��/� 1
Sa�ndra M. t f1ler
Pitkin County Attorney � �
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