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#364724 i2/1�%93 15:5U Fec y.l'>�� g � ' .
Sil�ia Davis, Fitkin � 735 F
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_ _ �
= AN ORDINANCE OF THE BOARD OF COUNTX COMMISSIONERS
OF PITKIN COUNTY, COLORADO,
APPROVING AND ADOPTING
A LEASE AND USE AGREEMENT (WITH A TERM OF THIRTY YEARS) �
BETWEEN THE COUNTY, AS LESSOR, AND �
ASPEN BASE OPERATION INC. "ABO" N
, ( j, AS LESSEE, FOR
THE RIGHT TO OCCUPY AND tJSE �r�j
-` PROPERTY AT THE ASPEN/PITKIN COUNTY AIRPORT (SARDY FTELD) � y'
. "a AS THE FIRST (OF TWO IN SEQUENCE) M
:�-i GENERAL AVIATION FIXED-BASE OPERATOR ("FSO") r' o
� == AND � A
' ' A REDEVELOPMENT AGREEMENT BETWEEN a'
THE COUNTY AND ABO, AS REDEVELOPER, FOR a L
�? THE REDEVELOPMENT OF CERTAIN FBO AND v
ii'; , GENERAL AVIATION FACILITIES AT THE AIRPORT; � U
AND �
r �- REQUIRTNG COPIES OF THE PROPOSED COUNTY/ABO LEASE AND � �
M USE AGREEMENT AND REDEVELOPMENT AGREEMENT .o U
�I TO BE AVAILABLE FOR PUBLIC INSPECTION IN THE OFFICES OF ': �
• THE PITKIN COUNTY CLERK AND RECORDER AND � '�
��� THE DIRECTOR OF AVIATION; � .�u
-�Y� AND SETTING A PUBLIC HEARING THEREON ��
.,: .
*: Ordinance # �j3-:�� , Series of 1993 � m
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� � � RECTTALS .p Q
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�'='h. �! ' 1. Pitkin County, a Colorado home-rule county, is the � >
� V owner, sponsor and operator of the Aspen/Pitkin County Airport M�i + ?
� {Sardy Field), located in the vicinity of Aspen, Colorado, and # N
�� has the authority to regulate commercial activities and to lease
` and license space at the Airport, pursuant to, inter alia, 1973 '
� C.R.S. 41-4-101 et seu., 30-35-202, Title IV of the Pitkin County
___ -- �t�p Code, Section 8.7 of the Pitkin County Aome Rule Charter; and •
, f,�i
� 2. The County has conducted a competitive selection
process, pursuant to the Pitkin County Procurement Code, to
�� select a Proposer with whom to negotiate for a 30-year Lease attd
� Use Agreement to use and occupy Airport property as the first (of �-.
two in sequence) general aviation £ixed-base operator and a
Redevelopment Agreement for the redevelopment of buildings and
£acilities, including FBO facilities and certain General Aviation �
facilities, on the General Aviation end of the Airport. ;i�;.
� 3. Aspen Base Operation, Inc. ("ABO") was selected as the
i? top-ranked Proposer and ABO's representatives and County staff
have concluded negotiations and are recommending the attached `
� documents for approval and adoption by the County, through its
Board of County Commissioners ("BOCC"). �.,
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#364724 12/17/93 15:5� Rec �.CU� 8F: 735 PG 792 .
Si2vi� Davis, Fitkin C�ty Clerk, Doc �.OU
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4. On the recommendation of staff and after comment from ��,;
'� interested parties in public meetings and a duly-noticed public
hearing thereon, it is hereby determined by the BOCC that the 3 ;:
;; � approval and adoption of the attached Lease and Use Agreement and
N the Redevelopment Agreement is in the best interests of the �•":.
health, welfare and safety of the residents af and visitors to �..�
�� Pitkin County;
M"� THEREFORE, BE IT ORDAINED BY THE BOARD OF COUNTY COMMIS-
h u SIONERS OF PITKIN COUNTY, COLORADO:
�oA � .
�;'; ^
Section 1
G�c
; a v That the Lease and Use Agreement and the Redevelopment
'"� Agreement, both between the County and Aspen Base Operation, Inc. ,�
'-� u U ("ABO"), which documents are attached hereto as Exhibits "A" and ;•
;�,� °B" and incorporated herein by this reference, are hereby ap-
,�� proved and adopted.
.. c +
�.,, Section 2 ;
' .,3c
�� v f That the Chair (or Vice-Chair) of the Soard of County �
�:i �s Commissioners is hereby authorized and directed to execute the �
" '" " attached documents on behalf of the County, subject to any
=1 �•� insubstantial changes as to form, and along with such other docu-
' a � ments as may be reasonably required to complete the transactions
� ° set out or necessarily implied by Exhibits "A" and "B", which ;
� .�o m changes and other documents have been approved as to form by the �
� �.�� � �'� County Manaqer and the County Attorney. �'
-� a �0.-+ '
�-.
n u�in Section 3 �
� That true and correct copies of the praposed County/ABO
y Lease and Use Agreement and Redevelopment Agreement (Exhibits "A" •
and "B") shall be kept available for public inspection prior to f�.:.
--- " the public hearing thereon during normal business hours at the �
office of the Pitkin County Clerk and Recorder, Pitkin County `
'���= Courthouse, Aspen, Colorado (303-920-5180), and at the Office of
�, � the Director of Aviation, Aspen/Pitkin County Airport, Aspen,
1 Colorado (303-920-5384).
�
� Section 4
I That a public hearing on this Ordinance shall be held at �
r 5:00 p.m., local time, or as soon thereafter as the conduct of !
� business will allow, on September 28, 1993, in the Pitkin County !°
Courthouse, Aspen, Colorado. �'`•
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#36472q 12/]i/93 55:.:r0 Ftec �.�)U SF. 735 PG 793
Silvia Davis, Fi�kin Cnty Clerk� Doc $•���
- -- - _ ; Section 5
� That this Ordinance shall be published in full (but without
�� Exhibits) prior to adaption and by title and short outline after
l; adoption.
�i
' r' INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING BY THE BOARD �
>; N AT ITS REGULAR MEETING ON TAE 14th DAY OF SEPTEMBER, 1993. �
� �� POBLISHED, INCLUDING NOTICE OF PUBLIC HEARING, IN THE P.SPEN '
' M ui TIMES ON THE 18th DAY OF September , 2993. !
"• f� U
� o APPROVED AND ADOPTED UPON SECOND READING AND AFTER A DULY-
�' t� m� NOTICED PUBLIC HEARI�JG BY A JORI OF THE BOARD AT ITS REGULAR '
f a L MEETING ON THE �ff DAY OF�M� -�a • , 1993. ,
. ,
�j Bi.-�i PUBLTSHED, IN SHORT OUTLINE F ER ADOPTION IN THE ASPEN
C �� �V TIMES ON THE _:�� DAY OF �C��`-a �c� , 1993.
m �.
� �i' BOARD OF COUNTY COMMISSIONERS
�� �
`�� �U ATTE T: OF PITKIN COUN , COLORADO
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� �� Gc�J By: � —%S�3
�'d J nette Jones (date) Bi 1 Tuite, Chair (date)
� - puty Clerk & ecorder
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� o APPROVED AS TO FORM: MANAGER APPROVAL:
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#`N Timothy E. sitt Reid H-aughey '
County A .orney County Manager ��
-- -�-,;'.;�;;'� APPROVED AS TO CONTENT:
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`� �Scott Smith
,�.. .
Director of Aviation
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i� #36472D 12/17/93 15;24 Fec �.OU E+K 735 P6 703 -
Silvia Davis� Pitkin Cnty Clerk, Doc S.UU �,
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M1 u LEASE AND USE AGREEMENT
�q ASPEN/PITKIN COUNTY AIRPORT ��
FZXED-BASE OPERATOR lONE OF TWO IN SEOUENCEI
�� c i ASPEN BASE OPERATION INC
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Silvia Davis, Pitkin Cnty +
'-"- - j' TABLE OF CONTENTS
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,V RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . 1
��
=j .�p SECTION A. DEFINITIONS . . . . . . . . . . . . . . . . . . . 2
i}� N
,� m�=' SECTION 8. PREMISE5 . . . . . . . . . . . . . . . . . . . . 8
� ?� �, . . . . . . . . . . . . . . .
m�3'� i. Demise of Premises li
'•� f� 0 2. Future Lot 2 . . . . . . . . . . . . . . . . . 13
�_ �.� 1 0 3. Additional Premises or Additional Rights.in
;<; �' Existing Premises . . . . . . . . . . . . . 14
� p i 4. Redevelopment Agreement . . . . . . . . . . . . . 14
� �U 5. Public Airfield Facilities . . . : : : : : : : : 15
"'' 6. Reserved Rights of Pitkin County. 15
! " ;4� a T 7. Acceptance o£ Premises . . . . . . . . . . . . . 17
�„ 8. Term . . . . . . . . . . . . . . . . . . . . . 18
;:-! �v 9. Preferential•Use . . . . . . . . . . . . . . . . 18 .
:: .� 10. Minimum Standards . . . . . . . . . . . . . . . 19
� "j = li. Use of Premises . . . . . . . . . . . . . . . . 19
� �.�
Y 12. Requirements of FBO operation . . . . . . 20
;,.i a� 13. Facility to be Operated in Public Interest. . . . . 21
�� °°' 14. County Airport Competitive Policy . . . . . . . . 21
,� 15. Manaqement of Aviation Fuel Farm (Existing) . . . 21
Y? �N 16. Operation of Aviation Fuel Farm (to be constructed) 22
.� o � 17. Manaqement of T-hangar Facility (Existing) . . . 22
A 18. Management of T-hangar Facility (to be
ti�'� � � �a constructed) . . . . . . . . . . . . . . . . . . 23 �
�'" �'j 19. Operation of GA Charter Terminal Buildinq
�o�+ (Existing) . . . . . . . . . . . . . . . . . . 24 {.
� #ri� 20. Management of S-FBO Facility (to be constructed) • 24 �
21. Operation of De-ice Facility (to be �
� constructed) . . . . . . . . . . . . . . . . . . 26 �
22. Rates Charged to ABO's Customers . . . . . . . . 26
-� .��:'• 23. Restrictions on ABO's Operations . . . . . . . 27 '
,�-;7':=.� 24. FAA Security Requirements for the Premises . . . 28
25. County Rules and Regulations Affecting Premises . 28
.. , :
,. 26. Compliance with Applicable Laws . . . . . . . . . 29 -
�,� . ;� 27. Non-discrimination . . . . . . . . . . . . . 29 i
� 28. Coordination with other Airport Lessees,.Licensees `
and Permittees (LLPs) . . . . 29 �:
29. Environmental Quality Improvement Plan (EQIP) . . 30 �;�•
� 30. Airport Master Planning . . . . . . . . . . . . . 31
f 31. Airport Mass Transit Plan . . . . . . . . . . . . . 32 �_
SECTION C. RENT, FEES AND CHARGES . . . . . . . . . . . . 29 �
�
� 1. Net Lease . . . . . . . . . . . . . . . . . . . . 32
2. Rent . . . . . . . . . . . . . . 3 3 �'
� 3. Minimum Annual.Guarantee/Fuel Flowage Fee (MAG-F) 33 �'-
4. Minimum Annual Guarantee/General Aviation '`
Landing Fee (MAG-L) . . . . . . . . . . . . . . . 34 � �
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#364720 ic^/17/93 15:24 F(e� S.UO &t: 735 F'6 705
Silvia Davis� Pitkin Cnty ClerW, Doc $.l">O ;�
2,
� 5. Minimum Annual Guarantee/T-hangar r;`'
1; r: .
Facility (Existing) (MAG-TE) . . . . . . . . . . 35 , �,,.
�' 6. Minimum Annual Guarantee/T-hangar Facility/To �, .'r•
s; Be Constructed) (MAG-T) . . . . . . . 35
�i 7. Minimum Annual Guarantee/S-FBO�Facility/To Be
;i h Constructed) (MAG-S) . . . . . . . . . . . . . . 35
�� N 8. Reimbursement Fees . . . . . . . . . . . . . . . 35
�; �r� 9. County Reservation to Impose Fees for Commercial
� .�j a� Aeronautical Operators and SFBOS . . . . . . . . 36
_ to+n 10. Payments . . . • • • . . . . . . . . . . . . . . 36
N � 11. Payment Security . . . . . . . . . . . . . . . 36
`� S,A 12. Periodic Reports to be Submitted�by ABO . . . . . 37
4i; rr, 13. Maintenance and Znspeation of ABO�s Books
<;i and Records • • 38 '
' Y . . . . . . . . . . . . . . . . . ,
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aF .+ SECTION D. PROCEDURAL PROVISIONS . . . . . . . . . . . . . 38
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�"i � T 1. Assignment and Subleasing . . . . . . . . . . . . 38
�� 2. Encumbrance of Leaseho2d Interest by.ABO• : : : : 40 =
,, 3. Estoppel Certificates . . 43 � �
. � 4. Non-Disturbance Agreements . . . . . . . 43 � �
-�� °� 5. Maintenance, Repair and Replacement �•
�'- " of Premises . . . . . . . . . . . . . . 44
`�� P �
�+- 6. Alterations of•Premises . . . . . . . . . . . 46
;: � � 7, Destruction o£ Buildings, Improvements and
-i
`� Facilities . . . . . . . . . . . . . . . . . 47 � ,
i` � > 8, Grievance Procedure . . . . . . . . . . . . . . . 47
=� � q 9. Disputes/Mediation/Arbitration . . . . . . . . . 48
�� ��` 10. Default By ABO and Termination . . . . . . . . , 49
6,`� -�o� il. Default by County and Termination . . . . . . . . 50
;s 51 •
,�p..�, 12. Surrender of Premises . . . . . . . . . . . . . .
. �� �u�
r� SECTION E. GENERAL PROVISIONS . . . . . . . . . . . . . . . 51
�� 1. Indemnity and Znsurance . . . . . . . . . . . . . 51 iY
_ _�1.� 2. Utilities . . . . . . . . . . . . . . . . . . . . 56
3. Snow Removal 56 { '
�,� 4. Trademarks: Trade Names : : : : : : : : : : : : : 5� � '•
5. Taxes 57
i� 6. ABO's Personal Property . . . . . . . . . . . . . 57 �
,`•�. v 7. Rights of Seizure . . . . . . . . . . . . . . . . �'t'�
� 8. Signs . . . . . . . . . . . . . . . . 57 �;!.
� 9. Relationship of Parties . . . . . . . . . . . . . 57
10. Non-Liability of Shareholders, O#ficers, Directors, �; '
� or Employees . . . . . . . . . . . . . . . . . 58 i;
, 11. Quiet Enjoyment . . . . . . . . . . . 58 ia
, 12. No Waste . . . . . . . . . . . . . . . . . . . . . 58 1;
13. Notices . . . . . . . . . . . . . . . . . . . . 58 !;
14. Representations of�ABO . . . . . . . . . . . . . 58
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�! 15. Memorandum . . . . . . . . . . . . . . . . . 58 -1
16. Miscellaneous Provisions . . . . . . . . . . . . 59
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Silvia Davis, Ritl;in Cnty Clerk, ➢oc $.���-� .�
, _ .. . 'Z��r.
THIS LEASE AND USE AGREEMENT is made and entered into this ist
day of October, 1993, by and between the BOARD OF COUNTY
COAff�ISSIONERS OF PITKIN COUNTY, COLORADO, ("County°), a Colorado +':�
M1 home-rule County, as Lessor/Permittor, and ASPEN BASE OPERATION, �'''
N INC. (°ABO„), a Colorado corporation, as Lessee/Permittee. �'�.
�n
"`` RECITALS• �• �
m w
ti u 1. The County is the owner, sponsor and operator of the
� Y �° Aspen/Pitkin County Airport (Sardy Field), located in Pitkin County �
� in the vicinity of Aspen, Colorado (hereinafter "Airport"), at E
c• x which it has made available for occupancy and use certain land � •
`; w areas includinq certain areas for public use, certain areas for •
+� � exclusive and non-exclusive commercial use (subject to permit) and
� � � certain reserved areas, and also has made available for use certain
� ,�, buildings, improvements and facilities including public airfield
• � v facilities, an air-carrier terminai and faci2ities and a general
aviation terminal and facilities; and
• c
ti�
2. The County has the authority to operate and manage the
� � Airport, to permit and regulate commercial activities at the ':
P "- Airport and to lease and license the occupancy and use of land �.
� N areas, buildings, improvements and facilities thereon, pursuant to, �
� .,, inter alia, C.R.S. Sections 30-i1-10'7, 30-15-401, 30-35-201/202, I
;� ro 41-4-101 et sea•, as amended, Title IV of the Pitkin County Code,
' � q as amended and Section 8.7 of the Pitkin County Home Rule Charter,
' �tc �` ,o ro as amended; and .
°-_Ei;�; � � ; .
3. Historically, the County has planned, developed and
~ � � managed the Airport in two halves: the Air Carrier Area, serving i•
��! the scheduled Air Carrier and Charter operations; and the General i •
Aviation ("GA°j Area, serving non-scheduled aircraft operations, j "_
_ � including based private aircraft, business and corporate aircraft
------r`, and specialized flight operators, including air taxi and smaller � �
'�'', charter operators; and �
-,� _
4. At most public airports, GA services are provided under
\ contract with the public airport owner by private business entities 1 ;
° commonly known as fixed-base operators; and
�
5. In 1992, the County conducted a competitive selection `
process under its Procurement Code to select one {of two in se-
� quence) full-service fixed base operator ("FBO") for a certain
• j lease term; and l, '�':
� 6. ABO was selected as the top-ranked proposer in that pro- ,�K
' cess and thereafter the County and ABO negotiated this Agreement .; ��
� for the lease and use of some of the land area and FBO and GA
facilities at the Airport and a companion Redevelopment Aqreement � '�'•
r; i'�.
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#36472cJ 12/17/43 15:24 Ftec �.�J4 Bk 735 FG 707
Silvia Davis, Fitkin Cnty Cler4;, Doc $.C�O
for the demolition and redevelopment of all of the existing FBO and
GA buildinqs on the Airport;
N
N NOW, THEREFORE, for and in consideration of the mutual
�� covenants, terms and conditions cantained herein, the County and
,i n ABO do mutually undertake and agree as follows:
��
� AGREEMENT
_ _ �
�Q SECTION A. DEFINITZONS
� o�
� L
�ry 1. "Aeronautical Activity" or "Aeronautical Service." Any
� aativity or service that involves, makes possible, or is required
� ?, for the operation of aircraft, or that contributes to or is
s+' required for the safety of such operations. The following activi-
� .o c.�i ties, without limitation, which are commonly conducted on airports,
;; C are aeronautical activities within this definition: charter opera-
�Y tions, pilot training, aircraft rental and sightseeing, aerial
• �-+ photoqraphy, aerial spraying, aerial surveying, air carrier opera-
P 0. tion, aircraft sales and service, sale of aviation fuel and oil
� whether or not conducted in conjunction with other included activ-
�i � a ities, repair and maintenance of aircraft, sale of aircraft parts,
�'� and any other activities which, in the sole judgment of Pitkin
;.; o q County, the Airport Operator, because of their direct relationship
• ,p to the operation of aircraft, can appropriately be regarded as an
dt '� �� "aeronautical activity or service."
;� �> >
!'`�� + M.; 2. "Air Carrier.n A Commercial Aeronautical operator holding an
i; #N , operating certificate under FAR PaYt 121 or Part 135 and operating
� under a published schedule, pursuant to a "Certificate of Public
}. Convenience and Necessity.°
�
�
3. "Air Carrier Area" or "Air Carrier End." The southern a f of
-...-_---,;-.;:, � the Airport (approximately); that part of the Airport ocaupied and
- � used primarily by facilities for and operations oE Scheduled Air
-,�rF� Carriers (Parts 121 and 135) holding "Certificates of Public
•", Convenience and Necessity;" the Air Carrier Area is separated from
�� - � the General Aviation Area or General Avietion End of the Airport by
` a a double yellow line at approximately A-5 on the Runway.
. .:1
� 4. "Aircraft Circulation and Staging Areas." The paved portion
� of the General Aviation Area ("GA Area") ramp identified and used
; for the ground movement of aircraft and temporary parking for the
a purposes of loading, unloading, line service or movement to or from
� Aircraft Parking Areas.
� 5. "Aircraft Parking Areas." The paved portions of the GA Area
ramp identified and used exclusively for the uncovered, non-
temporary parking of aircraft.
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- 6. "Aircraft Ramp." The paved portion of the GA Area used
` primarily for the movement, staging and storage of aircraft.
7. °Airport FAA Master Plan." The "Master Plan" adopted by the
County pursuant to Federal Regulations and procedures as a pre-
requisite to federal funding of Airport improvements.
N8. "Airport LLPs." County lessees, licensees and permittees who
�� have been granted rights to conduct commercial operations at or
. �-`� from the Airport.
W�
� � 9. ^Airport Land-Use Identification Plan." An Airport planning
�. 1 Q document, consisting of a map of the General Aviation Area of the
"� w Airport and supporting documentation, that contains both the
'� � Y existing facilities and uses of the GA Area and proposed short-,
�, � i mid- and long-term facilities and uses. This document is an
�' ar� E�thibit to the Minimum Standards and is intended to be a synthesis
�� of the elements of the Airport FAA Master Plan and the Airport
�c Land-Use Master Plan.
• � �v 10. "Airport Land-Use Master Plan." The "Master Plan" adopted by
;j � � the County pursuant to the Pitkin County Land-Use Code, Public Zone
:; ., � District, Master Plan Option, as a pre-requisite to Airport re-
P� development or further development.
} � - li. "Air Taxi/Charter." An Air Taxi/Charter Operator is an Air
� N Carrier Certificate holder licensed by the FAA to provide air
� � > transportation (persons or property) to the public for hire, under
" Q Part 135 of the Federal Air Regulations, and on a �cheduled, non-
��i 4, � ro s c h e d u l e d, or on-demand basis as defined in the Feu.�ral Aviation
�o•� Act of 1958, or as said Act may be supplemented or amended from
,�p� time to time. These operators are further divided into two
��� classes:
a. Carriage in air commerce of persons or property
____ --,- � for wmpensation or hire in aircraft havinq a maximum
seating capacity of 3o passenger seats or less or maximum
:�:;-��_ i payload of less than 7,500 pounds, where such car�iage
- does not require the issuance of a Certificate of Public
`,, ' Convenience and Necessity from the U.S. Department of
� i Transportation; or
( b. Carriage in air commerce of persons or property
in common carriage operations solely between points
� entirely within any state of the U.S. in aircraft having
. ! a maximum seating configuration of 3o passenger seats or
less or a maximum payload capacity of 7,500 pounds or
less, and operating a frequency of four (4) or fewer
round trips per week on at least one route between two or
� more points, according to a published schedule specifying
time, days of week, and places, where such carriage does
not require the issuance of a Certificate of Public
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� Convenience and Necessity from the U.S. Department of
� Transportation.
ti ' �..
N 12. '�Apron." The paved portion of the GA Area Ramp around the
a�o� perimeter of a building or Eacility to a width or 15 feet.
�� 13. °Assignee.�' A person or entity to whom this Lease is assigned
}� o in whole or in part, or to whom an interest in ABO is transferred,
y�Q all as more particu2arly defined and described in Section D(1)
below. ��
.� � � 14. "Book Value.�� The original cost of a buildinq or facility I .
�" '� � depreciated on a straight line basis from the Date of Beneficial �
� T Occupancy of the building or facility over the remaininq term of �
�.,, the Lease. ;%
c i�
-� �� 15. "BUilding." A roofed, enclosed, heated, insulated non-
� � .,�, temporary structure with a Eoundation and utilities. ;
.. x
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d� �.. 16. "Commercial Aeronautical Activity" or "Commercial Aeronautical ;
• '�t'- Service.N An Aeronautical Activity or Aeronautical Service that is
� N provided by a Commercial Aeronautical Operator for direct or ;
� �.., indirect compensation or consideration of any kind whatsoever
_; g � including, without limitation, trade or promotional/marketing
Q purposes.
� rt
�'� 17. "Commercial Aeronautical Operator" or "Operator." A person or
+ � -� business entity engaging in an activity which involves, makes
`:? �in possible, or is required for the operation of aircraft, or which
��`�6, ,' contributes to, or is required foz the safe conduct and utility of
� such aircraft operations, the purpose of such activity being to '
• +:. secure earnings, income, compensation, or profit, whether or not `'
f such objective or objectives are accomplished. �
t,
An Operator subject to the Airport�s Minimum Standards, has one of
__ the following:
..-;j�� a. Holds a lease, license or permit from the County to •`
.. occupy and use Airport land areas for Commercial Aeronautical
`� purposes;
\
�j b. Advertises an Aeronautical Service or Activity in
� published or broadcast advertising media distributed to or �`.
; intended to be received in Aspen and Snowmass Village; �
i
. � c. Conducts aircraft operations under FAR Part 135 at or
from the Airport in excess twenty-five (25) enplanements per •��w
calendar year;
�F d. Derives qross revenue of $500.00 per calendar year from
FAR Part 135 operations at or from the Airport or 10� of the
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gross revenues of the Part 135 Certificate Holder, whichever
is less.
;;;.
18. NCOmmuter Air Carrier." A Commuter Air Carrier is an Air i�,�
Carxier Certificate holder licensed by the FAA to provide air
transportation (persons or property) to the public for hire on the �.
� following basis: (a) performs five (5) or more round trips per week F:
N between two or more points; (b) publishes flight schedules which ��.
specify the time, days of the week, and place between which such
Q� flights are performed; (aj operates with aircraft of sixty (60) f
seats or less; and (d) is required to operate under a Certificate ;
�`� M'" af Public Convenience and Necessity from the U.S. Department of +
1� u Transportation. !
Y Q I,
'� 19. "County." Pitkin County, Colorado, as represented by its �
� o £ duly-elected Board of County Commissioners (HOCC). �
� �
�'� 20. ��COUnty Representative." The BoCC may be represented in
u matters affecting the Airport by its designee, the County Manager, !
• �,�', or the County Manager�s desiqnee, the Director of Aviation or the
� � Birector of Aviation's designee, as indicated in writing.
�. � 21. "Date of Beneficial Occupancy (�BO)." A date on which an
'" y Airport LLP begins revenue-producing activities at or from the
� Air ort. For newl
� �+' •� p y-constructed facilities, the DBO occurs after
� °� �` Substantial Completion and may be on or after the issuance of a
�.1 "` ^ Certificate of Occupancy.
,.. �p
� •�
�v�6, ;5+ o m 22. "Director of Aviation." The County Representative for
Q purposes of operational and administrative decisions at the
� .�o � Airport. �,
s � •�
�- � M 23. "Equipment." Business or personal property used by a
a m Commercial Aeronautical Operator in the provision of Commercial
_ _ Aeronautical Services or Activities.
- 24. "Equitable Adjustment." An adjustment in the revenue and/or
.. the expense structure of the I,ease (which adjustment may include an
`� increase or decrease in the rent or fees paid by Lessee), that is
` negotiated by the parties in response to some future change in
,; circumstances specified in the Lease.
y
s 25. "Exclusive Right". A power, privilege or ather right �`
' excluding or declaring another from enjoying or exercisinq a like
. I power, privilege, or right. An exclusive right may be conferred �
ieither by express agreement, by imposition of unreasonable �,a
standards or requirements, or by any other means. Such a right �
conferred on one or more parties, but excluding others from S=
�1 enjoying or exercising a similar right or rights, would be an
exclusive right. An exclusive right to conduct an aeronautical �
activity, which is forbidden by federal regulation, is
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-- f distinguished from an exclusive right to occupy or use real estate,
,; which is permitted by federal regulation under certain conditions.
26. nExclusive Use.° The right of an Airport LLP, if so provided
in its Agreement with the County, to occupy and/or use land areas,
buildings, improvements and facilities solely and to the exclusion
of others for the term of such Agreement, as long as the Airport
LLP is not in default thereunder, subject o�ly to the terms and !
conditions set forth therein and the provisions of controlling law.
. ,p
N Z�• "FAA•" Federal Aviation Administration, Department of Trans-
� �„ portation, United States Government.
. p_n
�'i apu; 28. "FAA Facilities." Those facilities leased, constructed, used
i' h � or occupied by the FAA, including the FAA ATC Tower, ATCRBS Base
" 1�o Building and related facilities.
i r aj
29. "FFEI." An acronym that stands for furniture, trade fixtures,
o s�. equipment and inventory, but includes all business and personal
y�°; property that is not real estate that is used by a Commercial
' ' U Aeronautical Operator in revenue-producing activities.
�, u
a a
�� 30. "Facilities." A catch-all phrase, including Buildings,
� Improvements and Equipment and any personal property not included
'i :: � in the definitions of Buildings, Improvements and Equipment,
�i °s describing materials to provide services, or to support the
:� +� provision of services to General Aviation Aircraft and Passenqers
� u�-,i and Commercial Aeronautical operators.
�
'1'�� �� � N 31. "Fixed Base Operator (FBO) ." As fully defined in the Minimum
.4 �> Standards, an entity providing the minimum "Required" aggregation
�; °Q of Commercial Aeronautical Services including the retail sale of
�, � � aviation fuel.
L ,o-.+
„ } �,.�� 32. "FBO Facilities." Public-use facilities on the Airport
------���?� #� primarily to serve the customers of a fixed-base operator, e.g. GA
_ , Terminal, Main Storage Hangar, Maintenance and Repair Shop/Hangar,
'�'��.;� Aviation fuel farm.
� 4 33. "Fixtures." As distinguished from trade fixtures, fixtures
' � are property used by a Commercial Aeronautical Operator that are
� attached to real estate and are not intehded to be removed upon the
end of a tenancy unless otherwise agreed by the parties.
34. "Fueling Operation(s)." The storage, handling or dispensing
of Fuel for Aircraft at the Airport. All Fuelinq Operations at the ►°
Airport are either Retail Fuel Sales or Self-Fueling.
� 35. '�GA Area" or "GA End." The northern half of the Airport !�
(approximately); that part of the Airport occupied and used �
primarily by faci2ities for and operations of general aviation, i
� especially FBOs and S-FBOS and their customers; the General
� 6 �:
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�- � :1 Aviation Area is separated from the Air Carrier Area of the Airport �'
by a double yellow line at approximately A-5 on the Runway.
i'{:
36. "GA Facilities." Public-use facilities on the Airport *
primarily to serve General Aviation aircraft and passengers and S- �
h FBOs, e.g. T-hangars, S-FBO facility. �
� 37. "Gross Receipts." The total compensation, in whatever form, !
�j charged or received or receivable by ABO for or from the operation ��
M � of the T-hangar facility or the S-FBO facility, as the case may be. �
�` 0 38. "Ground Handling." The provision of certain Commercial �
� ;,;
� Q Aeronautical Services, such as line services and baggage handling,
by one operator to aircraft on the ground operated by another
G L operator, pursuant to Agreement between them.
m
� U 39. "Improvements.�� The products of the expenditure of funds �
a a relating to real estate that are not Buildings or Facilities
� +� including, without limitation, utilities and paving.
C
� U
;; C 40. "Inflation Escalator." The percentage increase in the
� �� Consumer Price Index - All Urban Consumers (CPI-U) - II.S. City
``�7 �+x, Average - All Items, during the latest available preceding 12-month �
P a period, or four percent (4$), whichever is greater. If the CPI-U
� ceases to be published by the U.S. Department of Labor, the parties
�! .� N shall agree on a suocessor index representing the broadest national
� �� indicator of consumer inflation. Inflation Escalator inereases
t„j a � shall be cumulative, compounded annually, i.e., the percentage of
. ' ,� Q increase shall be applied in each instance against the MAG or rent
�� ;� � � for the preceding Lease Year.
,a � �
M � 41. "Lease Year." A "lease year" or "operations year" hereunder i
`� � N shall be October 1 to September 30 annually.
%j
j•
" 42. "Major Repairs." Aircraft airframe and engine maintenance, ��
- r preventive maintenance, repair, replacement, rebuildinq,
- alteration, painting and refurbishing, that: ;
;;��
a. Is not listed in the aircraft, airframe, engine
;.,
+' or propeller specifications; or !
� b. Might appreciably affect weight, balance, `.,
� structural strength, performance, powerplant operation,
flight characteristics or other qualities affecting air
� worthiness; or
� � �:
c. Is not done according to accepted practices or
cannot be done by elementary operations; or
� d. Are not incidental to "Required" services, as 1
defined in the Minimum Standards; and ,y,
�
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#36472U 12/17/93 15:24 Rec �.�.�f.i �r' 735 F'G 713 �
5ilvia Davis, pitkin CnEy CIerF::, Doc �.c]Q
� (e) Add to Airport impacts, in excess of "Required"
activities, in the areas of noise, air or ground traffic, air
or water pollution, hazardous materials or other environmental '
degradation.
� �
43. "Minimum Standards." The Minimum Standards and Requirements s,
fo�- the Conduct of Commercia2 Aeronautical Services and Activities :.
at the Aspen/Pitkin County Airport, which were adopted by the BOCC F`
m on January 28, 1992, and amended by the BOCC on August 24, 1993. ;
. ti I
� 44. "Preferential vse." The right of an Airport LLP, if so �
�^ provided in its written Agreement with the County, to occupy and/or i
�: ""�' use land area, buildings, improvements and facilities solely and to I
,��j�" the exclusion of others for the term of such Agreement, as long as ;;
� the Airport LLP is not in default thereunder, subject only to the
�n° terms and conditions set forth therein, controllinq law, and the
�' right of the County to withdraw from such Agreement all or part of
�`:' �L such land area, buildings, improvements or facilities thereon, upon
. a notice to the Airport LLP, as provided in such Agreement.
�tj 45. "Procurement Action." An administrative process, undertaken
• a T by the County pursuant to its Procurement Code, for the public
,Y�, solicitation and competitive selection of a provider of goods or
,�v services to the County. -
�� 46. "Public Airfield Facilities." A term referring to the Airport
"Y Runway (15/33); Public Airfield Facilities Taxiways and Taxilanes;
�+
�•-� and Public Airfield Facilities Ramp areas (other than the ramp or
°�� apYOn areas to or for which the County has previously, or by this
Agreement, or may from time to time lease, assign or grant
�k6, ` �� Exclusive or Preferential Use) ; and any extensions or additions to
- p � the above and any other space or facilities provided by the County '
Q at the Airport and expressly so identified for public and common �
.�o ro use by aircraft operators in connection with the landing and taking i.
'° "" off of aircraft, or in connection with operations hereinafter ; -:
�� >
�-" authori2ed to be performed by aircraft operators upon the aforesaid ;;
- � �in Runways, Taxiways, Taxilanes and Ramp area; but only as and to the `
.,:>� extent that the same facilities are funded by grants from the ��
,-� Federal Aviation Administration (FAA) and are from time to time
expressly designated by the County at the Airport for public and
'� common use by the aircraft operators. ;�
Airport LLPs shall be entitled to use the Public Airfield
Facilities in common with other operators of airaraft for the
following purposes: Runways, for the purpose of landing and taking
; off of aircraft; Taxiways and Taxilanes, for the purpose of ground
. movement of aircraft; and Ramp areas, for the purpose of unloading � .y.;
and loading passengers, baggage, freight, mail, supplies and cargo i
to and from the aircraft, together with the right to use designated
portions of the ramps for delivery and pickup of freight, cargo, 1.� "
� and mail by ground vehicles or other means and the right to '�!
reasonabZe use for it or its contracted vehicles servicing �-.
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#36472U 12/17/93 15:24 Rec �.O!� PK 735 F'C� 714
Silvia Davis, Pitkin Cnty Cler•k•, Doc �.0�:� �
�.
� � aircraft, and for the purpose of performing self-fueling and other
ramp services. ; ;
Airport LLPs shall be entitled to use the Pubiic Airfield r�'.:
Facilities in coaunon with other public or permitted users, subject
to compliance with the reasonable and non-discriminatory terms and �
conditions (including the payment of rates, fees and charges) upon (
Q. which they are made available for such use and compliance with the i;'.
N reasonable rules and regulations prescribed by, or which may be �
prescribed by, the County with respect to the uses thereof
�� including, but not by way of limitation, rules, regulations and
directives relating to safety and security of the Public Airfield
�: r�i� Facilities.
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�� o i �
`Y' 47. "Public Airfield Facilities Ramp." The paved area outside the
r' � L areas leased to the Air Carriers and the FBO(s) that are not
a runway, taxiways, or taxilanes.
�U
� 48. "Public Airfield Facilities Taxiways." The paved area outside �
a� the area leased to the FSO(s) identified and used exclusively for � �
,ar� the movement of aircraft to and from the Runway.
.. -
- �� 49. "Ramp." The paved portion of the GA Area, identified and used
?i � .0 exclusively for the storaqe and movement of aircraft including
�� Aircraft Parking Areas, Aircraft Circulation and Staging Areas and
� General Aviation Facilities Taxilanes.
i .+ N
- �Q ;• � �� 50. "Retail Fuel Sales." The conduct of Fueling Operations by a _
�,_ti,:.i o o Person for money or other valuable consideration (present, past or
,� future) including services of any kind whatsoever. f �
,o �n !
u�i> 51. "RUnway." That paved portion of the Public Airfield
��.y� Facilities identified and used exclusively for aircraft for taking �".
�� off and landing and taxiing immediately before and immediately
__ after takeoffs and landings, F�
52. "S-FBO." As fully defined in the Minimum Standards, a
.. ��>! Commercial Aeronautical Operator that provides fewer than the
`� complete aggregation of services and activities (including the � ;
� retail sale of fuel) required to be qualified as an FBO. k,;
�,
� 53. "S-FBO Facility.n A separate building containing separate �_ '
aircraft hangars, staging and parking areas, and supporting
; administrative, reception and storage areas for the operation of S-
. i FBOs. `, Lr:
I
` 54. pSelf-Fueling." The conduct of Fueling operations by an -
Airport Permittee, under the Aircraft Fueling Regulations, for that j ��
� Person's own Aircraft, using that Person's own equipment and by an ;�;
individual Person or her/his/its own employees. y�,
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I #36472C� 12/17/9:� 15:^c4 Rec �,pU E+f; 735 F'6 715
� Silvia Davis� Fitkin Cnty Clerk� Doc �.00>
-- -._ __ � 55. "Self-Fueling Operations." The conduct of Fueling Operations
? by a Person for its owh Aircraft, using its own equipment and by
r its own employees.
56. "Signatory Air Carrier." An Air Carrier certified by the FAA
under FAR Parts 121 or 135 to engage in ihterstate or intrastate
_� m transport of persons, property or mail on a regularly scheduled
r� N basis, and pazty to a Use and Lease Aqreement or Air Carrier
� Operating Permit with Pitkin County. �
_; c�o
a.
• ?i �,� 57. "SUblessee." A third party receiving transfer by ABO of a
;:; F � portion of the leasehold for purposes of the provision of
t` : X�o Commercial Aeronautical Services as defined by the Minimum
,p Standards.
c�:' o� 58. °Taxilanes." The paved portion of the GA Area ramp within the
-'! y�,� area leased to a FBO identified and used exclusively for the
�', �v movement of aircraft to and from the Pubiic Airfield Facility
�� Taxiways to the FBO and General Aviation Facilities and for
� internal circulation of aircraft within those areas.
�v
' `�� �: r 59. "T-hangars." Buildings or temporary structures (commonly
;� �� designed in a "T" configurationj and used for the storage of
ji � general aviation aircxaft on the Aspen/Pitkin County Airport.
;? �a Occupancy and use of T-hangars is permitted only by parties who are
�: � .. not Commercial Aeronautical Operators.
.� ,-+ N
� ;> 60. "Tenant." A sub-lessee or licensee of ABO in the normal
�' Q course of business including, without limitation, parties occupying
� � � Tiedown Spaces or other Aircraft Parking Areas, the S-FBO and T-
��`� � ,�o � hangar facilities.
� 3' t��i+ 61. "Tiedown Spaces." Spaces used exclusively for the non-
� #N temporary parking of aircraft for purposes other than staging and
servicing of aircraft, which may include use of restraining chains
or ropes used for securing parked aircraft.
---.;,.';''.
'.-��t�.'- 62. "Trade Fixtures." Business or personal pr4perty used by a
��'?�•^.� Commercial Aeronautical Operator that is attached to real estate
' but is intended to be removed upon the enr! of a tenancy unless
�� otherwise agreed by the parties.
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� ifJ64ftV 12/17/93 15:c^4 fiec $.Oi7 Ph 735 F'G 71b
� Silvia Davis, Pitkin Cnty Clerk, Doc �.��4
_.__ E
�� SECTION B. PREMISES
(Term, Reservations, Uses, Requirements, Restrictions).
r`;
;�
1. Demise of_ Premises. County hereby leases to ABO, and ABO
a� � hereby Zeases from County, upon the terms and conditions contained
� ap herein and subject to the rights reserved by County herein, that
3y N portion of the Airport, Pitkin County, Colorado, including land
�o areas and buildings, improvements and facilities situated thereon, �
`` °'� as shown on the map attached hereto as Exhibit A and incorporated
- . --'{ M'� herein by this reference (hereinafter the "Premises"), and more
�'� I+- o particularly described as follows:
� '''� �°
- a. Land Areas (Existing).
i�j 4.�:
�� � w i) Lot 1, proposed Airport Subdivision Exemption Plat,
.� � as shown on Exhibit A, and as more particularly described
/ Y .
�; � � by metes and bounds on Exhibit B (Sheet 1) attached
;r �� hereto and made a part hereof by this reference, except
• �v the following areas:
3� �a a) Public Airfield Facilities.
�<.� .+�
�� t•�+ b) FAA Facilities.
�, o'°'
�S �
� � y 2) Easements, used in common with other Airport LLPS,
�•� for ingress and egress to and from the Premises.
� a m
Q 3) Initial Lot 2, proposed Airport Subdivision
' �� � .�o ti Exemption Plat, as shown on Exhibit A, and as more ;
� � �'j particularly described by metes and bounds on Exhibit B ;
� �� (Sheet 2) attached hereto and made a part hereof by this
a �
� � a'in reference, except the following areas: ?.
� a) Pub2ic Airfield Facilities. �
� - : �'� b) FAA Facilities. ��
,'' �
•�,�Q�:j b. Buildings, Improvements and Facilities (Existinq)
�'� - 1) General Aviation Terminal Building and apron.
,�. .
2j Repair and Maintenance Hangar/Shop and apron.
3) GA Charter Terminal Building and apron.
• 4) Main Storage Hangar and apron. k-
{
5) North Ramp, except Public Airfield Facilities
� 6) South Ramp, except Public Airfield Facilities.
7) Aviation Fuel Farm.
11
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#364r2U 12/1 i/93 1:,:24 fiec �.4�� RK 735 F'G 717 �
Silvia Davis, F'itkin Cnty C1erHz� Doc $.QO y+
{.
S) T-hangar Facility.
�;.,'
9) GA Area Motor Vehicle Parking Lots, except FAA i
Facilities, j�•_
�N While Lot 1 includes the land areas presently occupied by the
�p County Road and Bridge Building and the Automobile Fuel Farm, �f��
LL`� the improvements and facilities comprising said County Road i
' Goai and Bridge Building and Auto Fuel Farm are expressly excepted i
� � and excluded from the Premises being leased to ASO hereunder.
�,: o
�° c. County hereby grants to ABO the ExcZusive Use of all of
r,Y Lot 1, as shown on attached Exhibit A, including the entire •
� � land area therein and all buildings, improvements and
w., facilities now or hereafter located thereon, and the Exclusive
�', �� Use of all buildings (excepting the FAA Building) ,
s� improvements and facilities presently located on Initial Lot
�� 2, as shown on attached Exhibit A. ABO is hereby granted the
, � right to occupy and/or use said 2and area, buildings
•• � improvements and facilities solely and to the exclusion of
�:� others for the term of this Lease, as long as ABO is not in '
�.� default hereunder, subject only to the terms and conditions �,
o�r� set forth herein and the provisons of controlling law. When
�, .. an existing bui2ding on Initial Lot 2 is demolished by ABO '
�� pursuant to the Redevelopment Agreement, ABO's exclusive use
-+ > rights with respect to that building shall automatically
�� . °Q terminate.
. 4i` i �
-�` � � d. Count hereb
�•� y y grants to ABO the Preferential Use of all
�,�. of Initial Lot 2, and following the relocation of Highway 82, ;. .
��N all of Future Lot 2 as well, as shown on attached Exhibit A, j .
including the entire land area and all buildings (excepting ' • .
the FAA Building), improvements and facilities now or i ,
hereafter located thereon. ABO is hereby granted the right to �:.
-- -,,� occupy and/or use said land area, buildings, improvements and : �
' � facilities solely and to the excivsion of others for the term �
, `�� of this Lease, as long as ABO is not in default hereunder, 3
subject only to the terms and conditions set forth herein,
�, controlling law, and the riqht of the County to withdraw from � �'
this Lease all or part of such land area and/or one or more of ;; `!
the buildings, improvements or facilities that may hereafter 'i. .�
be constructed by ABO on Lot 2, upon notice to ABO, as F
provided hereinbelow. Although existing buildings on Lot 2 do
not fall in the "Preferential (Jse" category, as and when an �;.
existing building on Lot 2 is demolished by ABO pursuant to i . �
� the Redevelopment Agreement, ABO's exclusive use rights with � M,
� respect to that building shall automatically terminate. i 1 �`
� � ;�i
e. County and ABO acknowledge that the Map attached as •,li,
Exhibit A may not be to scale and shall be replaced at such '�?.
time as a scale map based on actual survey data becomes avail- � � i
able pursuant to the Redevelopment Agreement between the � "
; 12
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#36472U 12/i r/93 15:<4 Rec �.i�U &F: 735 FG 71B "
Silvia Davis, Pitkin C�ty Clerk, Do� �.�?O �`
� -' parties, as defined and identified below, and is published and /�'' •
recorded as the Airport Subdivision Exemption Plat in the real
estate records of Pitki.n County, Colorado. The parties ' ,.
mufivally agree to execute (ahd to record if necessary) such �
� amendments to this Lease as may be required to conform the i. '�,�'
N legal description and survey map(s) of the Premises and of "
�� Lots 1 and 2 thereof to the information provided by the field j �' ,
a� survey.
� �
� � � f. County represents to and covenants with ABO that it ���..
�, Q has good and marketable title to the Premises, including legal (
� ;n and functional access thereto, and that it is hereby leasing ,
� y the same to ABO free and clear of any liens, encumbrances, I
o � covenants, easements or restrictions, except and subject to �
y� .. those matters listed in Section 2 of Schedule B of the title t�. ,
�v insurance commitment attached as Exhibit C and made a part
�,r � � hereof by this reference. The foregoing County representation
� �� shall also run to the benefit of any Mortgagee or
,� institutional lender, as those terms are used in this Lease.
.. c
• °y g. County hereby further grants to ABO an exclusive easement ; .
'" and right-of-way over, upon and across the area lying west of I
a d Initial Lot 2 and shown and designated on Exhibit A as "Future
� - Taxiway and its Related Object-Free Area", for purposes of �
� N continued aircraft parking by ABO. This Easement shall
� > automatically expire on the Date of Beneficial occupancy at
� q the Airport of a Second FBO, or at such time as County
completes construction of an alternate aircraft parking area
' � � � of equivalent size for the use of ABO.
:@�
�o '+ i �.
# �. Future Lot 2. With FAA fundinq, County has recently acquired !
and known as the Airport Ranch in the northeast quadrant of the �
Airport. It is �he intent of the County to use such land first for ;
the relocation of Highway 82 and next for Airport purposes, the
designation of which purposes the County has reserved. The portion .
-.------- of said Airport Ranch and of existing Highway 82 designated as
"Future Lot 2" on attached Exhibit A {except any Public AirPield
.:� Facilities and FAA Facilities thereon) shall automatically become
part of the "Premises" as defined herein, at no additional rental,
�� subject to all of the terms and provisions of this Lease, upon
completion of the relocation of Highway 82. At such time as Future ;;
Lot 2 becomes part of the Premises, County and ABO agree to amend
� the Airport Subdivision Exemption Plat to reflect such expanded Lot
i a'
Following completion by the County of the relocation of Highway 82
and of any remaining necessary survey work relating to Lot 2, the ''�r�
parties mutually agree to execute (and to record if necessary) such ;
� amendments to this Lease as may be required to finalize the legal :
description and survey map(sj of Lot 2 and to conform the same to
� field survey data. The parties acknowledge that it is the
! obligation and intention of the County to establi�h �-- :.�z 2 that is
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#3647�C� 12/17/93 15:24 Fec �.4�J RK 735 FG 714
Silvia Davis, Fitkin Cnty Clerk, Doc $.Of�
t
--._. roughly equal in size (including then-existing ramp) and
��'� deVelopment potential to Lot 1. With respect to said Lot 2 only,
t.j the County reserves the right to designate setbacks, easements,
buffer zones, open space and future expansion area ih the best
interests of the County and in conformity with law. The parties
'! further agree that any such finalizing of the Lot 2 boundaries and
;" m legal description shall not alter or otherwise affect the
N boundaries or uses of Lot 1 or ABO's rights hereunder with respect
�; a;� to Lot l, unless ABO otherwise agrees in advance in writing.
:`? �p yi
� M7 3. Additi.onal Premises or AdditionaZ Riahts in Existing Premises.
'-,� h o If, during the term of this Lease, land areas or buildings,
1� 'j �o improvements or facilities outside of Lots 1 and 2 are added to the
Premises under this Lease, or if the allowed uses of the Premises
H o� (as set forth in Section B(11) below) are expanded by County, ABO
. w and County shall negotiate in good faith and agree on the
'�v additional rental and/or fees to be paid by ABO for such additional
`' u Premises or expanded permitted uses.
' ';� �.0
,�� 4. Redevelonment Aareement. The parties hereto also are parties
`� -� to that certain Redevelopment Agreement, of even date herewith,
' � �� which is incorporated herein by �his reference as a material term
,� y of this Lease. The parties to the Redevelopment Agreement, as a
.� P� separate obligatiott under this Lease, shall perform their obliga-
;� � tions to each other in a timely, complete and sufficient manner.
� � N When an existinq building or improvement is demolished by ABO
��, �•� pursuant to the Redevelopment Aqreement, that building or
� m ia+provement shall be deemed automatically released from this Lease.
� � When a new building, improvement or facility is constructed on the
' Si� .�o m Premises by ABO pursuant to the Redevelopment Agreement, it shall
'''� �'j remain in the ownership of ABO until title is transferred to the
�� County as provided herein, but it shall otherwise automatically
�rn become part of the Premises and subject to the ternts and provisions
of this Lease.
a. The Buildings, Improvements and Facilities to be
-- —,:��,�` constructed by ABO are as follows:
�.�P'i?,`j�- 1) General Aviation Terminal Building and apron.
�� 2) Main Storage Hangar and apron.
` 3) Repair and Maintenance Hangar/Shop and apron.
4) FBO motor vehicle parking lots.
S) T-Hangar Facility.
6) S-FBO Facility.
� 7) De-ice pad and facility.
' 14
�
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i j:
8) Aviation Fuel Farm.
b. Transfer of title. The title to all bui2dings, Facili- ' '
ties and improvements constructed by ABO pursuant to the �.•:�
Redevelopment Agreement shall he conveyed by Bargain and Sale { -
Deed to County on or before September 30, 2023, or upon the
Nearlier termination of this Lease pursuant to the provisions �' '
hereof, with the timing of such conveyance(sj to be determined � �.
a^ by ABO in its discretion from and after October 1, 2006. Any ,
such conveyance(s) of title that ABO may wish to make before �
M'� that date must have the prior written consent and approval of i
�_- r� u� County. Such conveyance(s) shall be made free and clear of �
�n all liens and encumbrances, except those that do not, in the ;
reasonable opinion of County, render title unmerchantable or �.
�� � uninsurable. Following any such conveyance to the County,
, `� a this Lease (and any security interest in the Lease held by a
�,i �" � Mortgaqee) shall continue in full force and effect with
'I � T respect to the conveye@ Property (including ABO's obligations
;t c to maintain, repair and insure the same), and the County may
release any security interest the County may have in the
� � v conveyed Property.
c
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� � 5. Public Airfield Facilities. ABO shall be entitled to use the
� � Public Airfie2d Facilities in common with other operators of
� aircraft. It is understood and agreed by AHO that the use of the
� N Public Airfield Facilities may be in common with other public or
� ..� permitted users, upon compliance with the zeasonable and non-
' � discriminatory terms and conditions {including the payment of
� �4� ;tt: � a rates, fees and charges) upon which they are made available for
� .Q �a such use and in conformity with the reasonable rules and regula-
� '� tions prescribed by, or which may be prescribed by, the County with ��
�o -+ respect to the uses thereof including, but not by way of '�
�' in limitation, rules, regulations and directives relating to safety ;
: and security of the Public Aircraft Facilities.
Y
u .
--=-.`'� 6. Reserved Rights of Pitkin County. County reserves the
y� following rights with respect to the Premises and the uses and
operations to be conducted thereon by ABO:
� � a. County reserves the right to unimpeded aocess over and ',.
' '" across the surface of the Premises, except for the buildings
i and other improvements now or hereafter situated thereon; �,
�? provided, that County shall not, in the exercise of this
� reserved right, unreasonably interfere with or impair ABO's
( rights hereunder or A80's use or operation of the Premises.
County shall be entitled to enter upon the Preraises and into
the buildings and other improvements thereon, in a reasonable `""
manner, for the purpose of inspecting the same, preventing v
� waste or loss, responding to emergencies or enforcing any of
County's rights hereunder. 1
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� -- b. County reserves, for the use and benefit of the public,
, the right of flight for the passage of aircraft in the aiz s.
space above the surface of the Premises, toqether with the r'
right to cause in said air space such noise as may be inherent
in the operation of aircraft utilizing the Airport. '
,o c. County reserves the right to protect the aerial !
N approaches of the Airport against obstruction, including the i:
riqht to prohibit ABO from erecting, or permitting to be
�L erected, any building or other structure on the Premises which
m� would, in the reasonable judgment of the County, constitute a :
tl h u
hazard to aviatfon.
0
�• o d. County reserves the right, during the time of war or
�; ''r' .. national emergency, to lease the Airport or any part thereof,
L L including the Premises or any part thereof, to the United
w States Government for military purposes, and, in the event of
�' � such lease to the United States Government for military
� � purposes, the provisions of this Lease shall be suspended
s +� insofar as such provisions may be inconsistent with the provi-
• ,� � sions of the lease to the United States Government.
'.,
'' � � e. County reserves the right to subordinate the provisions
,,, of this Lease to the provisions of any future Aqreement
- � •� between the County and the United States Government relative
�:i ° `� to the operation, maintenance or development of the Airport
� �; which Agreement may be required as a condition precedent to
` � •� the expenditure of Federal Funds for the development,
- �h � o ro maintenance or operation of the Airport and, if such an
�=c�s, `� � A Agreement is entered into between the County and the United ;
�' � m States Government, the parties agree to execute an amendment
} u� > to this Lease so as to remove any material inconsistencies
; �,�., � between the Lease and the Agreement with the United States
; # �n Government. No such subordination shall unreasonably
' interfere with or impair AHO�s rights hereunder or ABO's use
__ _ _ or operation of the Premises, or unreasonab2y impair or limit
the rights of any Mortgagee as defined in Seation D(2) (b)
;±;•,_ below or shorten the term of the Lease.
`� i In the event that by reason of any such Agreement with
� the United States Government that meets the standards set
forth above, it becomes necessary to modify, relocate or � °
' remove any improvements or other structures situated on the �
Premises, ABO agrees to modify, relocate or remove any such
improvements or structures as directed by County and County
shall compensate and reimburse AHO for all damages, costs and w<:
expenses (including modification, removal or relocation costs) �
t suffered or incurred by ABO in consequence thereof. Provided I .,,
always, that no such modification, removal or relocation shall
!1 unreasonably interfere with or impair ABO�s rights or
operations hereunder, and that if a bnilding or facility on �:,
Lot 1 is to be relocated, it can only be relocated to another ;
16
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� -- site within Lot 1, and such new site must be reasonably
functional for the purposes for which the building or facility
is intended. Any compensation or reimbursement due ABO under
this provision shall be paid directly to ABO�s Mortgagee (and
if more than one, in the order of priority) on account of any
encumbrances on ABO's leasehold interest.
m f. County reserves the right to direct all activities of ABo
N at the Airport in the event of an emerqency.
. CJ G
'�-G g. County reserves the right to grant other leases, uses,
�� permits or rights to operate on the Airport so long as such
�. '; N u other grants do not unreasonably interfere with or impair
„y�° ABO�s rights hereunder or ABO�s use or operation of the
w Premises, and also reserves the right to direct changes in the
_ ��; way ABO conducts its Airport operations in the event that
Q � County determines, in the exercise of its reasonable judgment,
�«� that one or more aspects of ABO's method of operation is
� unreasonably interfering with the lawful and proper use by
�� others of the Airport. Provided, that this reserved right is
• �v not intended to allow County to deny ABO the basic right to
_, use the Premises for any of the uses required or permitted
�:� ,�� hereunder.
�s
�.� h. County reserves the right to further develop and/or
��- improve the Airport, including the Premises, as County deems
., - appropriate without interference or hindrance by ABO, and
"' N County shall have no liability hereunder to ABO by reason of
�.�
- �` -+ > any interraptio� to ABO�s operations on the Premises occasion-
'�`i;, �'1 �A ed by such development and/or improvement of the Airport;
� ,� provided, that if ABO shall be unable to conduct reasonably
�n•� normal business operations on the Premises by reason of any
.�p� such development and/or improvement of the Airport, then all
�N rent and other fees payable by ABO hereunder shall be subject ;.
to Equitable Adjustment during the period of such
_ interruption.
�•,;:,;�_. i. County reserves the right to prohibit any activity not
expressly required or permitted herein and/or in the Minimum
`� Standards without prior notice to, or compensation to, ABO.
.
j. County reserves the right from time to time to amend
i; Title IV (Airport Regulations) of the Pitkin County Code, in
accordance with normal Code amendment procedures, and ABO
_ shall be subject thereto, provided that no such amendments
. ' shall unreasonably interfere with or impafr ABO's rights sr.
f hereunder or ABO's use or operation of the Premises.
1 7. Acceptance of Premises. The parties acknowledge that ABO has �,�
� beer► in possession of a portion of the Premises for approximately
eight (8) years and agree that the Premises (inc2uding the existing �
fuel farm) are accepted and will continue to be occupied on an "as
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' #3647:cU 12/1 r/93 15:24 Rec �.OC� BK 735 F'� 723
Silvia Davis, F•itkin Cnty Clerk.� Doc $.�tt�
�-�- . is basis, subject to the County's existing fuel farm maintenance
responsibilities set forth in Section 15(f) below, and subject
further to the understandings and agreements of the parties with
respect to the auditing, reporting and remediation of hazardous
enviror►met►tal conditions affectinq the Premises as set forth in the
Redevelopment Agreement of even date herewith.
W 8, erm. The term of this Lease and Use Agreement shall be
N thirty (30) years, commencing as of October 1, 1993 and expiring on
�p September 30, 2023. ABO acknowledges the County's stated intent
' �-� and obligation to expose the Premises and rights granted hereunder
�m ui to public competitive selection process at the expiration or
� j� � termination of this term.
0
oYq Q 9. Preferential Use. Notwithstanding any other provision of this
� � Lease, With respect to the Preferential Use Premises, i.e., Lot 2
c � and any buildings, improvements and facilities hereafter
�n °: constructed thereon (but excludinq the existing buildings thereon),
v as identified and defined above,
W T
� � a. County may, upon at least ninety (90) days written notice
� '° � to ABO (or such qreater notice period, but not longer than 180
� � days, to avoid a mid-season transition for the convenience of
��c the General Aviation customers), terminate this Lease with
" respect to all or any part of the Preferential Use Premises
o�- a upon the happening of any of the following:
t � � 1) The Date of Beneficial Occupancy of newly-
.�. > constructed facilities of a 2nd FBO.
�,r ! ° '° �
~�"' � Q 2) A final order from the FAA subjecting the County to �
�
� � an imminent ineligibility for or loss of federal Airport
� ,� ,� funding that directly or indirectly requires County ,
� � ownership, management, use or occupancy of a Preferential `
Use land area, building, improvement or facility.
----- '.="1 3) A formal determination by County to resume public
�'-�` - possession and management of any Preferential Use
� Premises in the best interests of the County.
,� � b. Upon the date specified in the notice therefor, ABO will
� promptly and peaceably redeliver and surrender the
Preferential Use Premises (or the identified part thereof) to i
County and County will compensate ABO as follows:
i
� �
( 1) By an abatement of rent for the land area remqved �r•:
' ; from the Lease, based on a schedule of land values to be
mutually agreed upon by the parties and attached to the -
Redevelopment Agreement on or before April 1, 1994. It is �
� the intent of the parties that a greater percentage of
the value of Lot 2 shall be allocated to the paved '
�.
j 18 ��
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Silvia D�visy Fitkin Cnty Clerk� Doc �,�jfj
-' - _ aircraft parking area on Lot 2, in a ratio of five (5)
for paved parking to one (1) for the unimproved portion
of Lot 2; and
;,' 2) By a cash repurchase of any buildings, improvements
y1, or facilities constructed by ABO and removed from the
;�i Lease, in an amount equal to the Book Value thereof. All
�� proceeds of such cash repurchase shall be paid directly
„ to ABO�s Mortgagee (and if more than one, in the order of
, ;� o, priority) on account of any encumbrances on ABO's
� N leasehold interest.
�;
�_ :� �� 10. Minimum Standards. ABO shall conduct all of its activities
4;: m� and provide services in strict compliance with the Airport�s
�� h � Minimum Standards for the Conduct of Commercial Aeronautical
o Activities, adopted by the County on January 28, 1992, and amended
�� �Q by the County on August 24, 1993, as they may be further amended.
' '. r; - The parties understand and agree that any amendments to the Minimum
, ;:i �z Standards that may be adopted durinq the term of this Lease will
s:� • w not unreasonably interfere with or impair ABO�s rights hereunder or
:.'j u� ABO�s use or operation of the Premises.
�;; r�t+�+ il. Use of Premises. ABO shall use and occupy the Premises solely
!� ,�� for the purpose of conducting a general aviation, full-service
i� � � fixed-base operation.
o..+
� '"Y a. Allowed uses shall be all those re uired or
+� q permitted
� P d herein or in the Redevelopment Agreement, includinq all those
• � � defined as "Required" or "Permitted" in Section II of the
��:y � � N Minimura Standards, excepting the following described uses,
�•� which shall not be permitted uses hereunder, to wit:
� >
� �
,�Q 1) Commuter Air Carrier, as defined herein.
.o m
� �i 2) Major Repairs.
-` #'in
� 3) Ground Handling.
;,�
="'ni:`j�
.. :`.g (ij Air Carrfer End. Except pursuant to
`� prior written agreement with the Airport,
-�. which agreement will not be unreasonably
withheld, ABO may not provide ground handling
services to Air Carrier Aircraft using the
Air Carrier Terminal.
. (ii) GA End. Except pursuant to prior
written agreement with the Airport, which
agreement will not be unreasonably withheld,
_- ABO may not provide ground handling services
� to Commuter Air Carriers or to Air Carriers at
' the GA End of the Airport.
19
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._ , b. Any use or activity not specifically required or per-
�- mitted herein, in the Redevelopment Agreement, or in the
Minimum Standards shall be and is hereby prohibited, except as
by separate prior written permission from the County.
c. Nothing contained herein, or elsewhere in the Lease,
shall be deemed or construed to grant to ABO the exclusive
�; right to conduct a fixed-base air operation at the Airport or
to constitute an exclusive aeronautical activity in violation
; P of Section 308(a) of the Federal Aviation Act of 1958.
. �
�V 12. Reauirements of FBO operation. At all times under this
� i�;; Agreement, ABO shall operate a fuZl-service fixed-base operation in
m y; accordance with the terms of this Lease and the Minimum Standards,
h u to the level of first-class FBO's at similar U.S. resort destina-
o tion airports. For the term of this Agreement, unless released in
�° a writing approved by the County, ABO shall conduct its fixed-base
, � Y aperations in accordance with the following requirements:
C� L
°1 a. Hours of operation. ABO shall provide Required Services
� v seven days a week at all hours the Airport is lawfully open to
• � > General Aviation operations.
� C
-�� b. Control of employees and others. ASO shall ensure that
:: c its employees, representatives, contractors and others within
-! o Y its control conduct themselves in a safe, businesslike,
� courteous and cooperative man»er consistent with similar
� P;; first-class FBO operations in resort communities.
� ��, ? � N c. Curfew Enforcement Obligations. ABO shall timely report
`-`�. � �> to County, on forms provided by County, all violations of
� '� applicable curfew regulations of the Pitkin County Airport, as
i .oA established and/or amended from time to time by County, which
j � � are observed and/or known to ABO, and ABO shall provide the
f �� '�N-number" and description of the subject aircraft, the name
�� and address of the owner and/or operator of the violating
- - - aircraft and the pilot thereof, if known, and file it with the
':-�` Director of Aviation. ABO shall, at the request of County,
'�..:::
�,, cooperate in good faith with County in County inquiries,
• investigations and enforcement actions concerning suspected
�� violations of curfew, noise and other rules and regulations. ;
�
d. Noise and Congestion Abatement Obligations. ABO shall
distribute to all aircraft owners and pilots using the
Premises any and all information and material provided by
! County pertaining to the procedures and use of the Airport,
� includinq, without limitation, suggested methods to relieve �,:
� peak period traffic congestion, general aviation landing fees
I (if any), noise abatement procedures, and similar information. t
� ABO will cooperate in good faith with County and other users
of the Airport to discuss Airport operational problems,
including especially airspace access congestion, and to
consider solutions or mitigation techniques.
� 20 �
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Silvia Davis� F'itkin Cnty Clerk, Doc $.�]4
13. Facilitv to be onerated in the Public Interest. ABO
'� � acknowledqes that the Airpart is a publicly-funded, public-use
facility and agrees that its operation and manaqement of FSO and GA
facilities hereunder shall at all times be in the public interest
and under terms and conditions of use that are fair, reasonable and
not unjustly discriminatory.
P 14. Countv Airoort Comnetitive Policy. ABO acknowledges the
N Airport�s policy to promote and preserve competition in the
t�e provision of Commercial Aeronautical Services and agrees to be
, �`� bound by the provisions of that policy, including the following:
mw
�u a. No full-service fixed-base operator {"F8o") an the Airport
�l. Y Q shall be permitted to acquire, own or control an operational,
a� ownership or debt interest in another FBO on the Airport.
G sc
`?� b. ASO will not engage in or agree to engage in any unlawful
�+� restraint of trade or unlawful anti-competitive practices.
u
°��' 15. Manaqement of Aviation Fuel Farm (Existina). In the
�v management of the existing Aviation Fuel Farm:
. �
••� a. ABO shall manage the existing aviation fuel farm and
��� shall provide for the retail sale of aviation fuel, including
o-� Jet A an@ AVGAS. ABO shaZl keep and offer For sale sufficient
�d quantities of aviation fuels and lubricating oil of standard
i;; �N grades, brands and quality as are commonly used and demanded,
�.,, sufficient to satisfy the public need, to make such fuels and
lubricating oils available to the public and scheduled Air
j �a Carrier aircraft during such hours as ABO is required to
�`�i�, �,� provide services at the Airport; provide sufficient employees,
` �•� equipment, fuels and lubricating oils to enable it to meet all
!' �o.�, scheduled Air Carrier aircraft requesting such fuels and
� #y lubricating oils, to enable such Air Carrier aircraft to meet
all turnaround times and schedules.
�_� b. AHO sha21 provide sufficient fuel trucks and personnel
'�"�r trained in aircraft fueling and fuel handling safety
, =.;:-� procedures.
° c. ASO shall utilize this area only for the storage of avia-
,�� ; tion and aviation-related fuel in existing tanks and necessary
a related activities on the fuel farm facility property.
e
� d. ABO shall be responsible for compliance with FAA Advisory
i Ciraular 150/5230-4, as well as all applicable federal, state
, � and local regulations reqarding fuel storage, fuel delivery, �,
fuel dispensing and facility safety and reporting.
' �
e. As and when appropriate, ABO shall provide mechanical
� discrepancy reports to the County with respect to the existing
fuel farm, in the form attached hereto as Exhibit D and made
a part hereof by this reference.
21 !
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#36472U 12/17/93 15:24 �,ec �.OU HF: 735 F•G 727
Silvi� Davis, Fitkin Cnty Clerk, Do� $.0��
t
�-.._ f. County, at its expense, shall regularly inspect the
�" existing fuel farm facility, and shall be responsible for
maintenance, repair and replacement of constituent parts of
the existing fuel farm, includinq upgrades required by
federal, state, or local law or regulation; provided that
County shall not be responsible for maintenance, repair, or '
� replacement of constituent parts caused by the improper or
negliqent acts or omissions of ABO in its management of the
facility, which expense shall be the responsibility of ABO. '
• � g. Further rights and obligations pertaining to the existing
� Aviation Fuel Farm are found in Title IV, Airport Regulations,
� �� of the Pitkin County Code.
a_^
m � 16. Operation of Aviation Fuel Farm (to be constructedl. From and
M � after the beneficial occupancy of the new Aviation Fuel Farm to be
�`' o built by ABO as described in the Redevelopment Agreement, ABO shall
" G' operate the same in accordance with the requirements and procedures
04 set forth in Section 15(a-g) above, subject to any then-current
� i federal, state or local laws, and shall perform in the place of the
� 01 County throughout the remaininq term of this Lease, all of the
• � u inspection, maintenance, repair and replacement obligations
� �, contained in Section 15(f).
� �
.o U a. If, during the term of this Lease and the life of the new
;� � Aviation Fuel Farm, the County makes a formal determination
a 1 that one Jet A tank (of the three Jet A and one AVGAS tanks to
++ be constructed pursuant to the Redevelopment Agreement) of
q � �;, this facility (including access to that tank, the minimal land
- ,i��� .��+ � „ area on which it is located, and improvements incidental
.. m thereto) should be converted to public use, ABO shall make no
� '� objection to the right, power or authority of County to
6 Q commence and prosecute an action in eminent domain to condemn
� ro the leasehold interest with respect to the tank and to
� .� establish the damages for the taking and to the remainder of
the leasehold, all as provided by law. An action hereunder
--,--`'�•.� �N shall not, unless agreed by the parties, be subject to the '
dispute clause below. All proceeds of such condemnation shall
.`�'+`� be paid directly to ABO's Mortgagee (and if more than one, in
the order of priority) on account of any encumbrances on ABO's I`
�� - leasehold interest.
, '` 17. Manaqement of T-hangar Facilitv (Existina) . Until the ,
` existing T-hangar Facility is demolished, ABO shall manage and
� sublease or license the eight (8) existing T-hangars to Tenants on
i a fair, reasonable and not unjustly discriminatory basis, M:;
• � consistent with standards and customs at the Airport and in the
industry, as follows: "
� a. The procedure for filling vacancies shall be subject to
prior written approval of the Director of Aviation. i�
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#36472C� 12/17/93 15:�4 Rec �.��v EY. 735 F'G 728
Silvia Davis, Fikkin C�£y Clert�, Doc �.C��7
' ',
_ b. Rental charges shall Yemain at existing 2eve2s, but ABO
' - shall be permitted to add a management fee of up to fifteen :t:
� percent (15�) to such charges.
� c. County reserves the right to charge and collect Airport `�,
use fees from Comtnercial Aeronautical Operators in addition to �;:
rent. 6
;<.
E
d. ABO shall consult with existing tenants on the design and a;
` construction budget of the T-hanqar and S-FBO Facilities to be �•
'� ►� constructed. G
N 1
'.' �p 18. Manaaement of T-ha�gar Facility (to be constructedl . From and !
4; u-4 after the Date of Benefiaial Occupancy of the new T-hangar Facflity E
Mu� to be built by ABO as described in the Redevelopment Agreement, ABO �
ti� shall manage that facility as follows:
` o
<' o'aQ a. Tenants in the existinq T-hangar facility on the
' '� � effective date of this Lease who are not Commercial
OY
, �v Aeronautical Operators shall have a nvn-assignable right of �
xi� first refusal in new T-hangar Facility. ;.
�y b. The new T-hangars shall be occupied on2y by parties who '
c are not Commercial Aeronautical operators.
.pU
�
�� c. Rent shall be charged on a "cost" basis, and shall
..y include all of the followinq components:
d...�
�� 1) All direct and indirect costs (inc2uding soft costs)
��a � - of constructing the new T-hangar facility and any
.� ', �N appurtenant areas or facilities, amortized on a straight-
-•> line 20-year basis. Such costs include, without ?
;? �o limitation, all costs and expenses incurred by ABO in
;; �b connection with the T-hanqar parking areas, utilities '
��� servfnq the T-hangars (including tap feesj, satisfying
� y; ,o•+ scenic foreground review requirements, land use
__: ___ � mitigation, and prafessional fees. As a part of soft
costs, ABO may include a reasonable share of the
'-;,•;. reasonable land use planning, application and review �
° costs incurred by ABO (or reimbursed to County by ABO) in }
�`•� connection with the new T-hangar facility; plus
�: .% �
� 2) An ABO management fee of up to 15 percent of the
; annual amortized construction costs; plus
�
j 3j The total MAG-T paid by ABO to County, inc2uding all
I annual increases thereof, pursuant to Section C(6j;
'�.
� 4) It is the intention of the parties that the rent �
received by ABO shall be triple net to ABO. In other
�1 words, the Tenants sha21 be responsible for thei.r pro
rata share (as allocated amongst all Tenants) of any and
all utilities costs, insurance costs, real property ,
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#36472f� 12!1 r/93 15:24 fiec �.C�G PK 735 F•6 729
j Silvia Davis, Fitkin Cnty Cler•k, Doc �.4u
1
-"� -•,� taxes, and costs of operating, repairing, and maintaining
the T-hangar facility, that may be incurred by ABO in
connection with the T-hangar facility and its appurtenant �±
areas and facilities;
5j As a condition to receiving land use approvals �
necessary for the construction of Che T-hangar facility, t
ABO is required to mitigate the employee housing needs �
qenerated by the commercial activities conducted therein. �
a ASO shall have the right to charge back to a T-hangar �
rpi Tenant, in one lump sum or in installments as ABO may
� � determine, any such employee housing mitiqation costs
�. �- o generated by activities conducted by the Tenant in its T-
� ui hangar space, in accordance with the "Methodology" j
� attached hereto as Exhibit � and made a part hereof by
, 1 Q this reference.
�r+
�, � d. The system of allocation of spaces in the new T-hangar
G i facility shall be (1) the non-assignable right of first
�; °1 refusal in the tenants of the existing T-Hangars and then (2)
� offers to those persons, in order, as found on the established
�'; w a T-Hangar waiting list as provided by the Director of Aviation,
� � or as otherwise directed by the Board of County Commissioners.
-0 U
';i � c 19. Operation of GA Charter Terminal Buildinq (ExistinqZ. Until
� � the existing GA Charter Terminal Building (which presently houses
+' Aspen Aviation and other users) is demolished, ABO shall operate
a � and sublease the facility on a fair, reasonabZe and not unjustly
� discriminatory basis as follows:
�,, �
�;]� ` N �
--� > a. The ground floor shall be occupied exclusively by ABO and
° A its subsidiaries, subject to its obligation under the Minimum
� � Standards to provide services to the local aviation community.
<' ,n .
� � b. The second floor, subject to existing tenancies, shall be •
;; ,o -.
_ ___ # N available for sublease by Commercial Aeronautical Operators on
� :.+��� a space-available, non-interfering basis.
:^�F:
_ 20. Manaqement of S-FBO Facilitv (to be constructed). Fzom and
`` k after the beneficial occupancy of the new S-FBO Facility to be '
� . built by ABO as described in the Redevelopment Agreement, ABO shall
X manage that facility as follows:
� a. Tenants in the existing T-hangar facility on the
effective date of this Lease who are Commercial Aeronautical
Operators shall have a non-assignable right of first refusal
� in the new 5-FBO Facility. �"
b. The new S-FBO facility shall be occupied only by parties ��
� who are qualifiad and permitted Commercial Aeronautical
Operators and S-FBO's. County reserves the right to charge and ;
collect use fees from Commercial Aeronautical operators in E
addition to rent charged by ABO. �
�:
� 24 �
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� #�6�F7c^U 1^c/17/93 15:24 fFec b.9Ct $h' 735 FG 730
Silvia DaviS, F'itkin Cnty Clerk, Doc �.0��
�
_ _,, c. Rent shall be charged on a "market" basis, and shall i,�
include all of the following components:
�
1) All direct and indirect costs (includinq soft costs) ° �'
of the new S-FBO facility and any appurtenant areas or � •�
facilities, amortized on a straight-line 20-year basis.
Such costs include, without limitation, all costs and
expenses incurred by ABO in connection with the S-FBo
parking areas, utilities serving the S-FBO facility (_>`
p�, (including tap fees), satisfying scenic foreground review �� �
N requirements, land use mitigation, and professional fees.
a� As a part of soft costs, ABO may include a reasonable
�� share of the reasonable land use planning, application
�� and review costs incurred by ABO (or reimbursed to County
ti u by ABO) in connection with the new S-FBO facility; plus t•: �
`1 O � •
tTi .
p` Qi 2) An A80 management fee of up to 15� of the annual
, a amortized construction costs; pius
�U '
� � 3) The total MAG-S paid by ABO to County, including all i
• ��, annual increases thereof, pursuant to Section C(7); plus
c ;
�� 4) An amount, in the reasonable determination of ABO �-
� and County, necessary to increase the rent charges to a
�� fair market rental value for the Facility, under the
�.,, circumstances of this Lease. It is the intent of the
�� parties that this provision shall only be used to
-+ ^ increase rents the minimum amount of which shall be the
- � �� �� sum of 1) , 2) and 3) above; j �.
�'� ' .. >
�;� � ,y i ..
cs 5} It is the intention of the parties that the rent
:; � ,� received by ABO shall be triple net to ABO. In other
;i �•� words, the Tenants shall be responsible for their pro '
r .o.• rata share (as allocated amongst all Tenants) of any and
r,
� �N all utilities costs, insurance costs, real property �
V the S-FBO facilit that ma be incurred b ABO in i,
_.__._-� taxes, and costs of operatinq, repairing, and maintaining :
Y. Y Y
'.,,.� connection with the S-F80 facility and its appurtenant
areas and facilities.
`� i
� 6) As a condition to receivinq land use approvals f `
necessary for the construction of the S-FBO facility, A80 �i t',,
is required to mitigate the employee housing needs r; '.
' generated by the commercial activities conducted therein.
w ABO shall have the right to charge back to a S-FBO
Tenant, in one lump sum or in installments as ABO may '
� determine, any such employee housing mitigation costs 1. �
generated by activities conducted by the Tenant in its S-
FBO space, in accordance with the "Methodoloqy'� attached �fi '
1? hereto as Exhibit E and made a part hereof by this �'�
reference. :,1
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� #36472C� 1:c/1 r/93 15:24 Rec �.c�[� �S{; 735 FG 731
Silvia Davis� Fit{k.in Cnty C1er4;, Doc �.C�U
..�.
._, d. In the event of a vacancy in the new S-FBO Facility, the �:y ,
system of allocation of any vacant space shall be: '
- 1) The non-assignable right of first refusal in the � ''
Tenants of the existing T-hangars who are Commercial �
Aeronautical Operators; then ��'".
2) A public process to secure the highest net rental �/�,
return, with priority first to signatory Commercial
' Aeronautical Operators; next to then-current, non-
�'� �
defaulting Airport LLPs; and last to other Airport- t
related users. Any use, other than by a signatory
' Commercial Aeroriautical operator, shall be subject to �
� prior written consent of the County.
Ne. ABO may use vacant space in the S-FBO Facility without �y �
? payment of charges in addition to its MAG-S during any periods
� a� of vacancy; provided that promptly after ABO has knowledge
� that a vacancy in this facility exists or is likely to occur,
'`m� ABO shall provide natice thereof to County and shall
o thereafter promptly meet with County to agree on a reasonable �
• �o process to advertise for and select a qualified Tenant for the ; .•
vacant space. Once a process has been agreed upon, ABO shall
'�s promptly and diligently conduct the process to fill the
' ° m vacancy.
. �V
� a 21. Oneration of De-ice Facilitv (to be constructedl. From and E
s� after the beneficial occupancy of the new De-ice Facility to be .
p ,p� built by ABO as described in the Redevelopment Agreement, ABO shall '
� operate that facility as follows: i .
1t-;rF+,`,: o� � .
"'y a. ABO shall make this facility including de-ice equipment �
��� and services available on a fair, reasonable and not unjustly
°� discriminatory basis. �� .
.: m
= �•� 22. Rates Charqed to ABO�s Customers. The rates charged by ABO to "
__.___.� 5; � +u its general aviation retail customers, contract customers and to
.r ,�° its Tenants shall be fair, reasonable and not unjustly discrimina-
--1 -o � tory, as required by the County's FAA Grant Assurances or otherwise
� ;� ��i by federal law or regulation. ABO's proposed rate schedule for � ,
`�` #� each ensuing lease year hereunder shall be submitted annually to '� �
the County on September 30 of the prior year. +
i
i If County, as a result of a written complaint, has any �. `,
� question or objection to these rates, it shall give notice of such q
i question or objection to ABO ahd ABO shall then have thirty (30) ;
. days to grovide a written justification for these rates including, �
without limitation, the cost of providing the goods or services ' "F�
(including indirect costs and overhead), comparable rates of � �
comparable FBOs, the balance of A80•s profit centers with its `
� obligations under the Minimum Standards, national and local i .�',
economic conditions and a reasonable return on investment. If, in �it;
the discretion of the Director of Aviation, the justifiaation does ��i!
( 4 �1
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#36472C� 12/17/93 15:24 Fcc b.QCY Ht; 735 FG 732
Silvia Davis, Fitkin Cnty Cler•{c� Doc �.��p �
not adequately dispose of the complaint or the complaint is not ;>:
-- - otherwise settled, a hearing on the compZaint shall be scheduled �
before the County Manager or, in the discretion of the county, ;;_
before the SOCC.
r'.�:-
Except for rates charqed by ABO for the use of land, r•
buildings, improvements or Pacilities defined herein as �'
"Preferential Use," failure of ABO to comply with County �;
determinations under this Section 20 shall not be a material
default under this Lease and shall not be subject to the mediation
and arbitration provisions hereof. �
�
23. Restrictions on ABO�s Onerations. ABO, in the conduct of its i
� fixed-base operation under this lease, shall be subject to the t
following limitations and restrictions: i�
h :
N a. This Lease and Use Agreement is subject to any present
�� County Aqreements with the United States (which are typicall
Y
Y-' a.o throuqh the Federal Aviation Administration (FAA) and to any
�,F past, present or future statutes or requlations of the United
� States respecting the funding and/or operation of a gublic
o airport and to any terms, conditions or covenants of airport
� ,q° financing instruments existing on the effective date of this
� x Lease. County shall deliver copies of all such existing �
o � Agreements and financing instruments to ABO prior to the
y� ,_, execution hereof, together with a covering letter which lists
� all documents so delivered. County represents to ABO that
a � neither the execution of this Lease, nor the granting of a
� � security interest in the Lease to a Mortgagee, will aonstitute ;
� a violation o£ any existing County Agreements with the United
� �'!oF• ;' '� c States or of any existing Airport financing instruments. � .�
�-�• ��
+' b. ABO shall not prohibit or prevent the owner of any
o�-a aizcraft, by him/herself or his/her regular employees, from �•
performing services on his/her own aircraft, including, !"
^ \ N without limitation, self-fueling, maintenanoe and repairs. �>
y .. > Such work must be performed, however, pursuant to adopted ,{-
- --`�? ° o C o u n t y A i r p o r t r e g u l a t i o n s a n d a t l o c a t i ons designa te d hy t he
�"r � County and in a manner that causes no unreasonable interfer-
''� � � ence with Airport operations. In no event will maintenance be
,\ � � performed on ramp areas normally used for parking or taxiing. ' �
�. x� us :t ;1; .
c. If ABO prepares to enter into any separate, special,
� promotional or preferential agreement or arrangements for �� `
� qoods or services with entities whose goods or services are �
provided by then-aurrent non-defaulting on-Airport LLPs, it
� shall provide equal opportunity to such LLPs to compete to i �.
provide goods or services under such agreements or �
arrangements. � -
,� d. ABO will not direct or divert, by agreement or practice, � :4�� r
FBO activity from the Airport to o�her FBOS within a 200-mile !
4 �ii
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#364 i�4 12/17/93 15:�4 kec $.i.�p �t:: 735 F6 733
Silvia Aavis, Pitl:in Cnty Cler};, Doc $.i�t�
radius of the Airport for the primary purpose of evading or
- -.__, 'I reducing rent, fees and charges payable to County hereunder.
� I 24. FAA Securitv Reauirements for the Premises. ABO shall be t
responsible for the security of its Premises, including FAA ��
� Security Requirements as follows: {
a. The exclusive use area at the Airport, for purposes of �
Part 107 of the F'ederal Aviation Regulations (FAR), are as ±
follows: (1) all routes of access to and from ABO�s Premises; �
� (2) all areas in, about, and immediately adjacent to ABO's
. N Premises; {3) all locatians and gates of ingress/eqress onto
�Q the Airport Operations Area (AOA) to ABO's Premises and
� , aircraft parking area. .
t �i�
r. u b. ABO shall be responsible for exclusive security responsi-
.,� �° bility within the its exclusive use area and associated access
u�+ points pursuant to FAR 107.13, as it may be amended.
� � �
� �, c. ABO's responsibility with respect to equipment, facili-
� � � ties and procedures will be set forth in a separate Letter of
� � Aqreement between County and A9o.
I s c d. Based on this Letter of Agreement, ABO shall produce a
I ',,° c security plan for its exclusive Leased Area to be submitted '
for inclusion in Airport Security Plan, which ABO security
� Y plan shall be subject to FAA apgroval, and updated as
�
� ... necessary.
a a-
- � • e. Fines. In the event that the Airport is assessed a fine
; N or penalty by the FAA for breach of security regulations as a
��=� � Q � result of the acts or omissions of ABO or any of its assigns,
0 officers, agents, representatives, contractors, or invitees,
� � ABO shall reimburse County promptly the full amount of any
� •� such fine or penalty.
_ ,p .+
� �
�25. County Rules and Requlations Affectina Premises. In addition
-------�,=�= to the provisiotts of this Lease, the Redevelopment Agreement and
- present applicable provisions of the Pitkin County Code, ABO agrees
.:z$�;. to be bound by County rules and regulatiions, as follows:
`� - a. Present applicable regulations of Pitkin County are as
` fo2lows: ,
1) Airport Regulations, Title IV, Pitkin County Code �
(including Article 5, Fueling Regulationsj i
2) Minimum Standards �'
3j Airport Security Plan, Operations Plan and
� Emergency Plan $
� 4) Off-site Rental Car Regulations
i
�
28
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#�6472C� 12/17/93 iS:i4 Fec �.Cni Et, 735 FG 734 •
Silvia Davis, Pitkin Cnty Clerk, Doc $,00 �;
i�
i5) Taxi and Limousine Regulations ;..t'l�rr
� i:....':
6) Aviation Fuels Facilfty Spill Prevention Control
and Countermeasure Plan � !
; t" :
7) Existing Land-Use Approvals �'?' '
h_w:. .
b. Future regulation. Under Section 5(j) above, the County '�`;�
has reserved the right to amend its existing Airport
� P Regulations.
� N
j �r, 26. Comnliance with Apulicable Laws. In connection with its Lease t,
n.� and use of the Premises and the conduct of a fixed-base operation f
�u� thereon, A80 shall: �
�, A a. Comply with all applicable laws, rules and regulations of ` � �
cn the State of Colorado and the United States of America and any
� � and all departments and agencies thereof (including,
� � especially, the Federal Aviation Administration), as the same
�p � may now exist or may be hereafter promulgated or amended from
' time to time.
� N T •
' `� c b. Comply with the notification and review requirements of
+ �v Part 77 of the Federal Aviation Regulations in the event any ,
� future structure or building is planned for the Premises, or �
� �Y in the event of any planned modification or alteration of any �"
" present or future structure or building situated on the
� d� •..
(� i o�- Premises.
5���,i � � c. Comply with the requirements of the Americans With
.+ > Disabilities Act ("ADA"). ABO agrees that throughout the term
• '� Q of this Lease, ASO's services will meet all applicable ADA
requirements. ABO also agrees that all buildings, improve-
� .�°o � ments and facilities constructed by ABO under the Redevelop-
� ,�. ment Agreement will comply with the ADA. County, for its
------ " # N part, agrees that to the extent required by law, County will
_ . bring the existing buildings and facilities leased to ABO
hereunder into compliance with the ADA.
�� i 27. Non-discrimination. ASO shall not discriminate against any
� � person or class of persons by reason of race, color, creed,
� religion or national origin in providing any services or in the use ';• ��
i of any facilities provided for the public in any manner prohibited �' �
by Part 21 of the Regulations of the Office of the Secretary of
Transportation, and shall comply with the letter and spirit of the '
Colorado Anti-Discrimination Act of 1957, as amended, and any other
laws and regulations respecting discrimination in unfair employment
practices, and shall comply with such enforcement procedures as any w`
� governmental authority might demand that the County take for the .
purpose of complying with any such laws and regulations. -� ~-
,
28. �oordination with other Airoort Lessees. Licensees and '�;�
Permittees (LLPs1. County and ABO acknowledge that each has rights !!
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• #364�2C7 12/iT/9�i 15:24 Rec �.c�0 g�; 735 FG 735 ',
Silvia Davis� PitF:in Cnty Clerk•, Doc �,C�r�
and obligations arising from various third-party agreements with i
- � other Airport users. County and A8o agree to cooperate with each
-t other to effectuate these third-party agreements, so long as such :
� agreements are nat illegal, impossible or do not unreasonably
interfere with Airport operations, and so long as such agreements ;:,.
do not unreasonably interfere with or impair ABO�s rights hereunder
or its use or operation of the Premises. County and ABO
acknowledge their respective obligations as signatories under the �;♦
following agreements: i
t�
I a. Those certain agreements, variously dated, between the �
, p County and Avis, Budget, xertz, National and Eagle rental car
; M companies.
� ' '��` c b. That certain marketin a reement for the
g g provision of
M'� vans and courtesy cars between ABO and Eaqle Rent-A-Car.
9 t� u
.�o c. That certain agreement for paid parking services between
, ! � Pitkin County and APCOA, Inc., dated January 22, 1988.
�Y
i a � d. Such other and further agreements as the County may enter
� �� into from time to time in the normal operation of the Airport;
u provided that ABO shall, upon request, be provided with copies
I �.,�', of any agreements that are connected to this obligation to
�� cooperate, as set forth herein.
�
a� 29. EnviYOnmental Ouality Imbrovement Plan (EOIP1 . Pitkin
�y County's stated goal is to plan for the reduction and to continu-
� �� ally reduce environmental degradation caused by all Airport opera- .
� � tions (including expressly General Aviation operations and the FBO
� '1ti;� -+ N and S-FBO operations) in all areas including, without limitation,
-*� �•� pollution by Co, COZ, CFCS, particulates, other internal combustion
o ,� engine emissions, airside and groundside traffic congestion, fuel
Q consumption and transfer loss and disposal of waste material
.�a � (including hazardous waste). It is the policy of the Pitkin County
�'j Hoard of Commissioners (BOCC) that chlorofluorocarbons (CFCs) be
� �' prohibited in on-Airport operations at the earliest practical date.
---- � cn It is the express intention of the BOCC that a12 County LLPs,
' including expressly the FBO and S-FBO operators, strictly comply
�'°`° with all environmental rules and regulations and be sensitive to
all present and future environmental issues. The County gives
� notice that environmental compliance and sensitivity to environ-
�
mental issues are and will be substantial factors in future per-
formance reviews and procurements.
a. Promptly after the execution of this Agreement, ABO
' agrees to produce, for review by the County, a proposed.EQIP
� and then, upon approval by the County, to implement the same,
which EQIP will include, without limitation, the following �ec
planning, purchasing and operations practices: �
� 1) No cars in control of ABO�s employees during alI of
its operations, including washinq, fueling and moving,
30
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, #364?2U 12/17/93 1:,:^<•4 Fec �.UG RK 735 F'G 736
� Silvia Davis, F'itkin Cnty Clerk., Doc $.�U
i
shall be permitted to idle for longer than one minute,
__ but shall instead be turned off and restarted.
2) During fueling operations, Licensees' employees
shall take precautions to avoid spills, especially
� arising from "topping off." Fuel with emissions-
reduction additives shall be used as soon as generally
available.
3) In washing operations, Licensees shall use only
,. biodegradable detergent or no detergent.
, I �
�
4) ABO shall purchase and place into service at this
� " a e location vehicles with no-CFC or reduced-CFC air condi-
j • tioning promptly during the first model year such
( M'� vehicles are available from their respective manufac-
j �` o turers for fleet purchases and thereafter as available.
i
�Q No CFC-propellant aerosol products are to be used in
� . ' operations and maintenance.
t �Y
` � � 5) During all operations, Licensees shall recycle all
'"r� hazardous materials, as provided by law or regulation,
• � T and shall maintain and use recycling bins at wash and/or •
ic� fueling facilities.
�0 U
� � b. Subject always to the environmental auditing, reporting
a•.. and remediation responsibilities set forth in the .
' ; '",'�, Redevelopment Agreement, ABO acknowledges its obligations, as
�� set forth herein, to comply with all applicable governmental
� laws and regulations affecting the Premises including,
• �� ; N expressly, environmental laws and regulations. Subject again
�-`�. �•� to the environmental provisions of the Redevelopment
o Q Agreement, ABO represents to County that at the time of the
,� transfer, conveyance or surrender to County of any part of the
� '° Premises hereunder, such Premises will be in compliance with
��i then-existing governmental laws and regulations.
�'cn
_---. 30. Airport Master Plannina. ABO agrees to co-operate in good
faith with County in the development and implementation of Airport
�„ Master Plans, as follows:
`� a. The parties acknowledge that the County has adopted an
` � Airport Master Plan Update (1989) that provides for potentiaT ��'
changes to the Premises during the term hereof, including,
without limitation, a change to the Airport entrance and
frontage roads and the paid parking area size and configura-
tion. ABO agrees to cooperate in the implementation of that �:
• Plan and will make no claim against the County for other than
; the unreasonable interference with its business activities _
i caused by such implementation. Provided always, that County
� I agrees that no changes to the Airport entrance or frontage
� road will impair public motor vehicular access to the .;,
Premises. c�
� ��`:
31
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' #364r2v 12/1 r/93 15:�4 Rec ti.Oi> EiP: 735 F'G 737
Silvia Davis� F'it�:in Cnty Cler4;, Doc 2.<���
b. The parties acknowledge that the County will, from time
- _ � to time, update the Airport Master Plan (as a condition prece-
-'�•� dent to FAA funding and/or pursuant to the Master Plan option
of the Pitkin County Land Use Code) and AHO agrees to cooper-
� ate with the update consultant(s) in providing such input and
materials as are reasonably necessary to complete any update
project.
c. The parties acknowledge that planning for and @evelopment
of the Airport is subject to the FAA Master Plan requirements
� and also the County Public Zone District requirements, which
• �rp provide for a "Special Review" option and a "Master Plan"
� o option. ABO will also cooperate with any planninq efforts
� � a '� pursuant to these options.
i m +n
! � � d. ABO agrees to cooperate in the development and adoption
{ � �o of an Airport Land-USe Identification Plan, a companion
� docwaent of the Minimum Standards, as defined in FAA Advisory
� � � 1 Circular 150/...
1 °. w
� � y� ,., 31. Air�ort Mass Transit Plan. County reserves the right to
� develop and implement or permit a public mass transportation plan
w a on the Airport, including, without limitation, the following
:; � U elements: installation and/or designation of a transit right-of-
� way(s) upon the Premises, without compensation to ABO, provided
:: c said right-of-way does not unreasonably interfere with ABO's
' � 1 operations; and cooperation with public or private mass-transit
` +' operatiotns including, without limitation, the Roaring Fork Transit
� d Agency (RFTA) or proposed tramway development.
�
4!�� I � � SECTION C. RENT. FEES AND CHARGES
H �
� q (From ABO to Countv, By ABO to Customers, Reaorts. Records1
�
.�°o � 1. Net Lease. This Lease shall be a net lease with respect to
� ti County, and except as otherwise specifically provided herein or in
#r N the Redevelopment Aqreement, all taxes, assessments, insurance,
-----_ � ' utilities and other operating costs and a21 repairs, remodeling,
renovations, alteration and improvements, and all other direct
costs, charges and expenses of any kind whatsoever respecting the
Premises shall be borne by ABO and not by County, so that the rent
�� I return to County shall not be reduced, offset or diminished
� directly or indirectly by any cost or charge. Subject to the terms
and conditions hereof and of the terms of any tax-exempt or federal
financing now or in future undertaken by County at ABO�s request in
connection with the Premises, ABO shall be treated as the owner of
the buildings, facilities or improvements constructed by ABO and as
such is entitled to take any and all depreciation, deduction, tax
credit or the like associated with such ownership. Except as
otherwise specifically provided herein or in the Redevelopment
� ', Agreement, nothing in this Lease shall cause County in any way to
be construed as a partner, a joint venturer, or associated in any
way with ABO in the operation of the Premises or appurtenant
� 32
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#�64r^c0 12/li/93 15:�4 Fec $.Ot� B}; 735 FG 739
Silvia Davis, F'itkin Cnty Clerk, Doc �.c)rl
j
facilities, or subject County ta any obligation, loss, charge or
` -- _„� expense connected with or arising from the operation or use of the
� same or any part thereof.
2. Rent. The rent for the Premises for the term of this Lease
I shall be payable by ABO as follows:
a. The base rent for Lot 1 shall be $47.840.00 per year,
. which shall be payable in advance in equal monthly
installments of $3,987.00 each.
j
o b. The base rent for Lot 2 sha11 be $47,84a.00 per year,
th which shall be payable in advance in equal monthly install-
�. ��y ments of 3,487.00 each.
ao
qpui c. The rents hereunder shall be increased annually on
ti � october 1 of each year, commencinq on October 1, 1994, by the
� `�o Inflation Escalator.
m
v i 3. Minimum Annual Guarantee/Fuel Flowaqe Fee (MAG-FS . ABO, in
- _.._ � � addition to rent, shall pay a fuel flowage fee as follows:
• �a'.
�v a. The fuel flowaqe fee shall be calculated as the then-
s� current fuel flowage fee adopted pursuant to County resolution
�� multiplied by the amount of aviation fuel delivered to ABO (as
�, adjusted for shrinkage according to the then-current state tax
c formula or, in the absence of such a formula, by industry
°�c standards, and as further adjusted for the amount of fuel
" delivered for storaqe or sale to Signatory Air Carriers). The
• � n`�-d County reserves the unilateral right, in its absolute ,
�6, � � discretion, to increase or restructure the fuel flowage fee by
•" N duly adopted County resolution and, therefore, to increase the
�i amount ABO pays to County.
v �G
C]
b. ABO shall pay as a Minimum Annual Guarantee (MAG-Fj
� N� of the fuel flowage fee, the sum of $120,000 annually,
___�-_�::�,I,'..- .�,.. payable in advance in equal monthly payments of $10,000.
�!N This MAG-F sha21 not increase durinq the term of this
t:;;;_='�s . Lease except by mutual agreement by the parties.
'�, y � c. If, in any Lease Year hereunder (OCtober/September
� annually), the amount of fuel delivered, as adjusted,
multiplied by the then-aurrent fuel flowage fee, exceeds the
MAG-F of $120,OQO, ABO shall pay to County, in addition to the
MAG-F, the amount of such excess. Such excess fee is to be
' remitted to County monthly by the 2oth of each month following
the months in which the annual MAG-F was exceeded.
d. All such payments shall be accompanied by a report,
•• certified as complete and correct by an authorized
� representative of ABO, setting forth the aviation fuel
' deliveries and sales for each month of the lease year and the
33
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#k364720 1^</1 t/9� 15:c^4 Fec $.�7t� PF: 735 F'G 739
Silvia Davis, Pitkin Cnty Clerk} Doc �,Ucj ,
-- . j computation of the fuel flowage fee, all in such form and
�I detall as County may reasonably direct.
e. From and after the Date of Beneficial Occupancy and
� during the continuing operatian oP a second FBO, the fuel
� flowage fee MAG-F shall be reduced to $60,000 annua2ly,
payable in advance in equal monthly payments of $5,000. �
4
4. Minimum Annual Guarantee/General Aviation Landina Fee (MAG-L1 '
AHO, in addition to rent, shall pay a general aviation landing fee, A
� I � as follows:
I �
� _ a. General Aviation landing fees shall be as set by County .
�n Resolution.
M� b. In lieu af collecting landing fees, ABO shall pay
� �` o $54,080.00 annually as a Minimum Annual Guarantee (MAG-Lj,
Y Q payable in advance in equal monthly payments of $4,507.00.
t7i The MAG-L shalZ be increased annually on October 1 of each
a L year, commencing on October 1, 1994, by the Inflation
• � Escalator.
. � �
U
T � �. c. County reserves the right in its absolute discretion to
4' � +' increase, restructure, and/or require ABO to collect or �
's, .nc.�i collect itself the General Aviation Landing Fee; hawever,
� '; � during any period that the fee is required to be collected
1 0 •� from ABO�s retail customers, this MAG-L will terminate.
� `' .� County reserves the right, without termination of this MAG-L, �
� � to impose and collect fees on Commercial Aeronautical
�,�� � Operators.
.. -
'+ a
� '� d. Tf the landing fee is required to be collected by ABO
� Q upon demand by County, ABO shall be entitled to retain 20� of
� ro such fees as compensation for ABO's collection services. On
� .,, or before the tenth (lOth) day of each calendar month, ABO
u> > shall pag to County the fees charged, whether for cash or for
- ��.y � credit, during the preceding calendar month, after first
J`;;�`•: � N deducting therefrom the 20� thereof to be retained as ABO's
'�`�c+` compensation as aforesaid. Such payment shall be accompanied
by a report, certified by an authorized representative of ABO,
� setting forth the fees so collected for such month, all in
�
such form and detail as County may direct. ABO shall also
furnish to County, on or before the 20th day of each calendar
month, an activity report for the previous month listinq the
date, model, type, weight (and number of passengers, if knownj
of all aircraft (except Signatory Air Carrier aircraft)
landing at the Airport and serviced by ABO.
e. From and after the Date of Beneficial Occupancy and �
� during the continuing operation of a 2nd FBO, this ABO MAG-L
in GA landing fees will be automatically reduced by 50
percent, and ABO shall have the option of collecting and
retaining the landing fees.
i
� 34
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. #36472(l 12/17/9� 15;24 Rec 2,C>r� gh. 735 F•G 740
Silvia Davis, Fitkin Cnty Clerk, Doc 2.uU �
� 5. Min�mum Annual Guarantee/T-hanaar Facility/Existincr fMAG TE). ,>s
-- - .� ABO also shall pay a Minimum Annual Guarantee (MAG-TE) for •
management and use, as limited herein, of the T-hangar facilities
� of $22,880.00 annually in twelve (12) equal monthly payments in
advance. '
}�:
E
6. �[inimum Annual Guarantee/T-hanaar Facilitv/To Be Constructed i;
MAG-T . ABO also shall {
_,Z pay a Minimum Annual Guarantee (MAG-T) for -
management and use, as limited herein, of the T-hangar facilities F�.
� of the greater of (ij 30$ of the annual Gross Receipts from the
� facility, or (ii) $12,480 as increased annually on October 1 of �:
each year, commencing on October 1, 1994, by the Inflation
'- Escalator. This MAG shall be payable in twelve (12) equal monthly
� , N installments in advance.
ri M
- �y 7. Minimum Annual Guarantee/S-FBO Facility/To Be Constructed
r�� 1MAG-S1. ASO also shall pay a Minimum Annual Guarantee (MAG-S}
�� for management and use, as limited herein, of the S-FBO facilities
'� of the greater of (i) 30g of the annual Gross Receipts from the
� facilit or ii
�Q y. (") $18,720 as increased annually on October 1 of
� each year commencing on October 1, 1994 by the Inflation Escalator.
This MAG-S shall be payable in twelve (12) equal monthly
�� installments in advance.
. m
�c� 8. Reimbursement Fees. The following fees shall be subject to
� �, future reimbursement, as follows:
��
; �oci a. ABO also shall reimburse County for County�s land-use
% '" � application and procurement costs associated with the General
y � �Y Aviation Area Redevelopment Project, according to the follow-
�t�� � .v ing schedule:
, d�•� ,
� P a 1 Three a ents of
� _ ) p ym $25,00o each, as adjusted for
.. N ihflation from October 1, 1992, payable on October 1,
�'j 2002, October 1, 2003, and October 1, 2004.
o m ,
_ �� b. Prior to the Date of BeneficiaZ Occupancy of the 2nd FBO,
,�.� the County shall require the second FBO operator to reimhurse
�N ABO in cash for the second FBO�s reasonable share of the Book
�� Value of all expenditures theretofore made by ASO of general
� value to the General Aviation end of the Airport and/or of '
�, � specific benefit to Lot 2 and/or to the second FBO, in ��,�
accordance with the Reimbursement Schedule(s) to be delivered i -
by the parties pursuant to Paragraph 19(d) of the
Redevelopment Agreement. Such reimbursable expenditures shall
include, without limitation, a reasonable share of ABO's cost
� of preparing this Lease and the Redevelopment Agreement, ABO's � w�•
cost of demolishing buildings and improvements on Lot 2, any '
part of ABO�s Environmenta2 Fund used by County in connection �'� ;
with Lot 2, and ABO's reimbursement obligations to County +�, �
� � under Section C(8) (a) above. If County fails to perform this ;;��i
� obligation, or if ABO objects to the amount paid or required
to be paid by the second FBO, ABO may sue to interpret and/or ',�'t
j'�
+ 35
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#364i.^c0 12/1�/93 15:24 fiec S.i�U EtF; 735 F'G 741
Silvi� Davis� F'itkin Cnty Clerk, Doc �.�)i�
3
- - ._ enforce this provision (by declaratory or injunctive relief
t but not by an action for damages against County, which damages
1 against County, if any, under this provision of the Lease, are iti
` hereby expressly waived) in any court of competent
� jurisdiction and shall not be bound by the ti -
I mediation/arbitration provisions set forth below. �
�:
S:
9. Countv Reservation to Imnose Fees for Commercial Aeronautical �'•
operators and SFBOs. In addition to the foregoing fees, County
- � o reserves the right to impose an additional fee or fees, within a
� M fee structure to be determined in its lawful discretion, for `
� � �o Commercial Aeronautical operators and 5-FBOs as a class, including !;
� d� any such that may be subsidiaries or sub-lessees, licensees or
� ppw permittees of ABO.
� ~ 0 10. payments. All monthly obligations of ABO hereunder which are
- ! �° payable in advance in equal monthly payments shall be due and
' p � payable on the first day of each calendar month during the lease
� c. term. All other fees and payments shall be due and payable on the
� .°; date specified herein. All payments shall be considered delinquent
� j �� if not received by the fifth (5th) day following the due date in
� w a the office of the Director of Aviation, 0233 E. Airport Road, Suite '
I �U A, Aspen, CO 81611. If any due date is a Saturday, Sunday or �
; � County legal holiday, the payment shall be due on the next busihess
� • � day after such Saturday, Sunday, ar legal holiday. All delinquent
� i payments shall each bear a late charge on any unpaid and delinquent
" balance for any month or portion of a month so delinquent at the
; P� rate which is the greater of two percent (2�) per month or ten
�� i � N percent (108) over the prime rate puBlished in the Wall Street
� _,, Journal on the date of default, compounded monthly; said late
.� > charge shall be due and payable without demand with the next
� o regu2ar payment due.
_ ( � � 11. Payment security. Following execution of this Lease, and upon � �
� � receipt of a written request therefor from county, ABO agrees to '
-�- � N execute and deliver to County the following security instruments:
`�.
�''° a. Security Deposit. Based on County's previous experience
` ` with ABO as its FBO operator, County hereby waives its right j'
�� � to require a security deposit to secure ABO�s obligations ,'�
under this Lease but expressly reserves the right to reinstate
this or other security provisions in the event of a material
and continuing default by ABO.
b. Performance Bond. Based on County's previous experience
' with ABO as its F80 operator, County hereby waives its right `+-'
to require a performance bond to secure ABO's obligations i ,
under this Lease but expressly reserves the right to reinstate
this or other security provisions in the event of a material '� Y
� and continuing default by ABO.
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#3b4724 12/1?/93 1 S:^<•4 fiec �.UC� Nk: 735 F•G 742
5i2via Davis� Pztkin Cnty Cl�r•k� Doc �.0�7
1
__ i c. Second Priority Lien in Leasehold Mortgage. In addition :
� to its rights to enforce the terms and conditions of this �,,;
Lease, County shall receive a second priority leasehold
mortgage, junior only to the construction or permanent lender, '.;.
( and substantially similar in form to the mortgage held by the
� construction or permanent lender.
d. Third priority lien in FFEI. In addition to its rights !.
to enforce the terms and conditions of this Lease, County �
shall receive a third priority lien on ABO�s FFET, junior
. only to the construction or permanent and purchase money
� lenders, and substantialZy similar in form to the FFEI ;
� p security interest held by the construction or permanent
, ►� lender.
� r�o
�'`"' e. Second Priority Assignment of Rents. In addition to its f
� m'� rights to enforce the terms and conditions of this Lease, ;
, � � o Cou»ty shall receive a second priority assignment of rents,
� ;,❑ junior only to the construction or permanent lender, and
� substantially similar in Eorm to the assignment of rents held
�� by the construction or permanent lender.
w
+�� f. With respect to each of the security instruments
u described in subparaqraphs (c-e) above, County and ABO agree
�y that prior to the execution thereof, any AHO Mortgagees shall
�� have the right to approve the same, such approval not to be
., unreasonably withheld.
.. C
.G�+Y
12, PQr;�dic Renorts to be Submitted by ABO. ABO shall provide to
' �c� a� County the following reports: :
� �
� � a. ABO shall furnish to County, and if requested by a
�� Mortgagee, to such Mortgagee, on or before January 15 of each
'' � calendar year during the term of this Lease, a report listing
�Q the "N-number," make, model, and type of aircraft, and the
.�o ro aircraft owner's name and address, (and, if different from
--.---- --- �'� owner, the Tenant's) with respect to all aircraft that are
-'�� �o� occupying zented tie-down space and/or hanqar space on the -
.`i�;-::` �in Premises as of that date, and shall further provide Caunty
with such information as County may reasonably require for the
�� assessment and collection by County of aircraft license fees
` and taxes with respect to such aircraft.
b. Monthly reports of aviation fuel delivered, including
� bills of lading.
� c. Annual reports of then-current Tenants and any applicable
waiting list for T-hangars (existing) and T-hangar and S-FBO �
Facilities (to be constructed) , and monthly reports of changes
� , in T hangar and 3-FBO Tenants, if any. ¢'
d. Annual copies of the rates and charges charged by ABO for
goods and services.
i 37
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#364 i c^C� 12/17/93 15:24 Rec �.Ut] E�}; 735 fiG 743 '
Silvia Davis� F'itkin CRty Clerk, Doc $.Ot�
� ' i .
� e. On or be£ore January 31 of each year, annual financial
statements of all of ABO�s services and activities on the
Airport, which statement shall be prepared and certified as '
correct by ABO to a level of detail at least as extensive as
' those statements provided by ABO as part of its submittals in
! the FBO Procurement process. The parties agree that this
� obligation is a material element of the Lease,
13. Maintenance and Inspection of ABO's Books and Recor@s. ABO ;�"
. � shall keep and ma�ntain upon the Premises, or elsewhere within '
M Pitkin County, true and complete records and accounts oP all `
� receipts and disbursements with respect to the operation of its
� � a� business being conducted on or from the Premises and ABO agrees to
1 �� keep and preserve, for at least three (3) years from the date of
� � any transactiott, all agreements, cash register tapes, credit card
; �` a invoices, bank books or duplicate deposit slips, and other evidence
, ` �o of receipts and revenues and all invoices, cancelled checks, and
� . other evidence of disbursements with respect to such business.
J S
� � County, or its duly authorized representatives, shall, upon �
f �Treasonable advance written notice to ABO, have the right from time
to time to inspect all of ABO�s books and records relating to its :
I � v payment or reporting obligations hereunder. Such inspection rights
, ,�v sh a l l a l s o b e a v a i l a b l e t o a n y M o r t g a g e e. C o u n t y s h a l l have t he
H � further right annually to audit A80's books and reoords, or any
�� portions thereof, at County�s expense, using generally-accepted
�, professional accounting and auditing practices, to determine and
� P� verify the accuracy and completeness of all ABO payment and
� ;;�t�. � � reporting performances hereunder. If, as the result of any such
�-Fi. I ; N annual audit by County, the amounts to be remit�ed to the County by
� ��� ABO pursuant to this Agreement shall be found to be understated by
o ro more than one percent (1.02),then ABO sha21 reimburse County for �
I ° the cost of such audit.
f � �
� S S�CTION D. PROCEDURAL PROVISIONS
� #' N 1. Assignment and Subleasincx. Except as expressly permitted in
;»;, this Lease, ABO, unless it has received the prior written consent 'i'
of County, which consent shall not be unreasonably withheld, shall
�� � not, voluntarily or by operation of law, assign, convey, transfer ,
' f or encumber this Lease, any of ABO�s interest in this Lease or any `'�
rights and obliqations hereunder; or assign this Lease for security
purposes; or sublet or subpermit the Premises or any part thereof;
or assign, convey or transfer an interest of five percent (5�) or
greater in ABO's ownership, management, equity, debt or assets, in
� one or a series of related transactions. To the extent deemed
necessary by County in each instance, ABO shall be required to `"
provide evidence satisfactory to County of the successful business ���
experience, business reputation and financial stability of the -
� proposed assignee/transferee, an audit of and full payment of all
costs, fees and charges to the date of
assignment/conveyance/transfer, and proof of compliance of the
�.�.:,
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#364i'2Ct i�/1?/93 15:24 Fec $.D�� &1: 735 F'G 744 .
Silvia Davis, Pitkin Cnty Cler•{;� Doc �.�Jp ky
�-�� i assignment/conveyance/transfer with County�s published Airport ��z>�
j management goals and objectives.
( Consent by County to ane or more assignments or sublettings shall � �
� not operate as a waiver of Connty�s rights as to any subsequent f.`, �:
assignments and sublettings. Any attempted assignment or �
subletting by ABO in violation of the terms and Covenants of this ;��:
� Section D(1) shall be void. Notwithstanding the foregoing, ��`-
assignment and subleasing shall be permitted under the following
circumstances: ���
�t
! a. ABO Stock Mav Be Used as Loan Collateral. ABO's �
�f p shareholders shall be permitted to pledge their shares of ABO 1
+'� stock as additional collateral for loans to ABO by
} a� construction and/or permanent lenders, or as additional �':
collateral for any personal quarantees given in connection
�` ��' with such loans. ABO shall provide County with a written
u notice and summary of the making of any such pledge within 30
1 Q days following the date of the pledge. In the event of a
� foreclosure on the pledged shares by the holder thereof, and
. 6L provided that the foreclosure is not brought for the purpose
, � of evading more extensive County review hereunder, the
+�� purchaser at the foreclosure sale shall only be required to
� � provide evidence satisfactory to County of the purchaser's •
�y successful business experience, business reputation and -•
�� financial stability.
�
�M b. Foreclosure bv Mortqaaee. In the event of a foreclosure
C� �1 of a Mortgage by a Mortgagee, and provided that the
S'�`�f,, E '� foreclosure is not brought for the purpose of evading more :
.- a •�
°�� extensive County review hereunder, the purchaser at the
2 � N foreclosure sale shall only be required to provide evidence
� �.., satisfactory to County of the purchaser's successful business
? a � experience, business reputation and financial stability.
( I] .
_ __._ � �a c. Exemption for Transfers to Familv Trusts or to Familv =
i;4� �'� Members ugon beath. The foregoing transfer restrictions shall
�-� not apply (i) to a transfer of ABO stock to a trust for the
�in benefit of the family of an ABO shareho2der, or (ii) to the
: testate or intestate transfer of awnership of AHO stock to the
��. f surviving family (or some of them) of an ABO shareholder upon `'
i the death of that shareholder, provided that all subsequent ��;
transfers by such family members shall be subject to the
restrictions set forth above. ABO shall provide County with
a written notice and summary of any such transfer within 30
; days following the date of transfer.
i 7 y:
d, Subleasing in the Normal Course of Business, ABO may
� sublease or license portions of the Premises that, in the
normal course of business, are operated primarily for
occupancy by third parties (e.g., tie-downs, parking spaces, 1
hangar space, space in the GA Terminal) , without prior ��1.
I 39 i
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#36472�� 12/17/93 15:24 Rec �.00 RY, 735 FG 745 �
Silvia Davis, Pitkin Cnty Cierk, Doc $.U�) 4`
�- ' � approval by County; provided, however, that if ABO�s tenancy �''•,r�
hereunder is terminated for default, the tenancies of all
sublessees and licensees hereunder also shall be terminated '- !.
automatically by the ABO termination, and provided further �
that notice of this provision shall be placed in all subleases �.,�,�
or licenses hereunder.
�`•
e. Non-Votina Stock. ABO may issue non-voting stock without g'
any County consent being required. ABO shall provide County ���.
with a written notice and summary of any such non-voting stock �
issue within 30 days following the date of issue. "
0 41
�� p� Exnress Inducement to Countv. ABO acknowledges and agrees that
i �g this Section D(1) was an express inducement to the County to enter �
' LLr+ into this Lease, is a material element of this Lease and that a �' �
� ny; breach hereof shall constitute a material default hereunder, was �
ti � freely negotiated, and is reasonable in all of the circumstances.
0
�y Q Countv Resoonses. Whenever County consent or approval is required
�, 1 under this Section D.1. or under any other provision of this Lease,
• e � ABO shall deliver a written request therefor to the Director of
,� ,.., Aviation, accompanied by copies of all required supporting data and
v materials, and County agrees to respond in writing within twenty
� � (20) days following delivery of such request. if County refuses to
� give its consent or approval on a particular request, County's
� � response shall explain the reason for the denial and shall, to the
� extent possible, suggest how the request can be made acceptable to
' � Y County. if County fails to respond in writing to a request for
- �' � +' consent or approval within the permitted time frame, the request
�e,? � u shall be considered granted and approved by County.
� -a N 2. Encumbrance of Leasehold Interest by ABO. ABO may encumber
� �> its interest in this Lease in the following manner:
� v m
A
� m a. The provisions herein shall apply to any leasehold .
,____ ___ 4 -� mortqaging by ABO occurring without subordination of County's
,� �, interest.
_ � N
1) ABO and each subsequent County-approved legal holder
`� of the leasehold estate created hereby {��Legal Holder") , ,
� I, for so long as it is not in de£ault under this Lease, may i: ;
� at any time and from time to time encumber its interest ii ; -
in this leasehold estate by mortgage, deed of trust, 5 "
conditional or unconditional assignment security
agreement or other instrument of the same effect;
' provided, however, that no mortgagee, trustee, secured
j party ("the Mortgagee") or anyone claiming through such '; �=�
! Mortgagee shall acquire any greater rights in the
� Premises than the Legal Holder then had under this Lease; ' -'
� and provided further, that such mortgage or deed of trust �'{
shall be subject to this Lease and the rights of County a.+,',
hereunder. �'�!`1
. %,.l
40
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' #364rc^O 12/17/93 15:�4 kec $.C>O Ef; 735 F'6 746 "
Silvia Davis, Pitkin Cnty Cler�:, Doc �.U��
-.-- .:
� ��j 2) The Mortgagee under any such mortgage or deed of
f trust and the owners of the indebtedness secured by said ;';.
mortgage shall not become liable under this Lease unless
and until they shall become the owners of the legal title `
to this leasehold estate and the improvements. �
3) There shall be no limitation on the number of times �.
� ABO may mortgage its leasehold interest under the terms
hereof; provided that AHO shall not be in defau2t under �
. i ,., this Lease at the time of the encumbrance and all costs �
M thereof shall be borne by ABO.
k
�- ' a� b. The provisions herein shall apply to leasehold mortgaging
s m� occurring with subordination of County�s interest. By �
M "subordination of County's interest", the parties mean a first •
�: �` o lien deed of trust or mortgage encumbering ABO�s leasehold
, �y Q estate in the Premises, as established by this Lease. County
agrees to subordinate its interest in the Premises to a first
o L deed of trust or mortgage (hereinafter "Mortgage��) in favor of
v a construction and/or permanent lender providing funds for the
• ' �� construction of the buildings, facilities and improvements on
f � �, the premises subject, however, to the following terms and
;
;; �� conditions:
,0 U
;; � 1) Subordination shall be limited to mortgages that
` �•� secure construction or permanent loans.
ii r.�c
:. +,
� �;y 2j Subordination shall be limited to ninety percent
� (90$) of the construction costs.
� �t�h� ' �N
f �'� 3) County shall be provided in advance with copies of -
o Q the followinq:
�
`ab a) The construction contracts showing the �`
.o...
- �? construction price;
. ___.--- -; #N . . i'.
•.>;j, ,
b) The note and mortgage instruments. County Y
°1,,4�;, shall have the right to approve the proposed loan
documents, which approval shall not be unreasonably
`� � withheld;
�
� c) Such other information as is reasonably
necessary to assure compliance with the provisions �`
hereof.
I '.
• � 4) County shall, at or prior to the closing on any -:�::
construction and/or permanent Mortgage execute, acknowledge, �
and deliver the mortgage and such other instruments and ��i'
� I documents, including any subordination agreement, as shall be
required by and in form reasonably satisfactory to the '
permanent lender; provided, however, County shall have no
liability under any of said loan documentation. The County ;�
41
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#3647zU lc^/Sr/93 15:24 Rec $,C�p $F: 735 FG 747
Silvia Davis, Pitkin Cnty Cler4:, Doc �.04
---__ shall permit a separate mortgage to be placed on the Aviation i,,;
�g Fuel Farm.
:_`
5) The permanent loen shall be made only by an institu- '
tional lender. The term, "institutional lender�� as used
j herein shall include a National or a State bank, Savings and
� Loan institution, insurance company, pension fund, endowment '�
� fund, foundation, ar any other nan-profit organization similar i.'
' to those enumerated herein or any trust with professional i.�,
management or a fund created by County-approved tax exempt �
N financing. `
..
� 1 �� 6) A default by ABO under the terms of any Mortgage to �
a o which County has subordinated its interest shall be considered
ppy; an event of default under this Lease.
I ~ 0 7) Any Mortgage to which County has subordinated its
, , ) �° interest shall provide that:
o� a) Notice of any default shall be given by the
�v lender to County. `
' U
� a T h) County may, (but shall not be required to)
"t� cure any default by ABO under the terms of such •
�� Mortgaqe within a period of fifteen (15) days
� :. c following the receipt by County of notice of such
� 1 default. If County elects to cure any default, any
y sums expended by County to cure any such default
p� p�.d shall be deemed advances made for the benefit of
' S�F � � „ ABO, which sums shall bear interest at the rate
�•-� .+ m which is the gre8ter of two percent (2�) per month
� �y or ten percent (10$) over the prime rate published
' ° i6 in the Wall Street Journal on the date of default,
1 -o Q from the date of such advance until repaid, and
�° i6 shall be payable by ABO to County as additional
,: � � rent hereunder within ten (10) days after notice of
-- - -�:�� r�� •�+ payment is given to ABO by County. Should the
# N County fail to exercise its right to cure within �
the time provided, the Mortgagee shall be free to j'
�- exercise any rights or remedies allowed under the
� - Mortgage. If the Mortgagee in fact cures ABO's =�
' defaults under the Mortgage, the amount needed to
cure shall not include additional rent which was ''-.
paid by the County to cure a Mortgage default, and
� County shall continue to have the right to collect
! this additional rent directly from ABO.
� c) Following any repossession by County of the ' �Y�
Premises County may (but shall not be required to) '"
� assume the existing Note and Mortgage without
penalty, provided only that the said instruments �
are not in default or, if in default, that such
default is cured within fifteen (15) days of `
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#�6472u lc^/1�/93 15:24 Rec $.�7ii BK: 735 FG 748
5ilvia Davis, F'itkin Cnty Clerk� Doc b.<74 y
� �� repossession or notice of default given under (b) �.s
above, whichever occurs first and that County would
thet► meet the standards of the holder of the , ,.
' Mortgage with respect to the assumption of like or
` similar Mortgages. The County agrees to execute !�=
� and deliver any documents as shall be reasonably
� required by the holder of the Mortgage to �
effectuate and carry out such assumption, and �
assumption by the County shall not result in the �,
release of any borrower or guarantor of the �
indebtedness secured by the Mortgage. i
� 8) The Mortgagee under any such mortgaqe or deed of
� trust and the owners of the indebtedness secured by said
I'1 mortgage shall not become liable under this Lease unless and �
i �n until they shall become the owners of the legal title to this
j a o leasehold estate and the improvements.
�.� m+e
; � u 9) There shall be no limitation on the number of times
�,Q ABO may mortgage its leasehold interest under the terms
• j w hereof; provided that ABO shall not be in default under this ,
4� Lease at the time of the request to subordinate, and all costs
f � � thereof shall be borne by ABO.
��
�� 8) Subject to the rights of the construction and/or
�� permanent lender, in the event of any default under this
�� Lease, County shall be entitled to exercise all or any of its
i ., remedies as provided under this Lease.
�a{4 t .. C
���, ; �Y 3. Estoppel Certificates. County and ABO each agree at any time
7 a� and from time to time, so long as this Lease shall remain in -
� P�- effect, upon not more than ten (lo) days prior written Notice by
t ., - the other party, to execute, acknowledge and deliver to the other
' �� party a statement in writing certifyinq that this Lease is
i ;� � unmodified and in full force and effect (or if there have been
__. -- A modifications, that the same is in full force and effect as
� ,� modified, stating the modifications), and the dates to which the
- �•� rent and other charges have been paid in advance, if any, and •`.
.o-. stating whether any default under the terms of this Lease is known
'�, �N by, or any notice of default has been served by the party giving
� the Certificate, it being intended that any such statement �
delivered pursuant hereto may be relied upon by any prospective
p u r c h a s e r o r e n c u m b r a n c e r o f C o u n ty�s f e e i n t e r e s t o r by a ny �'�
Mortgagee or by any holder of any other security interest or
; assignee of such Mortgage or other security interest covering such
. ; interest or upon ABO's leasehold interest hereunder, or by any ;
i prospective assignee or sublessee of this Lease. �;
4. Non-Disturbance Agreements. At County's option as otherwise �
� provided herein, this Lease shall become subordinate to any
mortgage, deed of trust, ground or master lease, sale-leaseback
transaction or other financing or security instrument (any one or '
more of the foregoing individually or collectively called an �.
j i�.
� 43 I'.,.
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#3647c^c.� 12/i 7/93 15:�4 Rec �.C�C� BFC 735 F•� 749 '
Silvia Davis, F'itkin Gnty Cler�k, Doc �.�7p ,. .
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"Encumbrance") which shall hereafter be placed on the Premises by :;�r,
County, provided that County first obtains from the holder of the
- i Encumbrance placed against the Premises, a recordable non- �' ..
� disturbance agreement in form and substance reasonably satisfactory -
to AHO which provides that in the event of any foreclosure, sale �. •;
j under a power of sale, ground or master Iease termination or �,._
transfer in lieu of any of the foregoing or the exercise of any
' other remedy pursuant to any such Encumbrance:
a. ABO�s use, possession and enjoyment of the Premises, and
ABO's rights under this Lease, shall not be disturbed or
impaired in any way and this Lease shall continue in full �
( d' force and effect so long as ABO is not in default hereunder;
4 p� and `
�
i
a 4 b. This Lease shall automatically become a direct lease �� �
Mui between any successor to County�s interest, as Lessor, and ABO
ti u as if such successor were the County originally named
o hereunder, and successor agrees to be bound by and to perform
7 �,° all of County's obligations and responsibilities under the
,� � Lease.
O, i ;;
. y;�; Provided always, that any such Encumbrance must specifically recite t .
.� U v that it is subject to any Mortgage to which County has subordinated _
! m a its interest. If the foregoing conditions are satisfied, ABO shall
�� from time to time execute such subordination documents as may be �
� reasonab2y requested by County.
� t•
°;c 5. Maintenance. Repair and Reolacement of Premises. Subject
r �.A always to the environmental auditing and remediation obligations
. � r o-d set forth in the Redevelopment Agreement, the obligations of ABO i- �
.Q� � _ and County with respect to the maintenance, repair, and replacement .
i ��' of the Premises are as follows:
I a Q a. Buildings, Improvements and Facilities (Existing). •� -
� � ,�
�� 1) Coun ty, a t i ts expense, sha l l keep the ramp areas, ,
_ _�� ,�,.., taxiways, parking lots and the structural elements -
� �� (includinq roof) and exterior of the buildings, '�
improvements and facilities (excluding the hangar doors �'
but including the boilers, mechanical and utility E �
�`\ systems) in good condition and repair. � `
�
2) ABO, at its expense, shaZl maintain the remainder of
` the Premises, including the interior of the buildings, in
I' good condition and repair. �•'� `
i3) Until such time as they are removed from Lot 2 at � �"�-
County's cost, the operation, maintenance, repair, f� ;+�'a.>
environmental remediation, demolition and removal of the j �`
existing County Road and Bridge Building and the y »
� Autamobile Fuel Farm shall be the sole responsibility of �'i, ���
County. i '4':;.
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#36R720 12/lr/9� 15:�4 Fec �.40 &K 735 FG 750
Silvia Davis, Fit�:in Cnty C1erF:, poc $.00
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-- , b. Buildings, Improvements and Facilities (to be 4r,
constructed) .
- 1) County shall have no duty of maintenance or repair ? '
with respect to the Suildings, Improvements, and ` '
; Facilities constructed by ABO pursuant to the
l Redevelopment Agreement.
' 2) ABO, at its expense, shall have maintenance, repair,
n and replacement obligations as follows: �`�
_ � �
; � a) ABO shall keep and maintain the Premises in �
� ` a� constant good order and repair in the same � -
� condition as when initially constructed, ordinary
i � '� wear and tear excepted. All repairs made by ABo
i �` o shall be at least equal in quality to the original
� � ca improvements constructed on the Premises.
� ri .
�-j o L b) ABO shall keep the sidewalks, curbs, parking
• i . m and other areas on the Premises clean, free from
� '� v litter, rubbish and debris and in good state or
, � � repair.
� � �
; ,� � c) ABO shall also maintain the trees, shrubs and
; � � grass on the Premises in a good state of repair,
4 0 •� neatly trimmed.
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� � •�+ d) ABO shall keep the sidewalks, paths and other
pt � � access walks on or which service Che Premises
�! � �, reasonably passable at all times as weather condi-
'��`-`ti � •� tions will permit. All such walks shall be
'" � shovelled within 18 hours after the end of a
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snowfall or as soon thereafter as is reasonably
� �o practicable.
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'0 r' 3) From and after the beginning of the eleventh year
-------- � � aftet the Date of Beneficial occupancy of the first new
':�,;`,'+ buildings, improvements or facilities constructed by ABO ±
°x"�� pursuant to the Redevelopment Agreement, ABO shall pay to
County an annual Maintenance Security Fee in the amount �'
� oF two percent (2�) of the aggregate annual rent, fees
� and charges paid by ABO to County under Section C(2) (a- �
c), and Section C(3-7, MAG's only). County shall deposit
such funds in a separate, interest-bearing escrow
; account, for purposes of securing ABO�s maintenance,
i repair and replacement obligations contained in this ;
• � Section D(5)(b). If ABO fails to perform any such •
imaintenance, repair or replacement obligations following �'�'
i 10 days written notice from County, County may utilize
� ' the escrow account to perform the same, and ABO shall be ; "
obligated to replenish the escrow account within 30 days i
thereafter. Upon the prior written consent of County in
each instance, which consent shall not be unreasonably
;
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45
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#36472t� 12/17/93 15:^c4 F:ec �.��O E�h 735 FG 751 ,b .
Silvia Davis, PitF:in Cnty Clerk� Doc 5.�a0 �
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_ � withheld, ABO shall have the right to utilize a portion i'��
��! of the escrow account for purposes of performing ABO�s ;•;'+�,,
maintenance, repair and replacement obligations �.
! hereunder. Any funds remaining in the escrow account '
upon the termination of this Lease shall be returned to ' � '
; ABO. �.
i.
6. Alterations of Premises. The rights and obligations of ABO �:����,
and County with respect to Alterations of Premises are as follows:
. a. Buildings, Improvements and Facilities (Existing). �:''.�
1 t
1) Except as contemplated by the Redevelopment
� Aqreement, ABO shall make no alterations or improvements �
� 'o to the Premises or to the buildings and other structures �:
� situated thereon without the prior written consent of
�� County and upon such terms and conditions as County shall
o.o require, which consent shall not be unreasonably
' ' withheld. It is understood that ABO has full salvage
m�
riqhts to the existing buildings, improvements and
�Q facilities to be demolished and/or replaced under the ;'
,n Redevelopment Agreement.
( .
�� o� 2) Any improvements and alterations to the Premises and ;� .
�,�, to the buildings thereon with respect to which County has •
�� given its written consent, sha21 be done at ABO's sole
w T cost and expense and ABO shall not cause or permit any L
�� statutory claims or liens to be filed against the E'�
; �� Premises or against the buildings or other improvements
- � � . � thereon by reason thereof. ,
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� +' 3) Any such improvements or alterations to the Premises
� �d made by ABO shall become the property of the County upon .
� . the termination of the Lease and shall be surrendered
-� N with the Premises and as a part thereof, unless otherwise
��� agreed upon in writing between the County and ABO.
__ n
� ry b. Buildings, Improvements and Facilities (to be �
�•� constructed).
,o f+
`� ' �N 1) Except as contemplated by the Redevelopment
� Agreement, ABO shall make no alterations or improvements
� to the Premises or to the buildings and other structures � .i
� situated thereon without the prior written consent of
i County, which consent shall not be unreasonably withheld. 2. 1,.,
. 2) Any improvements and alterations to the Premises and �
to the buildings thereon with respect to which County has
given its written consent, shall be done at ABO's sole �'
cost and expense and ABO shall not cause or permit any
� statutory claims or liens to be filed against the � � "
Premises or against the buildings or other improvements [;�',
thereon by reason thereof. ':�`
S.H.
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#36472u 12/1 i/93 15:24 Rec 4.�7�? BK 735 F'G 752 �i,�.
Silvia Davis, Pitkin Cnty Cler•F;, Doc �.��v
3j Any such improvements or alterations to the Premises
_ made by ABO shall become the property of the County upon
� - the scheduled transfer of title under this Lease and
shall be surrendered with the Premises and as a part �rr
thereof. `•
a ,.
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� 7. Destruction of Buildinas. Improvements and Facilities. The �:
� rights and obligations of ABO and County in the event of the I
! destruction of Buildings, Improvements and Facilities shall be as
follows:
, � a. Buildings, Improvements of Facilities (existinq). If an `
�` existing building or other improvement located upon the
� i Premises shall be rendered untenantable by fire or other
� �o casualty prior to its demolition under the Redevelopment
�-=' Agreement, the insurance proceeds shall be utilized first for
': m+n the establishment by ABO of such temporary replacement
; � o building or improvement as may be necessary under the
y�,Q circumstances, and second for the construction by ABO of the
w new replacement building or improvement under the terms of the
�Y Redevelopment Agreement. Unless the fire or other casualty is
= i intentionally or negligently caused by County, ABO's rent
• �iv shall not be abated in whole or in part during the period that
� the damaged or destroyed building or improvement is not
�� available for ABO's use. If the fire is caused intentionally
f c or negligently by County, ABO's rent shall be abated only to
� '�,°U the extent and for the period that ABO's operations are
s -• � actually interrupted by the fire or other casualty.
� G'�
r ra Y
'' b. Buildings, Improvements and Facilities (to be
� �a
• �' constructedj. If buildings or other improvements constructed
y�c�, � � N by ABO pursuant to the Redevelopment Aqreement shall be
�.,. rendered untenantable by fire or other casualty, ABO shall, at
> its sole cost (using all available insurance proceeds and any
'a other funds that may be requiredj restore and repair the same
� ,p to tenantable condition as speedily as possible and,unless the
�•� fire or other casualty is intentionally or negligently caused
_______ c,.;;j .o.+ by County, the rent shall not be abated, in whole or in part,
,�' #'N during the period of such restoration and repair. If the fire
<;;_;:� is caused intentionally or negligently by County, ABO's rent
- shall be abated only to the extent and for the period that
`� ABO�s operations are actually interrupted by the fire or other
� casualty.
� 8. Grievance Procedure. The parties both recoqnize that it is in
jthe public interest and to their mutual benefit that a satisfactory
i range of full-service fixed-base air operation services be made
I available to the public in a prompt, efficient and courteous
� manner. To that end, ABO and County shall meet together from time
to time, upon the written request of County, far the purpose of
addressing any complaints which may have been received by County
� � and reviewing in general the fixed-base air operation services
being furnished by ABO from the Premises. ABO agrees to promptly
47
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' #364720 i2/1 i/93 15:24 F:ec �.p<� Eit:: 735 FG 753
Silvia Davis, Fitkin Cnty Clerk, Doc $.�:�4
undertake such action as may be reasonable and appropriate to
� . remedy the situation giving rise to any such complaints and/or any
= operational deficiencies noted by County.
� �.
9. Disuutes/Mediation/Arbitration. Except as may otherwise be ,•
i specifically provided in this Lease, if a dispute arises under or !
� ap out of this Lease (or the Redevelopment Agreement), or the breach a
h thereof, including without limitation disputes involving determina-
tions of "reasonableness", amounts owing or to be credited to t
�a parties, interpretation of provisions, or compliance with the terms �
�y� of the documents, and if said dispute cannot be settled throuqh
direct discussions, the parties agree to first endeavor to settle
�' o the dispute in an amicable manner by mediation under the Commercial
� i �� Mediation Rules of the American Arbitration Association (unless the
parties mutually agree in any given instance on a more economic
�L procedure to achieve an acceptable result), before resorting to
• v arbitration. Thereafter, any unresolved controversy or claim
�`� arising out of or relating to this Lease (or the Redevelopment
' t' � �, Agreement], or breach thereof, shall be settle8 by arbitration in
�� accordance with the Commercial Arbitration Rules of the American
.oc� Arbitration Association, and judgment upon the Award rendered by
, j '; � the arbitrator(s) may be entered in any court having jurisdiction
i �y thereof. The parties agree that the decision of the arbitrator(s)
� � shall be binding upon the parties and shall not be appealable. The
' P� parties further agree that the following specific rules or
� „ procedures shall apply in any mediation or arbitration hereunder:
.-i N
�'"' a. The mediation proceedings shall be held in Aspen,
! o Q Colorado. The arbitration proceedings shall be held either in
a .� Aspen, Coloradq, or in Denver, Colorado, in the discretion of
4'F� � ',�° the arbitrator(s).
- �> >
' �� b. The mediation and arbitration shall be governed by
' # N Colorado law.
c. If within thirty (30j days after service by one party
upon the other of a written demand for mediation, the
- --� - mediation does not result in the settlement of the dispute,
�•.`�+ then either party may demand arbitration.
.=:���,';
d. The mediator shall be a neutral person having experience
�., � with and knowledge of the Fixed Base Operator (FBO) industry.
i
Ie. The arbitration proceedinqs shall be conducted before a
' panel of three (3) neutral arbitrators, one (1) of whom shall
I be a person having experience and knowledge in the business of
� airport management, one (1) of whom shall be a person having
experience with and knowledge of the Fixed Base Operator (FBO)
' industry, and one {1) of whom shall be a lawyer who is
experienced in the area of commercial law.
� f. Not less than twenty (20) days prior to the scheduled
date for the arbitration, the parties shall exchange copies of
� 48
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. #364�2ci 12/1?/93 15:^c4 Fec $.C>4 B!; 735 F�G 754 ,
� Silvia Davis, Fitkin Cnty Clerk, Doc �.�7<�
�
______ j the anticipated exhibits and all other documents in their '%
� possession, custody or control pertaining to the subject
matter of the dispute, together with lists of all witnesses ��!
that they intend to call during the arbitration.
�•-
g. All fees and expenses of the mediation or arbitration
shall be borne by the parties equally. However, each party �
shall bear the expense of its own counsel, experts, witnesses,
and preparation and presentation of proofs. 1'
- . At such time as a second FBO is selected by the County in a r.
�.; Procurement Action, this Section D(9) shall automatically terminate
� I � and be of no further force or effect, and the parties shall
! c�o thereafter be free to resolve their disputes in any manner they (or '�
°�� either of them) consider appropriate, including litigation.
�u�
h u 10. Default Bv ABO and Termination. The procedure for declaration
� of default and termination of ABO's tenancy and rights hereunder
- m Q shall be as follows:
O :1
�.� a. The following events are to be considered Incidents of , •
�v Default hereunder:
� y 1) ABO delinquency in the making of full and timely
; � payment of rent, fees or charges when due to County under
� �0� the provisions of this Lease; or
� � c
� � y 2) With the exception of any environmental remediation
�� responsibilities that County may have under the
�, �' �- Redevelo pment A greement, and with the further exception
'4t+. � � N of any environmental conditions caused by County, ABO
�.,, creates, maintains or allows by omission a danqerous or
o � hazardous condition on or emanating from the Premises; or
o -
� ,� 3) ABO fails to provide timely and maintain current all
�•� required insurance coverages and praof of insurance; or
_ - .o.. ;b
# N 4) ABO fails to comply with the Minimum Standards; or �'
���4,:
�� 5) ABO fails to comply with the Redevelopment iI
�� Agreement; or +i
�. . �,
6) ABO is declared in default under any financing or
security instrument that encumbers ABO's interest in the
iLease; or
� 7) ABO makes or becomes subject to voluntary or �"f`�
involuntary declaration of insolvency, assignment for the
benefit of creditors, receivership or bankruptcy; or
ffi 6) ABO fails to comply with any of its obligations
under this Lease. q;`t,
�
49 '
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#�6472C� 12/17/93 1:,:24 f,ec �.ii�7 BF; 735 F•G 755
Silvia Davis, Fitk:in Cnty Cler•k, Doc $.p�j ,
i
! b. Notice of Default/Right to Cure. Upon the occurrence of
-•, an Incident of Default hereunder, County shall give written
notice thereof and a required cure therefor to ABO and to all
i Mortgagees. Following the giving of such notice of default, '
� the time periods within which the cure shall be completed ?:�
shall be: 1) within three (3) business days if the default is }'
maintenanae of a hazardous condition or failure to maintain 4
� and/or prove required insurance coverage; 2) within ten (10) �
calendar days if the default is failure to pay rent, fees or �
any other monetary amount when due; or 3) within twenty (20)
- o calendar days if ABO shall default in the performance of any '
y M other obligations or conditions to be performed by ABO under l
� I ��, the provisions of this Lease. Except for a failure by ABO to
� n.o pay rents, fees or other charges hereunder when due, if the
� �� cure required cannot reasonably be completed within the
'R� � foregoing time periods and the cure is promptly undertaken by
�Rq ABO or a Mortgagee and diligently prosecuted, the County will,
� � ay upon request and proof of these circumstances, extend the .
�Y period to cur� by a reasonable time. It is understood that
� � Mortgagees have the right, but not the obligation, to cure
y� � defaults within the time periods set forth above.
. U
�� c. Notice of Termination/Right to Re-enter. In any Incident
` � of Default, if such default shall remain uncured after the
� � � cure period specified, County may thereafter terminate this
:: � Lease by giving written Notice of Termination to ABO, which
� °i Notice shall be effective as provided in Section E(13) below.
++ Upon termination of this Lease, County may re-enter the
� P�i P remises an d remove a l l persons and property therefrom, using `
� „ all necessary force to do so.
. 1�� � �� ''
� ,. > d. Remedy Not Exclusive. County shall have such other
� �Q rights and remedies as may be provided for by law or in
k � � equity, including damages. In the event of any such default
�.� by ABO, County shall be entitled to recover its costs,
,�� including a reasonable attorney fee, of all proceedings in
_ ____:;�,. #� connection therewith, provided County prevails in such
proceedings.
.�Y�'r.
�\
� 11. Default by County and Termination.
� a. The following events are to be considezed Incidents of
Default hereunder: �_
1) County shall fail to properly maintain the Public t
Airfield Facilities. �
I '
� 2) County shall fail to comply with its obligations �'�
under this Lease.
s'-:
� 3) County shall fail to timely pay any amounts to be •a
remitted to ABO under the provisions of this Lease. �
t:
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� #3f�4r2C1 1�/ir/93 15:24 F�e� �.�iU FF: 735 F•G 756
Silvia Davis, F'itkin Cnty CIer6:� Doc $.�iq �
b. Notice of Default(Right to Cure/A8o Remedies. Tf County ;''
--•- - shall not cure such default within twenty (2oj days after
written notice from ABO specifying such default, ABO shall •'
have the option of (ij curing the default itself, if possible,
in which event ABO shall be entitled to prompt reimbursement }'
by County for all costs and expenses incurred by ABO in �
connection therewith, (ii) suing County to compel the specific
� performance of its obligations under this Lease, or (iii)
1 terminatinq this Lease upon written notice to County,
following which the parties shall be relieved of any further
� rights or responsibilities hereunder. Any notice of default
� given by ABO to County shall also be given by ABO to all
' Mortgagees, and Mortgagees shall also have the right (but not
� � t'�v the obligation) to cure the default within the time period set :�
� forth above. Zf the cure required cannot reasonably be
�� completed within the said 20-day period and the cure is �
� �c promptly undertaken by County and diligently prosecuted, ABO
m"' will, upon request and proof of these circumstances, extend
r ; � o the period to cure by a reasonable time.
1 1...Q
� °1 „ c. Remedy Not Exclusive. ABO shall have such other rights
a Y or remedies as may be provided for by law or in equity,
� °. w including damages. In the event of any suah default by �
�" � County, ABO shall be entitled to recover its costs, including
� a a reasonable attorney fee, in all proceedings in connection
,:c .0 therewith in which ABO prevails.
c
-0 U
-� 12. Surrender of Premises. Upon the expiration or termination of
;; � this Lease, ABO shall peaceably surrender, deliver up and leave the
;� '"Y Premises to County in the condition and repair in which ABO was
3F� �a required to maintain the same. ABO shall, upon surrender, remove
" � all af ABO's personal property, trade fixtures, equipment, or
� N improvements removable by prior agreement with County, from the
� •� Premises and shall repair any damage to the Premises caused by such
o ro removal. Any personal property of ABO, or anyone claiming under
° ASO, which shall remain upon the Premises at the expiration or
� � termination of this Lease shall be deemed to have been abandoned
--- - � '� and may be retained by County as County's property or disposed of
��� by County in such manner as County sees fit.
� ♦ j SECTION E. GENERAL PROVISIONS +� ���
�`•\ �:
� � 1. Indemnitv and Insurance. ABO shall indemnify County, and fund � ,�.�
that indemnity by acquiring and maintaining insurance during the a
term of this Lease, as follows:
�:
a. ABO shall release, discharge, indemnify and ho2d harmless ��''
the County of Pitkin and its officials, employees, agents and ,
representatives from and against liability for any claim, � '� =
demand, loss, damages, penalty, judgment, expenses, costs (in- ; �t
� cludinq costs of investigation and defense), fees (including s;;i;
�;;;
reasonable attorney and expert witness fees) or compensation ,+
in any form or kind whatsoever for any bodily injury, death, �; ��
. � �'i.�:�•
51
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#364 r 2C� 12/17/93 15;24 �ec �.i iq �if; 735 PG 757
Silvia Davis, Fitki� Chty Cler4;, Doc �.i]c) ''
_, ?�S
; personal injury or property damage arising out of or in '�"�r•
, connection with any negli.gent or willfully wrongful act, error �
i or omission by ABO, or for any resulting liability alleged to ;.
� accrue against the County on account of such acts, errors or �
� omissions by ABO, including any environmental investiqation, A,�;�.
! removal or remediation responsibilities involving the Premises •-•
� or neighboring lands where (but only to the extent that) ABO f`
� is a demonstrable contributing cause of an environmental �'
N hazard or contamination that is created or occurs after
M October 1, 1993; provided, however, that such indemnity shall ��,,..
�� not be construed as an indemnity for claims arising from the ;
�� a� negligence or wilfully wrongful acts of the County or its
r � � employees or agents.
r` o b. ABO further shall investiqate, process, respond to, b �
,; �Q adjust, provide defense for and defend, pay or settle all
!` � claims, demands, or lawsuits related to such negligent or '
� t wilfully wrongful acts, errors and omissions at its sole
� 0i expense and sha12 bear all other costs and expenses related
, '� u thereto, even if the cZaim, demand or lawsuit is qroundless,
v a false or fraudulent.
[t +, .
_ -o � c. The County, in turtt, agrees to defend (including
'; � reasonable attorney�s fees and costs), indemnify and hold -
'' �y harmless ABO and its shareholders, officers, directors,
+� employees and agents, to the full extent allowed under
' �a Colorado law, from and against any and a12 claims, demands,
. �* f � _ causes of action, damages, losses, liabilities, penalties,
';�� ; .� m costs and expenses, of ar►y kind or nature (including those
+ ��� invoZving death, personal injury or property damage) arising
i � Q out of or in connection with (i) environmental investigation,
� � ti removal or remediation responsibilities involving the Premises
t ,� .,, or neighboring lands, except to the extent that ABO is a
� �� > demonstrable contributing cause of an environmental hazard or
� � contamination which is created or occurs after October 1, �
�---�,�T;`'�.,� � N 2993, and (ii) any negliqent or wilfully wrongful act, error
or amission by the County, excepting any such claims arising
"''°? from the negligence or wilfully wrongful acts of ABO or its
`� employees or agents. �
�
d. To fund ABO�s indemnity, in whole or in part, ABO shall i!
secure and maitetain for the terfi of this Lease such insurance '�
policies, from companies licensed in the State of Colorado
� that have a Best�s Rating of at least "A", as wi21 protect
iitselP, the County (with the County named as additional
� insured to the extent permitted by law) , and others as speci-
i fied, from claims for bodily injuries, death, personal injury 'y=:
or property damage, which may arise out of or result from
� ABO's negliqent or wilfulZy wrongful acts, errors or omis-
sions. The following insurance coveraqe, at or above the
limits indicated and including such endorsements as are 1
indicated by an "X", are required: �.
� 52 f1,
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+{ ' .'Sp �. � � :. � tv� -i�ah > � -It I�t' �." � .i -i'' i I�C; �,y 6.
���.'�ti. iYi-{. i�a�>... �.';�, f ii��.�. �^`F' yp��,�: '�1/�S�+ri�r.� � ��'� r -1:_.:yP�_�F.�x t.� l`�i�,.
l+. ' .�P t�t�.}'. . • T . � �I+�'4.a �� . C.�� �
�'� t '� ,���u�i�! .�� },,
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�'�:.v.!�«��' �,::� ;:���w E '.
'e'
� #:�64720 1�/17/93 15:24 Rec #.C�C� BF; 735 PG 758
Silvia Davis� Pitkin Cnty C1erL:� Doc �.�)U
� 1) Statutory Worker's Compensation: �
`� a) Colorado statutory minimums �Tr
i�.f
2) Airport Liability (includinq, but not limited to, i
Airport Premises Operations, Aviation Products/Completed
Operations, and Ground Hangarkeepers Legal Liability) :
. a) Liability limit for any one
N aircraft/occurrence/aggregate: $20,000,000 (or such
� lower limit as may be carried from time to time by !.
- a o County in its own Airport Liability Policy); 4
F
, M +� b) Maximum Deductible: $10,000 (or snch different if
r.. o deductible as may be carried from time to time by
y Q County in its own Airport Liability Policy);
, �
o Y c) Endorsements: �''
, , , a � x AirportGeneral Liability `
+� � x Premises/Operations .f`
.I u � x Underground, Explosion & Collapse Hazard M1,
� � x Products/Completed Operations
I � x Contractual Liability (specifically
� ti including, if commercially available,
� � ABO�s indemnity and insurance obligations _
� � =� under this Lease)
� � x Independent Contractors and Subcontrac-
°' °- tors
�
� � x Broad Form Property Damage
� � x Personal Injury
�` '' � x Pollution and Environmental Hazard relat-
`��'+ � n-� ing to the new aviation fuel farm and
.�o ro fueling operations (if and promptly after
� '� such coverage becomes commercially
�o � available, and then only to the extent �`
� N that ABO may have any liability therefor '"
under this Lease or the Redevelopment � �
-- Agreement). Alternatively, ABO can self- � '
� ':'�`t insure this coverage to the standards set i'
�`�a-; by the Environmental Protection Agency. ?
y'�. .
\ 3) Fire and Casualty insurance ;�� ,
� h-,I`
a) Special Form
�;.
b) Replacement value of all buildings (excepting `.
existing buildings being insured by County) �
i i �
c) Maximum Deductible: $50,000
�: 4
' � d) Endorsements
,�+.
(i) building contents
53
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` � • �:T n F1, `tiS •'�i,r, t �,� ry � ��S��Y
. .��� . r: �`.�jy � MY;�, •��—��. 4 ,� �� �'� `y 4
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. i�=�� . . . ... . ._. i-.. i����'
#364rc4 12/17/93 15:�4 Rec $.c)O Bf; 735 PG 759
Silvia Davis, Pitkin Cnty Clerk:, Doc �.ci� �'�
4) Comprehensive Motor Vehicle Liability Insurance z>:
t
a) Bodily Injury/Property Damage Combined Single `r, ';.
Limit: $ I,000,000 �
�.',.
�I b) Maximum Deductible: $10,000 t;.
��'".
c) Coverage includes Automobile Medical Payments
• and Uninsured Motorists Coverage �:��.
_ . � .
d) Endorsements: z
x Any Auto �
� � x All Owned Autos `
N x Hired Autos ;_
� M x Non-Owned Autos
n
'�� r�i.%� 5) Special Coverages (limits, conditions, deductibles
�'� m ui and endorsements to be determinefl by ABO and
+ �,M„ � County):
I ���o x (aj Aircraft Liability t
i ,Ty x (b) Hangarkeeper�s Liability
! ' x (c) Business interruption (at option of ABO)
? a i x (d) Any coverage required by Mortgagees
� �; U x (e) Host liguor liability endorsement
� ,� (f) Mobile equipment endorsement
� m T
� � � e. Either party shall have the right to request that the
p � �� insurance coverages or forms of coverage provided for herein
1!�,, � � c be ad justed upward or downward to more commercially reasonable
�'-� ? �Y limits as evidenced by the limits then prevailing at other FBO
` +' operations at airports of this type, size and activity level.
�
� ��. If the parties cahnot agree regarding such proposed
� adjustments, the dispute shall be resolved by
� � N mediation/arbitration as set forth herein.
_ � .,,
� >
--- =' Q f. To provide evidence of the required insurance coverages,
'•';;,': � � copies of Certificates of Insurance in a form acceptable to
}:?; .o •-+ the County shall be filed with the County (through the Airport
h7 � Manager) no later than ten (10) calendar days prior to j
� � � commencement of operations affecting the County. Failure to
+ x ui
file or maintain acceptable Certificates of Insurance with the �(`
County is agreed to be a material breach of this Lease for
which notice of default may be given. These Certificates of �-
I Insurance shall contain a provision that coverage afforded
; under the policies will not be cancelled or materiaily altered
i unless at least thirty {30) calendar days prior written notice
by certified mail, return receipt requested (effective upon 'Y�.
proper mailing), has been sent to the County (through the
� Airport Manager). For purposes of this provision, "materially _
altered�� shall mean a change affecting the coverages required
herein, including a change to policy limits as set out in the �
then-current policy declarations page. Simultaneously with
the Certificates, ABO shall file and update as necessary a �`
54
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�. �:.'...:,� �:; .. _� � . . . � . . . . �. �- � . . . . . .�.,- . . . . . ..
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. . ' . �t. � .. �',,` ,�t. , ,;"i���'�'C .'`',.4q.Z �r"•�i•• F�.��TJ�L";,
� �'. . . .�.'.;A 'L'�r'r
#364r2i� 12/17/93 15:24 Rec S.�)i� bF; 735 F'G 760
Silvia Davis, Pitkin Cnty Clerk., Doc S.C�U �''
�..,
certified statement as to claims pending against required i�';rs
coverages, reserves established on account of such claims,
defense costs expended and amounts remaining in policy limits. , ;.
a
' g. In addition, these Certificates of ABO Insurance shall ��.�;�
� contain the following clauses: -
�'`•:
6) The clause "other insurance provisions," in a policy "`�
in which the County of Pitkin is named as an insured, ��= -
shall not apply to the County of Pitkin. ��
,�_
a
`! ' 7) The insurance companies issuing the policy or .
� N policies sha21 have no recourse against the County of !:
� P'� Pitkin for payment of any premiums or for assessments �r
� �n under any form of policy. �` `
i do �
, � im ui 8) Any and all deductibles in the above-described in-
j� � surance policies shall be assumed by and be for the
� o amount of, and at the sole risk of ABO.
� io
�
' �Y 9) Location of operations shall be: "all operations and .
� 4 � locations on the Aspen/Pitkin County Airport conducted by
ui� or occupied by ABO."
` °i � h. County shall procure fire and extended coverage ihsurance
` �c and boiler insurance covering the buildings, improvements and
s �� facilities existing at October 1, 1993 and located on the
i �� Premises for the full replacement value thereof. County shall
- � � � �• maintain such insurance in full force and effect during the
���y �.� term of this Lease until such time as these buildings,
�'a improvements and facilities are demolished pursuant to the
� � - Redevelopment Agreement, and shall name ABO as additional
� �� insured, as its interests shal2 appear, and shall furnish ABO,
{ � ti at ABO's request, with a copy of a certificate evidencing the
' ''a issuance thereof. -
....." -- ,�p N � .
� N•� i. County shall also maintain in full force and effect
.�? ,o.-+ throughout the term of this Lease an Airport Liability Policy,
' #N from a company licensed in Colorado that has a Best's Rating
�\ of at least "A", carrying a liability limit for any one
� aircraft/occurrence/aggregate of at least $20,000,000.00, or ;�; :
such lower limit as County shall deem adequate from time to t;�
time, and carrying a maximum deductible of $10,000.00, or such
different deductible as County shall deem appropriate from
time to time. County shall name A80 as co-ittsured or addi-
tional insured under County's Airport Liability insurance
policy for all claims arising under or in connection with this � �r•:
Lease, and shall from time to time upon demand provide ABO ; �
� with a Certificate of Znsurance evidencing compliance with the -
foregoing requirements and standards.
j. County agrees that any insurance policies maintained by �,;
County on the Premises, the structures and other improvements i.
I '
� 55
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#�64T•2�i 12/ir/93 15:24 Fec �.t:��i g�; 735 F'G 761
Silvia Davis� pitkin Cnty Clerk� Doc #,�>�)
- thereon, or otherwise in connection with the provisions of ';�
� this Lease, shall contain a waiver of subrogation provision as �
against ABO and, in addition, County hereby waives all claims �;:
or rights of recovery which it might otherwise have against
;� ABO, its agents, employees, invitees, or other licensees for �,:
any loss or damage which is covered by such insvrance ;
, notwithstanding that such loss or damage may result from the (.
neglect or fault of ABO, its agents, employees, invitees or
licensees. ABO.agrees that any insurance policies maintained ?
. by ABO on the Premises, or on the buildings and other ,
improvements thereoh, or otherwise in connection with the
provisions of this Lease, shall contain a waiver of
� � � subrogation provision as against County and, in addition, ABo
hereby waives all claims or rights of recovery which it might
�o otherwise have against County, its aqents, employees, .
� invitees, or licensees for any loss or damage which is covered
,, m'� by such insurance notwithstanding that such loss or damage may
� u result from the neglect or fault of County, its agents,
• ' �Q e m p l o y e e s, i n v i t e e s o r l i c e n s e e s. T o t h e s a m e e x t e n t, C o u n t y
� and ABO each hereby waives any right of subrogation which
• r c•s might otherwise exist in or accrue to any person on account of
� � such insured claims.
` �'.,
� u� k. Unless County expressly undertakes such liability, County
% �,�, shall not be liable for or bound by any conditions or
�� respansibi2ities of any sublease agreement or other contract
.. or aqreement that ABO may enter into. Likewise, ABO shall not •
F �� be liable for or bound by any conditions or responsibi2ities
' 3 � Y of any other lease, sublease, contract or agreement that
'��i, ± �r� County may enter into.
� a\a.
� � N 1. The provisions of this Section E(1) shall survive
! �•.. the expiration or other termination of this Lease.
>
L �
Q 2. Utilities. ABO shall, at its sole expense and in its own
-----�'--:'.;:-- .�u ro name, contract for the provision of all heat, water, gas, electri-
�j city, telephone service, trash removal and a11 other utilities used
'.?;:;�`: �� on or about the Premises. ABO shall not permit any lien for unpaid
a N utility use or services to be filed or maintained against the Pre-
�\ mises.
,
� 3. Snow Removal. County shall, at County's own expense, and
1 subject and secondary to County's obligation to maintain clear
roads and runways on the Airport, remove the snow from those areas
� of the Premises which are open to public use and which are utilized
for the passage, parking and storage of aircraft and the passage
' and parking of motor vehicles in the same manner and extent as �
County performs snow removal on portions of the Airport in general;
� provided, that County shall not be required to move or relocate �
parked aircraft and vehicles to accomplish such snow removal.
ABO shall, at the direction of the County, move or relocate
aircraft and vehicles to assist County in County�s snow removal
56
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#�6472i� 12/i r/93 1 S:c^4 Rec �.UG gK 735 F'G 762
Silvia D�vis� F'itk.in Cnty Cler•4;� Doc $,��t�
-- � - obligations set forth above. ABO shall further, at ABO�s own
expense, effect the snow removal in a21 other portions of the
Premises, including the removal of snow under and about the parked '.
aircraft and vehicles, the buildings, the walkways, and the other �
portions of the Premises which cannot readily be serviced by the
�� County�s snowplowing equipment. }
� 4. Trademarks. Trade Names. ABO represents that it is (and will (
be for the entire term hereof) the owner of or fully authorized to (
N use any and all services, processes, machines, articles,
' M trademarks, logos, names or slogans to be used by it in its
c�� operations under or in any way connected with this Lease. ABO '
�_ � �� agrees to save and hold the County, its employees, agents and
I m�+ representatives free and harmless of and from any loss, liability,
� o expense, suit, demand or claim for damages in connection with any
� Y Q actual or alleged infringement of any patent, trademark or
�+ copyright arising out of the actions of ABO under or in any way
p Y connected with this Lease.
� Li �
� � -+ 5. Taxes. ABO shall pay all business personal property taxes
. � �� assessed against ABO's business personal property situated upon the
� � „ Premises and all other taxes lawfully assessed against ABO by .
� � reason of ABO�s use and occupancy of the Premises in the conduct of
ABO�s business thereon.
�
� � 6. ABO's Personal Pronerty. All personal property, equipment,
� � furnishings, decorations and trade fixtures placed upon the
�°- Premises by ABO shall be at ABO's sole risk, and County shall not .
. �� � N be liable for damage to or loss of such personal property or trade
_� � .,. fixtures arising from the acts or omissions of any persons or from
�-' > any causes whatsoever, except from the acts or omissions of County,
� o its agents and employees.
+ .�0o m
i � •�' 7. Riqhts of Seizure. County shall not be liable in any respect
.�o .�. to ABO in the event of any seizure of all or any part of the
#N Premises, or the buildings and other improvements located thereon,
� by the United States of America or the State of colorado in time of
war or other national emergency; provided, that the rent provided
hereunder shall abate during such period of seizure to the extent
�` that such seizure shall interfere with ABO�s ability to conduct its
. j business upon the Premises.
' 8. Sivns. ABO shall not place any signs upon the Premises, ��
� except of such design and structure as shall be approved by County,
provided that County's approval shall not be unreasonably withheld. j
i Any sign permitted by County shall at all times comply with all y�;.
% applicable ordinances, rules and regulations.
�:
9. Relationshio of Parties. It is the intent and purpose of the "
g� parties that they shall have the relationship of Landlord and
Tenant hereunder, and nothing contained herein shall be deemed or !
construed to constitute the parties as partners or joint venturers, �
!'
' 57
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. #�64r2p 1�/17/93 15:24 Fec �.C�U HY. 735 F'G 763
Silvia Davis, Fitkin Cnty Clerk, Doc �.�J�l
- and in no event shall County be liable for any indebtedness
^ � incurred by ABO in the operation of its business on the Premises.
:r
? 10. I�on-Liability,of Shareholders. Officers, Directors. Employees
e or Aqents. No shareholder, officer, director, employee or agent
� of the parties shall be personally liable to the other party or to
any other person in the event of any default or breach hereunder.
�m li. Ouiet Enioyment. County covenants that upon ABO�s paying the
• M rent and observing and performing all of the obligations and
�c conditions to be observed and performed by ABO hereunder, ABo may.
� � a� peacefully and quietly have, hold and enjoy the Premises for the
p�� term of this Lease, and County shall defend the title thereto at
h U its cost.
a
,x Q 12. No Waste. ABO aqrees that throughout the term of this Lease,
, � i it will not commit or allow any waste upon or in connection with
c c the Premises.
, v
� i 13. Notices. All Notices required or authorized to be given
• w r hereunder shall be in writing and shall be served upon the party
� � entitled thereto either by certified mail, return receipt request-
� v ed, addressed to such party at its address appearing on the signa-
� � ture page of this Lease (or at such other address as either party
,., Y gives Notice to the other party in writinq), or by personal service
� � as provided for service of process in Rule 4, Coloraclo Ru1es of
�. � Civil Procedure, as amended. Any such Notice shall be deemed to
� have been received two (2) business days after the same has been
- ��� \ m properly deposited in the United States mail, with postage thereon
� � fully prepaid, as aforesaid, or on the date of personal service.
o m
� � 14. ReQresentations of ABO. ASO represents and warrants to County
.o .� as follows:
u� >
� � a. ABO, and those individuals executing this Lease on behalf
_— - — af ABO, represent and warrant that they are familiar with
Section 18-8-301, et s�. of the Colorado Revised Statutes
'�*x�`. (Bribery and Corrupt Influences) and Section 18-8-401, et seg.
of the Colorado Revised Statutes (Abuse ot Public Office) and
`� that no violations of the provisions thereo£ are present.
.. �
! b. ABO, and those individuals executinq this Lease on behalf
l of ASO, represent and warrant that to the best of their
Iknowledge no employee of Pitkin County has personal or R°�
� beneficial interest whatsoever in this Lease or in the
business to be conducted upon the Premises by ABO.
15. Recordinq. Promptly following the execution hereof, the
parties agree to record this Lease in the Pitkin County real �
� property records at County expense.
I�
58
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#364720 12/17/93 15:t4 Rec �.�ic� 6K 735 F•G 764 '
Silvia Davis� Fitl;in Cnty C1er•l,, Doc S,�)��
;�.
- . 16. Miscellaneous Provisions.
i�+,,;
a. This Lease and the Redevelopment Agreement af even date � '
herewith contain the entire agreement of the parties and there �•, ";-
� have been and are no promises, representations or agreements t
between the parties with respect ta the subject matter hereof, E �
i either express or implied, except as expressly set forth i:": .
herein and therein. Any and all przor agreements or
understanding between the parties are expressly agreed to have ���,,
merged herein and therein.
� o, b. if any provision of this Lease or of the Redeve2opment j¢'
�� N Agreement shall be invalid, illegal or unenforceable, it sha21 `
M not affect or impair the validity, legality or enforceabi2ity �
� �� of this Lease or of the Redevelopment Agreement itself or of ~
any other provision thereof, and there shall be substituted �` �
, �m'� for the affected provision, a valid and enforceable provision
o as similar as possible to the affected provision.
,� _�o
'� c. This Lease may be executed in one instrument, signed by
�� all parties, or in counterparts, in which case all such
' ° �, counterparts together shall constitute one and the same
"�� instrument and Lease, binding on all of the parties thereto,
' u notwithstanding that all of the parties are not signatory to
`• ,Y,�', the original or the same counterpart. Facsimile signatures
4 ,�� shall be treated as original signatures on this Lease, and on
f � other documents provided for herein.
pt F •• C
G•�
'r'� d. Each party shall from time to time execute and deliver `
'�.��� �� such additional instruments or do such additional acts as the
� other party may reasonably request in order to effectuate the
� � N full intent of this Lease and of the Redevelopment Agreement.
� � �
�y � e. None of the terms, covenants, obligations or rights
' �Q contained in this Lease or in the Redevelopment Agreement is
__ .`.,i ,a � or shall be deemed to be for the benefit of any person or �
� u'> entity not a party thereto.
' .Y� �O�-1
='> �in f, The County and AHO do not believe that the Rule Aqainst
Perpetuities is applicable to any of the provisions of this
� j Lease or of the Redevelopment Agreement, and the County and
� I ABO intend that such Rule shall not be applicable thereto. �? :
� However, if notwithstanding the immediately preceding sentence ���
and but for this sentence, any provision of this Lease or of '�''
the Redevelopment Agreement would be a violation of the Rule
� Against Perpetuities, then the County and ABO hereby agree
that any future interest which is created pursuant to said
provision shall cease if it is not vested within 21 years � M�=
after the death of the last to die of that group composed of
� the shareholders of ABO on the date of this Lease and their
issue who are living on the date of this Lease.
;�
;:,.
59
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. ` 'id nhyks�, _ � . ` � � � '�' .�,�4t YiW� `'4J 1�7 ,`;j. � ..�;:�.' � ��'�6'.7 Ytvr.V ; l r :!/�!}c... .
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t#364r24 12/ir/93 15:�4 Fec �.OG Ek: 735 FG 76S
Silvia Davis, pitkin Cnty Clerk, Doc $.Ori
g. This Lease may be modified, amended or supplemented only �
---- - ` by an instrument in writing signed by the parties hereto and
? approved by the Soard of County Commissioners at a duly- ;,,;
noticed pub2ic meeting. While the County Staff has the power '•
to make operationa2 and administrative decisions respecting �-;..
the Airport, the Lease and the Redevelopment Agreement, the
County will not be bound to any modffication, amendment or
supplement to this Lease not approved and documented as
, provided herein.
h. The failure of either party hereto to exercise any right �.
' M
M or remedy hereunder shall not be deemed a waiver thereof or a �
waiver of the right to exercise the same at any future time, `.
�_ a° or the waiver of any other right or remedy hereunder. No
m� waiver by either party of any right or remedy hereunder shall
� be effective un2ess in writing signed by the party.
u
�' o i. The parties agree that this Agreement was negotiated and �
' �'': � drafted by the mutual efforts of the parties hereto and agree
`� 1 that no legal presumption shall arise as a zesult of the
� v identity of the drafter of this Agreement or any presumed
� � unequal status arising therefrom.
u
a +�+ j. If, as a permitted exception to or following the
.� � termination of the arbitration provision hereunder, either
;" � party hereta shall institute legal proceedings to interpret,
o � protect or enforce any oP the rights, remedies or
.,, responsibilities set forth hereunder, then the party
P� prevailing in such legal proceedings shall be entitled to
• ��� � recover all of its costs in connection therewith, including a
H N reasonable attorney's fee.
� •�
� A k. This Lease shall be governed by and construed in accord-
;� ance with the laws of the State of Colorado and venue is
� � agreed to be exclusively in the courts of Pitkin County, Colo-
u� > rado.
.o .,,
_- - - - - � �
- 1. This Lease shall be binding upon and shall inure to the
•*`e���??? benefit of the parties hereto and their respective heirs,
., .h4A'y successors and assigns.
,,� _
�
�
�
� �
60
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� � #36472C� 12/1 r/93 15:24 hec �,p�� gF; 735 F•G 766
I Silvia Davis� Fitki� Cnty Clerk
, Doc �,t�q
� IN WITNESS WHEREOF, the parties have executed this Agreement,
as follows:
�..
f:
Countv: ABO:
THE BOARD OF COUNTY COMMISSIONERS ASPEN BASE OPERATION� INC., �!
OF PITKIN COUNTY, CO ORADO a Cqlorado corp n '`
•• �� By:��� /`_�`—` f.
M�1
- - , ' ��By: �� � '�-/J-�--� Its Executive Vice President
d� � (Date) y/8'/93
� M� a'r (Date)
~ p ATTES : ATTEST:
�Q � �
, '.r c L Piljcin County C c • Secretar (SEAL) i�
' � // �
• �U �� �
� a County's Address:
' �� c/o County Manager ABO�s Address:
�O U
;; � 506 EAST MAIN STREET 20202B W HIGHF7AY 82
o•.+
'•.
�+i ASPEN. COLORADO 81611 ASPEN. COLORADO 81611 `'
,..
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Pa
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+ N RECOI'�ME,I��D FOR APPROVAL: `
�M
��r�, o q � y��3 �,.
.p Reid Haughe � (Date) �;
! �.;; Co nty Manager
�� - ��� /� ,�
ui"n , , �
�cott Smith (Date) f,
��_� Director of Aviation �-
��:u � . . � u�
. �r,� .. . ;,-
!
•` . APPROVED AS TO FORM: :r .
� -
,�
. � —J�
Timothy E..i hit ' (Date)
� County Attorney ,
��7 '
\�� �i°� 53 _
Gary S,� Esflry,C- '—` (Date)
` � Airp�t._Special Counsel
. 61
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#36472U 12/17/93 iS:24 kec 9:.CU� NF', 735 F'G 767 ,
Silvia Davis� Pitkin Cnty Clerk, Doc �,pq � ,
l�
_. j
-` -- , APPROVED F..S TO BUDGET: i:r�
�'_ /��� �<�. ..
/��� C 9/�'/`�3 {
� Tom Oken � (Date) ,.r�
Administrative Services Director `
',•,
� . . I FBOLEASE j . � � . � � =i�`
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. � � EXHIHIT H -� �
(SHEET 1) ;�j �
- ---- _. '� y T�
� -� � ASPEN SUR�IEY ENGINEERS, INC. �K
ti 210 SOUTH GALENA STREET !: :;.
� � � ASPEN, COLORADO
a � PHONE/FAX (303) 925-3816
� h � LOT ONE
0
� Y q
� '� '� PITKIN COUNTY/ASPEN BASE OPERATION LEASE AND USE AGREEMENT AND
� t� Y REDEVELOPMENT AGREEMENT LEGAL DESCRIPTION.
C L
�! 'R � A PARCEL OF LAND SITUATED IN SECTION 34 TOWNSHIP 9 SOUTH RANGE 85
�� u v WEST OF THE 6th PRINCIPAL MERIDIAN DESCRIBED BEGINNING AT A POINT
v`j � ,� WHENCE THE SOUTH 1/4 CORNER (A 1913 GLO BRASS CAP IN PLACE) OF SAID
�� V U SECTION 34 BEARS S O1°55'45"E 2670.60 FEET DESCRIBED AS FOLLOWS; .
, ,;
,� �j .� THENCE S 70°29'19"W 134.00 FEET;
! '� " _; THENCE S 19°30'41"E 315.00 FEET;
ea r', •., TAENCE N 70°29'19"E 76.00 FEET;
' �" � �' THENCE S 19°30'41"E 602.00 FEET;
�� ,r�` " THENCE S 70°29'19"W 79.00 FEET;
�,ty •� THENCE S 19°30'41"E 415.00 FEET;
�_ ,.. � THENCE N 70°29'19"E 98.00 FEET;
� Q THENCE S 19°30'41"E 117.00 FEET; �.
�[`v � THENCE S 70°29'19"W 98.00 FEET;
�, � j THENCE S 19°30'41"E 502.00 FEET;
! '� �" THENCE N 70°29'19"E 101.00 FEET;
� #' cn THENCE S 19°30'41"E 116.00 FEET;
THENCE N 70°29'19"E 186.00 FEET;
�;��� THENCE N 19°30'41"W 257.00 FEET; ? '
THENCE N 70°29'19"E 110.00 FEET;
THENCE N 19°30'41"W 307.00 FEET; � � -
TFIENCE S 70°29'19"W 83.00 FEET; �
;.
- THENCE N 19°30'41"W 100.00 FEET; ii•�=
THENCE S 70°29'19"W 100.00 FEET; �
TAENCE N 19°30'41"W 58.00 FEET; tt1-'�
THENCE N 70°29'19"E 64.00 FEET; ��
THENCE N 19°30'41"W 27.00 FEET; �`
THENCE N 70°29'19"E 240.00 FEET; � �
THENCE N 38°00'00"W 381.00 FEET; �J
`�� . THENCE N 31°46'O5"W 358.84 FEET; °' �
THENCE N 19°30'41"W 143.00 FEET; �`�
THENCE S 70°29'19"W 75.00 FEET; � ,
- THENCE N 19°30'41"W 150.00 FEET;
THENCE N 70°29'19"E 75.00 FEET; �i
THENCE N 19°30'41"W 187.00 FEET;
THENCE S 70°29'19"W 164.00 FEET; �.
THENCE N 19°30'41"W 75.00 FEET; � ''
THENCE 8 70°29'19"W 20.00 FEET; E� '
� THENCE N 19°30'41"W 53.00 FEET TO THE POINT OF BEGINNING CONTAINING �{`
628,197 SQUARE FEET MORE OR LESS. (ALL BEARINGS ARE GRID) . j�
i;�.
PREPARED BY: �I
JOHN HOWORTH, PLS 25947
#3b5666 O1/il/94 10:16 Ftec �.00 BK 736 PG 334
Silvia Davis, Fitkin Cnty Clerk, Doc $.QC
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EXHIBIT B
(SHEET 2)
ASPEN SURVEY ENGINEERS, INC.
� 210 SOUTH GALENA STREET
ti ASPEN, COLORADO
� PHONE/FAX (303) 925-381b
� a
� � INITIAL LOT TR'D
h U
' y� Q PITKIN COUNTY/ASPEN BASB OPERATION LEASE AND USE AGREEMENT AND
a� REDEVELOPMENT AGREEMENT LEGAL DESCRIPTION.
_ • �J Sc
{? � A PARCEL OF LAND SITUATED IN SECTION 34 TOWNSHIP 9 SOUTH RANGE 65
f� +n .+ WEST OF THE 6th PRINCIPAL MERIDIAN DESCRIBED BEGI_NNING AT A POINT
" � � U WHENCE THE SOUTH 1/4 CORNER (A 1913 GLO BRASS CAP IN PLACE) OF SAZD
� � SECTION 34 BEARS S OZ°55'45"E 2670.60 FEET DESCRIBED AS FOLLOWS;
ry v THENCE S 70°29'19"W 134.00 FEET;
! Uj ,� THENCE N 19°30'42"W 694.00 FEET;
-+ y THENCE S 70°29'19"W 116.00 FEET;
i' THENCE N 19°30'41"W 516.42 FEET;
1'"i •.a
, °� n- THENCE N 70°29'19"E 251.3 FEET +/- TO THE WESTERLY R.O.W. OF
r- - COLORADO STATE HIGHwAY NO. 82;
� .� THENCE SOUTHEASTERLY ALONG SAID R.O.W, 1191.4 FEET TO WHERE ZT
DEPARTS FROM SAID R.O.W.;
� A THENCE S 70°29'19"W 223.9 FEET +/-;
THENCE S 19°30'41"E 55.00 FEET TO THE POINT OF BEGINNING
� '� CONTAINING 349,271 SQUARE FEET MORE OR LESS. (ALL BEARINGS ARE
. � N GRID) .
��� PREPARED SY: i
O HO RTH, PLS 25947
I #365666 41/II/94 10:16 Rec �.4G HK 73B p� 3,35
' Silvia Davis, Pitkin Cntv Clerk, Doc �.Uv
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EXHIBIT C
i TA4
COA'AIZTMENT FOR TITLE INSURANCE
--- - ___ M1 SCHEDULE A ;
ti 1. Effective Date: 12/01/93 at 08:30 A.M. i
^ Case No. PCT-@S18C2 �
,�°� 2. Policy or Policies to be issued: (
M i
� ti o (a) ALTA Owner's Policy-Form B-1970 Amount$ 500,000.00 i
� m o taev.loroa) Premium$ 1,270.00 �
.. Proposed Insured:
. . o � ASPEN BASE OPERAT7�3;, ZNC., A COLORADO CORPORATION �
� "� � (b) ALTA Loan Pc:l:�.cy, Amount$
�. m T cpev. �o-so� Premium$
s � Proposed Insur.•�d:
V U
• N
� ' C •
U7 ..�
�. •.�;., k ,,..i Y , .
�
� � �"� �� � Tax Certificate $20.00
• � o, � ` •
. � \ mt. Title to the FEE SIMPLE estate or interest in the land described or .
�+ �� � referred to in this Commitment is at the effective date hereof vested
�,' � � in:
cf ,, Q
r:.� THE HOARD OF COUNTY COMMISSIONERS OF PITRIN COiJNTY� COLORADO
� v >
�o^.,
M .y .
p '� � 4. The land referred to in this Commitment is described as follows:
5,���i, See Attached Exhibit "A"
. �
_. -''- I-
;�ti�.,+:
��`. Conntersigned at: PITKIN COUNTY TITLE, INC. Schedule A-PG.1
' 601 E. HOPKINS This Commitment is invalid
ASPEN, CO. 81611 unless the Insuring
� 303-925-1766 Provisions and Schedules
Fax 303-925-6527 A and 8 are attached. e��
i-
� #365666 01/li/94 i�j;ib Rec �.OU bY. 73g pG �6 �
i
Silvia Davis, Pitkin Cnty Clerk� Doc $,pp � �
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#36472U 12/1 r/93 1:,:24 Rec $.��i i FF:: 735 F'G 772
Silvia Davis, FitF:in Cnty C1erF., Doc $.OU
-- _ . EXHIBIT A ��
_ .4
LOT ONE: ' •
i�
A parcel of land sitnated in Section 34, Township 9 South, Range 85 4
West of the 6th Principal Meridian, described beginning at a point �
� whence the South 1/4 Corner (A 1913 GLO Brase Cap in place) of said
Section 34 beara S O1'S5'45' E 2670.60 feet described as follows:
M thence S 70'29'19" W 134.00 feet; �
s a thence S 19'30'41" E 315.00 feet; • •
. m� thence N 70'29'19" E 76.00 feet; �
a� thence S 19'30'41" E 602.00, feet; ,
�` o thence S 70'29'19" W 79.00 feet;
� I` m � thence S 19'30'41' E 415.00 feet;
• thence N 70'29'19" E 98.00 feet;
c L thence S 19'30'41" E 117.00 feet;
`� v thence S 70'29'19" W 98.00 feet; '
, '.� � � thence S 19'30'41" E 502.00 feet;
� ? thence N 70'29'19" E 101.00 feet; .
� � thence S 19'30'41" E 118.00 feet;
�o � thence N 70'29'19" E 186.00 feet;
• •:,� o � thence N 19'30'41" W 257.00 feet;
,. 1 thence N 70°29'19" E 110.00 feet;
•�` +� thence N 19'30'41" W 307.00 feet;
'' a a thence S 70'29'19" W 83.00 feet;
�: � , thence N 19'30'41' W 100.00 feet;
" � N thence S 70'29'19" W 100.00 feet; '
.�. > thence N 19'30'41" W 58.00 feet;
p s"i ° Q thence N 70'29'19" E 64.00 feet;
' q!�� � � thence N 19'30'41" W 27.00 feet; .
`- � •ro theace N 70'29'19" E 240.00 feet;
�;; � � thence N 38'00'00" W 381.00 feet;
>: � � thence N 31'46'05" W 358.84 feet;
3 thence N 19'30'41" W 143.00 feet;
thence S 70'29'19" W 75.00' feet;
thence N 19'30'41" W 150.00 feet; .
------ - ��_• � thence N 70'29'19" E 75.00 feet;
thence N 19'30'41' W 187.00 feet;
, .`''�,� thence S 70'29'19" W 164.00 feet; �
c thence N 19'30'41" W 75.00 feet; r
� '• . thence S 70'29'19" W 20.00 feet; � "
� k thence N 19'30'41" W 53.00 feet to the point of beginning.
i;
j; LOT TWO:
G
A parcel of land eituated in Section 34, Township 9 South, Ranqe BS
West of the 6th Principal Meridian described, beginning at a point
; whence the South 1/4 Corner (A 1913 GLO Brass Cap in Place) of said
Section 34 bears S O1'55'45" E 2670.60 feet descri�ed as follows:
� � thence S 70'29'19" W 134.00 feet;
z thence N 19'30'41" W 694.00 feet;
'y• tbence S 70'29'19" W 116.00 feet;
{ thence N 19°3U'41" W 516.42 feet;
� thence N 70°29'19" E 251.3 feet +/- to the Westerly R.O.W. of Colorado
� State Highway No. 82;
, � thence Southeasterly along said R.O.W. 1191.4 feet to where it departs
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� #36472Q 12/1?/93 15:24 Rec �,f�U RY. 735 FC� 773
Silvia Davis, Pitkin Cnty Clerk, Doc $.4G �
j
���---- EXHIBIT A (Continued) i
from said R.O.W.; (�
thence S 70'29'19• W 223.9 feet +/-; r�
_ thence S 19'30'41" 8 55.00 feet to the point of beginninq.
m
M COIINTY OF PITRIN� STATE OF COLORADO. '
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� #36472U 12/17/93 15:24 Fec ti.CUi Ph' 735 FG 774 �
tav Silvia Davis, Pitf:in Cnty Clerk, Doc �.GO �
, i
f:y>
- - SQiEDITLE 8 - SECTION 1 �.���
---- - REQIIIRElSENTS , s.
� The following are the requirements to be complied with:
+ ITEM (a) Payment to or for Che accouttt of the grantors or mortgagors
�i � of the full consideration for the estate or interest to be insured.
�� ITEM (b) Proper instrument(s) creating the estate or interest to be
F� insured must be executed and duly filed for record to-wit:
�
1. Recordation of a Good and Sufficient Lease or Memorandum of Lease from
. E� The Board of County Commissioners of Pitkin County, Colorado to �spen
� Rase Operation, Inc., a Colorado Corporation. �
� .
2. Appropriate documentation from The Board of County Commissioners of °`�
Pitkin County, Colorado evidencing approval of the transaction
;: contemplated herein. ' �
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� #36472C� 12/17193 15:�4 Fec �.��C� BF+ 735 F'G 775
• 7xu Silvia Davis, Pitkin Cnty Clerk, Doc �.�)��
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�• SCHEDULE 8 SECTION 2
E][CEPTIOHS �..4
� The policy or policies to be issued will contain exceptions to the
i following unless the same are disposed oE to the satisfaction of the
� o Company: �
M
1. Riqhta or clai.me of partiee in paeaeaeion not ehown by tha public recorde. ���.
U ^2. Eaeemente, or claime of eaeemente, aot ehown by the public records. }
�;3. Diacrepanciee, conflicta in boundary lines, ehortage in area, enchroachmente, s
M�� any facta which a correct aurvey and iaepection of the premiees would diecloee i
1� u and which are not ehovm by the public recorde.
y q 4. Any lien, or right to a lien, for aervicee, labor. or material heretoEore or
' � hereafter furniehed, impoeed by law and not ahown by the public recorde. �'�
�';! O L 5. Defecta, liens, encumhrances, adveree claims or other mattere, if any, �
� p� created, firet appearinq in the public recorda or attaching subsequent to the
V eEfective date hereof but prior to the date the propoeed insured acquiree •
u of record for value the eatate or intereet or mortgage thereon covered by
�.y this Commitment. � _
,' � 6. Taxea due and a able• and an tax s cial aeaesement, char e or lien 3m
.p U P Y � Y . Pe 4 poeed
-' for water or eewer aervice or for any other epecial taxing district.
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, '"�,7. Right of way for ditches or canals constructed by the authority o£
"• a a the United States as reserved in Patents recorded October 21, 1941
� � in Book 167 at Page 406, 3une 2, 1944 in Book 167 at Page 561.
'a UI
"� �•�8. Right o£ the proprietor of a vein or lode to extract or remove his
�", c o ore therefrom, should the same be found to penetrate or intersect the
�� ,� premises hereby granted as reserved in United States Patents recorded
' � '� June 16, 191Q in Book 55 at Page 176, Augnst 25, 1911 in Book 55 at
- ��i �� ��i Page 188, August 7, 1911 ia Book 55 at Page 530. ;,� �
_�`� r�,,,
'•� ��9. Easement and right of way granted to Rocky Mountain Natural Gas
�� Company, Ittc., in instrument recorded October 19, 1961 in Book 195
at Page 45B.
10. Easement and right of way as granted to The Mountain States Telephone
�_____--� and Telegraph Company in instrument recorded February 6, 1468 in Book
�.,-� 233 at Page 139 and in instrument recorded January 11, 1971 in Book ;
.� 253 at Page 61.
'i,
`� 11. Easement and right of way for an electric transmission or i' �
� distribution line or system, as granted to Colorado-Ute Elect=ic ��
Association, Inc., in instrument recorded September 15, 1975 in Book
302 at Page 830.
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12. All easements, encroachments, roadways, utility connections and all , ,»
. matters as shown on Site Specific Survey of Aspen Survey Engineers, .:, � =
Znc., dated December 10, 1993 as Job No. 6321.
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tt+� #�64�20 12/17/93 i5:24 Fcec �,UU E+f: 735 F•G 77b
_ _ Silvia Davis, Pitkin Cnty Clerk, Doc �.QO ��
---, s�
i?
- � .
A1
Thia commitment is invalid unleae �r�
the Insurinq Provisions and ScLedules schedule B-Section 2
A and B are attached. Ca�►unitment No. PCT-B518C2
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#�647�i� 1^c/1 i/93 15:24 Fec �.i�t� $F: 735 PG 777
Txu Silvia Davis, Fitkin Cnty Clerk, Doc S.cii]
._. SCHEDiJI.E 8-SECTION 1
-- ? CONTINUED
Exceptions numbered NONE are hereby omitted.
The Owner's Policy to be issued, if any shall contain the following '•
items in addition to the ones set forth above: _
N (1) The Deed of Trust, if any, required under Schedule B-Section l.
M (2) Water rights, claims or title to water.
' �� Pursuant to Insurance Regulation 89-2;
°� �' NOTE: Each title entity shall notify in writing every prospective
� M�' insured in an owner's title insurance policy for a single family
ti � residence (including a condominim or townhouse unit) (i) of
Y A that title entity's general requirements for the deletion of an
'�6 exception or exclusion to coverage relating to unfiled mechanics
Q i or materialmens liens, except when said coverage or insurance is '
. w extended to the insured under the terms of the policy. A
'� � satisfactory affidavit and agreement indemnifying the Company
� T against unfiled mechanics' and/or Materialmen's Liens executed
rc � by the persons indicated in the attached copy of said affidavit
.� � must be furnished to the Company. Upon receipt of these items
;; � and any others requirements to be specified by the Company upon
a Y request, Pre-printed Item Number 4 may be deleted from the
.,., Owner s policy when issued. Please contact the Company for
� a further information. Notwithstanding the foregoing, nothing
� contained in this Paragraph shall be deemed to impose any
� N requirement upon any title insurer to provide mechanics or
_ �3 � '�' materialmens lien coverage.
., >
�� o ti
� re NOTE: If the Company conducts the owners' closing under
,� �, circumstances where it ie responsible for the recording or
N > filing of legal documents from said transaction, the Company
#� N will be deemed to have provided "Gap Coverage".
Pursuant to Senate Bill 91-14 (CRS 10-11-122);
-- � (a) The Subject Real Property may be located in a Special Taxing
District;
(b) A Certificate of Taxes Due listing each taxing jurisdiction
�.` may be obtained form the County treasurer of the County
, � . Treasurer's Authorized Agent;
(c) Information regarding Special Districts and the boundaries of
such districts may be obtained from the Board o£ County
! Commissioners, the County Clerk and Recorder, or the County
( Assessor. a:
. � NoTE: A tax Certificate will be ordered from the County
i Treasurer by the Company and the costs thereof charged to
1 the proposed insured unless written instruction to the
4 contrary are received by the company prior to the issuance of
�} the Title Policy anticipated by this Commitment.
f
� This commitment is invalid unless Schedule B-Section 2 :.w
the Insuring Provisions and Schedules Commitment No. PCT-8518C2 j'
� A and B are attached. ;.
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; ENDORSEMENT SCHEDULE FOR [ j MORTGAGE POLICY [Xj OWNERS POLICY ;�
, f,t
� �� •j The following endorsemente will be issued in connection with the Policy to �
j be issued_hereunder as referencea above: '�
i. ,..
i NO ENDORSEMENTS REQiTESTED
!
� Exceptiond Numbered 1, 2, & 3 will be deleted #rom the final Title Policy, upon
! compliance with the requirements set forth below.
. •� �.
TSE FEE FOR DELETION OF PRINTED EXCEPTIONS IS: .
� � OH7NER'S POLICY: $30.00 �
MORTGAGE POLICY: $5.00 WITH ISSUANCE OF FORM 100: $30.00 WITHOUT ISSUANCE OF
? FORM 100
, ,. i Exception Number 6 will be amended to read: Tax Exempt
NOTE: A satisfactory affidavit and agreement indemnifying the Company against
unfiled mechanic's and materialmens liens, executed by the borrower and
� any additional parties deemed necessary by the Company. The company
- hereby reserves the right to make additional requireanents as may be
� deemed necessary in the event additional facts regarding development,
construction or other building or work are disclosed to the company
° that may fall within any lien period as defined in the Statues of the
;�- State of Coiorado, and may result in additional premiums and/or fees
� for such coverage.
�R� � NOTE: A current survey, certified by a Reqistered Colorado Land Surveyor must
be delivered to, approved and retained by the Company for Deletion of
:R Printed Exception No. 3. (NOT REQUIRED FOR CONDOMINIUM UNITS)
F
{
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'?'�' This Commitment is invalid unless Schedule H-Section 1-Continued
The Ineuring Provieions and Schedules Commitment No. PCT-8518C2
� A and B are attached.
. -
f, ;_
• #36472C� 12/17/93 15:24 Fec $.00 Hk 735 FG 77B (
!s Silvia Davis, Pitkin Cnty Clerk, Doc ffi,UO j
� . �;.
.;` #365666 U1/12/94 lC�:ib Fec �.00� $t.' 73B PG 343 �
�? Silvia Davis, PitF;in Cnty C1erF;� Doc �.00
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'. ' EXHIBIT D �
� ASPEN/PITEIN COIINTY AIRPORT �
..__ I AVIATI�N FIIEL FARM
I h MECHANICAL DISCREPANCY REPORT
� �a This report ie required to be filed by Aeo with the Director of Aviation: �.r4:
F � �' As eoon as ie racticable but not more than ei ht B houre after an '
i If�eR P ( 8 ( ) ) Y I.:.
incident or diecovery of a condition affecting the Aviation Fuel Farm that I :
hu =equirea more than an immediate, ieolated (non-recurring), non-technical
� �no operator repair with eimple hand toole;
� - Reportable incideats or conditions include accident, caeualty, breakdown� �`.
a -i non-function and/or malfunction;
� ;' G i
I
� � � - Aviation Fuel Farm fncludes all improvemente, approaches, facilities, non-
4 mobile e i ent p p , , q g , �, !
� � U qu pm (tanke, um e, hoeea nozzlee su ee meters
s� instrumenta and eystems (securfty, leak detection, epill control). i
=' � V This report is in addition to fuel epill report(ey required by the Aircraft �
* (V Fueling Requlations. ;
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� r �,� 1. Deseription of Mechanical Discrepancy: �
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- 0 2. Employee discovering the problem:
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�"' a. Time and date:
��
�u' in b. Other witnesses:
��� � c. Pictures taken? ;
�
� � 3. Has any fuel (or hazardous material) been spilled or not
e otherwise accounted for? (if yes, separate report required):
�
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'�''-`.' 4. Emergency action already taken, if any:
,`� `+
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� 5. ABO's suggested method to eliminate Mechanical Discrepancy?:
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6. Reporting Party:
(time/date of report)
7. Method of Filing:
(time/date of filing)
r�v��nd;s
;
�
� #365666 41/li/94 10:16 Fec �.0�� T3K 73B F'G 344 .
f Silvia Davis, Pitk.in Cnty C2erk� Doc �.0��
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#364r2c,i 1�/17/43 15:?4 Rec �.��r� tjt; 735 PG ?Qp
' , _ Silvi� Qavis, Pitkin Cnty Clerk., Doc S,rfq
Exhibit "E "
�� - Pitkin County/AB0 Lease and Use Aareement
Emplovee Housina Reimbursement MethodoloaY
�
d' •
M ABO has assumed two separate obligations to mitigate the employee
Q o housing impacts of the GA Area Redevelopment Project. The first,
a direct obligation of ABO, is to mitigate 13.45 FmEs on the DHO
M '" of the 2nd FBO (or earlier, subject to agreement with the BOCC).
t� u
� Q A second, indirect, set of obligations arises from ABO�s
� - undertaking, at County's request, of the development and
` L management of the S-FBO and T-hangar facilities (including the
� � provision of certain required mitigation, pursuant to the land-
c� use conditions of approval). This set of obliqations calls for
v y, the future contingent mitigation of the number of FTEs generatad
� � by certain future GA Area operations (including the S-FBO and T-
�o � hangar facilities, but excluding the AT2FFjSRE facility) that
;; � exceed 40.8 FTEs (47.0 - 6.2 FTEs previously allocated to the
0 1 ARFF{SRE).
� . �
a � This Methodology, for the calculation, confirmation, allocation
" - � „ and re-allocation of this second set o£ obligations, is based on
.�. u� Figures 7, 7A, 7B and 7C, from Land-Use Application for GA Area
,�. '� Redevelopment Project (copies attached). The County's goals
� Q herein are to permit ABO to manage the T-hangar and S-FBO
�o facilities in a fair and businesslike manner and also to permit
(a � ;� ABO, which has undertaken a contingent mitigation obligation, to
- 4iF.. � � manage the future FTE gen+eration and mitiqation at the S-FBO and
'-`�• s� •.. T-hangar facilities in such a manner as to avoid mitigation
� N liability in ABO as a result of any excess employee generation by
the T-hangar and S-FBO tenants. ,
With respect to this second set of obliqations, which arise from
the development and management of the S-FBO and T-hanqar
----- .;.:�� facilities, AHO shall be permitted under the Lease to manage FTE
generation and mitigation as follows:
�� .��
�� 1. With respect to the required Employee Housing Mitigation, the
` � following employee housing "credits" were established by the land-
: use application leading to BOCC Resolution 1992- ABO, 15.9
FTEs; S-FBO tenants, a total of 7.75 FTEs; and non-commercial T-
hangar tenants, a total of 2.o FTEs. Further, the S-F8o "credits" c;:,
were calculated as follows: Tailwinds/Richmor, 3.0; Unicorn
� Balloon, 2.75; Gliders of Aspen, 1.5; and Aspen Barnstorming, 0.5. �`
� 2. The T-hangar "credits" were calculated at 0.5 FTE per hangar ;
i for four (4) hangars occupied, at the time of the application and �
� � to date, by non-commercial aeronautical operators, Because
t commercial use of the future four (4) T-hangar units is prohibited, [,
the FTE generation of these units should never change. i�
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#3647�c7 12/17/93 15:24 kec �,�;�q �� 735 PG 7B1 k�
Silvia Davis� Pit{;in Cnty Cler•F;, Doc �.00
;�i r,
--•- j 3. The above-named S-FBO operators (and their respective employee j .
� housing "credits��) are to be "grandfathered," but such tenancy �
� rights and "credits° are for the benefit of those named operators � �
only and are not assignable or transferrable by these operators. I
t= .
a 4. In its management of the•S-FBO and T-hangar facilities, ABO.
1� �ay;
; ��`� a. Insert, in its leases, licenses or permits for the
�� occupancy and use of T-hangars and S-FBO Units, provisions to
�`.
� u regulaCe the management and financial issues described herein, so
y, Q long as such provisions are consistent with the letter and the �
� spirit of the applicable County land-use approvals and Airport i
��; .
a i management goals. t ,
+� � b. Allocate, subject to the above-described "grandfathered" i
u � "credits," FTEs to each T-hangar or S-FBO Unit in a fair,
�-: ;�,,a, reasonable and not unjustly discriminatory manner.
C `
� v c. Conduct periodic audits, at reasonable times and in a
� � reasonable manner, to determine the actual number of FTEs generated
� �� by and chargeable to each tenant in the S-FBO and T-hangar
� � facilities. �
� .
� N d. Charge each tenant, as part of "triple net" costs, a
� •� reasonable, amortized proportion of any present or projected future
o � mitigation costs for any employee housing generation in excess of
; � A that tenant�s credits, as "grandfathered," allocated or re-
`+ �o � allocated by ABO as provided herein.
,o ...
- ��� �; ��
�! � e. Upon expiration (or assignment, conveyance or transfer)
x u� of the tenancies of any "grandfathered" tenants, reallocate the
z 7.75 credits among the four S-FBO units in a fair, reasonable and
not unjustly discriminatory manner.
� '
f. Use, for ABO's credit in the mitigation of the second set
--- of obligations ("40.8+��), any "credits" not actually used by S-F80
� and T-hangar tenants.
5. ABO may allocate FTE "credits" in any reasonable way, subject `•�
` to prior written reasonable approva2 of the County, except: 1��:
.
� a. ABO shall not allocate less than 7.75 FTEs to S-FBO or
i 2.0 FTEs to T-hangars; provided, however, that ABO may use
"excess" credits, if actual generation is less than these
� minimum allocations. '��i�
i
� b. ABO shall not change the allocation to "grandfathered" -.`
� tenants; provided, however, that ABO may charge for use in
� excess of allocation.
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� 1 - ^ tk�64i20 12/ir/93 15:24 Rec �.�ic? Hk 735 FG 782
� Silvia Davis, Pitkin Cnty Clerk, Doc $.4f� i
� 6. ABO may; as part of "triple-net" costs to S-FBO tenants, �
_----_ `.
- -- project, amortize, calculate and charge S-FBO tenants in advance ±
for employee housing mitigation, under a formula reasonably related ��
to costs and time, in exaess of ?.75 FTEs for the total of the S- �
h FBO facility or each tenant exceeding an individual allocated (or I
� re-allocated) amount. Any funds so collected must be kept in a
separate interest-bearing account and applied only to future
a q employee mitigation, minus an administration fee not to exceed ten �
m� percent (10$).
_ ,. �` 0 7. This future contingent employee housing mitigation obligation �
�o will arise pursuant to an audit by the Aspen/Pitkin Housing office.
� e Y The dates for Employee Housinq audits are likely to be: �
a w a. One year after the release of the County/ABO Redevelop- k
'� � ment Agreement. '
u (.
� � � b. At the time of any land-use application filed by any ?
! '�.`� .o � party affecting FBO, S-FBO or T-hangar facilities. ';;
. c
� �y c. Upon the DBO of the 2nd FBO.
�
� a d 8. AHO is the successor to County for all separate, independent
� employee housing obligations of any S-FBO tenants including,
.• m expressly the Tailwinds obligation pursuant to Resolution
� ..�
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tk3 �#364i�R 1�/lr/93 ZJiJC� Rec B.C�i� PI', 735 P6 794
Si 5ilvia Davis, Pitkin Cnty Cler•k:, Doc �.c_��]
-_._ -- . 'i �(/�7���/7`'' J,2.i
�[J
�m ASPEN/PITKIN COUNTY AIRPORT
M FIXED-BASE OPERATOR
�„ REDEVELOPMENT AGREEMENT
ao
��
p THIS REDEVELOPMENT AGREEMENT, effective as of October 1, 1993,
�° is by and between THE BOARD OF COUNTY COMMISSIONERS OF PITKIN
- . y � COiiHTY, COLORADO (NCounty"), a Colorado home-rule county, whose
�L address is provided below, and ASPEN BASE OPERATION, INC. ("ABO"),
� ; y�� a Colorado corporation, whose address is provided below.
';
� �� RECITALS
;� ,o ci 1. The County is the owner, sponsor and operator of the
., � Aspen/Pitkin County Airport (Sardy Fie2d), Iocated in Pitkin County
� �y in the vicinity of Aspen, Colorado (hereinafter "Airport"), at
" +� which it has made available for occupancy and use aertain land
' ��; areas including certain areas for public use, certain areas for
• '' � exclusive and non-exclusive commercial use (subject to permit) and
--� N certain reserved areas, and also has made available for use certain
`'; ,.�, �� facilities including public airfield facilities, an air-carrier
�'q terminal and facilities and a general aviation terminal and faci2i-
;'� .o ties.
�a m
�o•�
V' � > 2. The County has the authority to operate and manage the
:' r�-r� Airport, to permit and regulate commercial activities at the
- �F �? �� Airport and to lease and license space thereon, pursuant to, inter
•-� �'� ia, C.R.S. Sections 30-11-107, 30-15-401, 30-35-201/202, 41-4-301
- et sea•, as amended, Title IV of the Pitkin County Code, as amended
and Section 8.7 of the Pitkin County Home Rule Charter.
� 3. ABO, the present fixed-base operator at the Airport,
e provides such services under a Second Amended Lease and (Jse
� " � Agreement that expires on September 30, 1993.
_...�-------..
,'�',':.
°,j;�:: 4. The County, on January 28, 1992, adopted Minimum
Standards for the Conduct of Aeronautical Commercial Activities
`� � ("Minimum Standards"), which regulate the provision of fixed-base
�, � operator services at the Airport. The Minimum 5tandards were
e amended on August 24, 1993.
F
�' 5. The County, pursuant to the adopted Airport Master Plan
` Update, the Airport Capital Improvement Plan and the Airport K::;
� Financial Plan, has undertaken to redevelop the General Aviation
; (��GA") End of the Airport.
'� 6. The County, through Airport staff, filed an application
� � under the Pitkin County Land Use Code for approval of the proposed 4
GA Area Redevelopment Project, which includes fixed-base operator r
facilities and general aviation facilities.
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#�647c^4 1^/1�?%93�15:5C1 fiec �.p��gF;' 73g F�G 795 �
. Silvia D�vis� Fitkin Cnty Cler•k� Doc $,���>
j
� M 7. The County, in late 1991 and early 1992, conducted a
competitive selection process, under the Pitkin County Procurement
_ � o Code to select an entity to accomplish this redevelopment and also
to function as the first {of two in sequence) full service fixed- d:/
M ti' base operator ("FBO") on the Airport, as provided in the Minimum G,,
ti o Standards. � _
ia
� 8. Aspen Base Operation, Inc. ("ABO") was selected as the
4 L top-ranked Proposer in the procurement process and the County �
. � commenced negotiations with ABO for a Redevelopment Agreement for
' � � the completion of the referenced Project and a 30-year Lease and �"
�' � � use Agreement. F;
� +�
� � 9. A Lease and Use Agreement between the County and ABO for
.. the use and occupancy of Airport property and the provision of FBO '
, y� � � services at the Airport has been executed of even date herewith.
.-+ Y
'� 10. This Redevelopment Agreement between the County and ABO
� .�
° °- is for the purpose of accomplishing the redevelopment of the GA End
• � N of the Airport.
� .�
4 � NOW, THEREFORE, in consideration of the respective rights,
Q obligations and covenants contained herein and under the terms and
� � conditions set forth herein, the undersigned parties agree as
� '� follows:
�0 -+ AGREEMENT
�� # tn
� �� � 1. Parties. The parties to this Agreement are County and
`�-$.,; ABO.
� 2. Term. This Agreement shall be effective as of October 1,
1993, and shall terminate when the parties' respective obligations .
hereunder have been fully performed. Upon completion of such
performance, the parties agree to execute an instrument which
- -- effectively terminates this Agreement. t;��.
<'x. 3. Lease and IIse Agreement. This Redevelopment Agreement is a '
• agreed to be an attachment to and a material element of the Lease : .�
�� i and Use Agreement of even date herewith between County and ABO. A ; ';
` � material breach of this Redevelopment Agreement is agreed to be a ��
material breach of that Lease. In the event of a conflict between ,� ,'
the Lease and this Redevelopment Agreement, the provisions of the f
I Lease shall control. i
! ' �
4. Project. ABO hereby agrees to immediately undertake, €
� continuously prosecute and promptly and timely complete the General
' Aviation Area Redevelopment Project ("Project"), in the manner and 1
i !i
in accordance with the time schedule set forth herein, including ;,;
� i the demolition of certain existing structures, and the planning, �';`
� design, pre-construction, financing and construction of certain new i!�-.
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#364724 1�/17/93 15:50 Rec �.OU BY. 735 F'G 796 '
Silvia Davis, Fitkin Gnty Clerk, Doc �.00 �
,a
,_ buildings, improvements and facilities to be placed into Airport �''"
� - service.
� ..4..
- 5. Third-Partv Contracts. ABO agrees to provide County with
� a copy of each contract or agreement that ABO enters into with a
i''� third party for purposes of performing ABO's obligations and
c�o responsibilities under this Agreement, including without limitation
�-O architectural, construction, financing, and insurence contracts, no (�
uou+ later than five (5) days following the signing of each such ri��t'
� � contract. Within five (5) days following the request of County, t
y,¢ County shall be a named third party beneficiary on any such ;
w contract. �
G�t �
�' �; � 6. County Resnonses. Whenever County consent or approval is �;, ,
+n� required under this Agreement, ABO shall deliver a written request
� therefor to the Director of Aviation, and Caunty agrees to respond { -
�� in writing within ten (10) days following delivery of such request. '
� �� If County refuses to give its consent or approval on a particular :
,. matter, County's response shall explain the reason for the denial
• � and shall, to the extent possible, suggest how the proposal can be
�sc made acceptable to County. If County fails to respond in writing �
• �� to a request for consent or approval within the permitted time
P s frame, the request shall be considered granted and approved by
.+ - County.
'+ N
\•.a �
j b 7. Pre-COnstruction Obliaations. �
4
� ,� a. ArchitectlEnaineer (A/E L Desian and Construction
� �•-� Drawinas, Plans and SDecifications. As defined in any
• ��, y �o..y+ contracts between AB0 and its A/E team, ABO will not progress �
�-h, #'N from one discrete stage of the design and construction of the
Project (including its individual components) to the next
without the prior written approval of County, including the �
written acceptance by County of Che drawings, plans and '' �
specifications for each stage of the design process, which
approval and acceptance will not be unreasonably withheld. A
__ _.— , complete copy of the adopted drawings, plans and specifica-
tions will be delivered to County prior to the start of
,.�;j construction. Except as provided herein with respect to
• testing for environmental hazards, all pre-construction tests ; I
�� I will be provided by ABO. '; � '
` i b. Land-Use Anorovals. ABO, at its expense, shall
undertake the completion of the existing Land-Use Application �.
! for the GA Area Redevelopment Project (except the ARFFJSRE F
� Building) as the lead co-applicant. The County shall E
. i cooperate in good faith with ABO as secondary co-applicant. I . �
i A list of the existing approval Resolutions applicable to this �
� Project is attached as Exhibit "A". ABO shall undertake the 'j ^
! completion of the Special Review "remaining issues" and the `^ (',
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#364i24 !�/17/9� iJ:JG Re� �.00 5h`. 735 FG 797
� Silvi� Davis� Pitkin Cnty Clerk, Doc $.��Q
' �—i Scenic Foreground Overlay and any other land-use requests
� '" required by it$ ultimate project design, which additional
�' M requests shall be subject to the prior consent of County,
� which consent shall not be unreasonably wi�hheld. ABO hereby
� t'-Q adopts and assumes the representations and obligations of
� � ui County in such Resolutions as its own. Future representations
� �. u by and obligations of ABO during the land-use process shall be
; Y q made and undertaken by ABO only with prior consent by County,
�� �n which consent will not be unreasonably withheld.
� �� a L c. Survevs/Plats. ABO, at its expense to a limit of
�i � $12,000, will contract with a Colorado-licensed firm for a
�j � T c o n s t r u c t i o n s u r v e y (t o p o g r a phic) for the entire GA Redevelo p-
ment Area and for a legal survey (for the production of Lease
� � v E�chibits and a legal description) and a Subdivision Exemption
• � �, Plat, as defined in the Pitkin County Land-Use Code, of Lot 1
, ,. � o � and Initial Lot 2, as more particularly depicted and described
.+ � on Exhibits A and B to the Lease. The Exemption Plat shall
• � �. � also be amended, if necessary, to reflect the inclusion of
� d °Future Lot 2" in Lot 2. If funds are available within this
� � - budget, the survey also will be published as a Land-USe
'" w Identification Plan attachment to the Airport Miaimum Stan-
�
-� > dards.
e m
a
� p 1) ABO will contract for survey and drafting with
� •� a competent, professional, licensed surveyor.
� �
M � 2) ABO will, to a limit of $12,000.00, pay for the
� �Q. # N Pollowing survey products, in the following order of
� priority:
a) legal surveys for purposes of title
insurance, lease exhibits and subdivision exemption
' b) planning surveys for purposes of the
- - exhibits to land-use applications.
��,F-;�� c) topographical surveys for all phases of
`\ _
'�--� redevelopment design and construction.
: ` d) planning surveys for the production of a
land-use identification plan
3) County will pay the cost of such survey
products in excess of $12,000.00.
4) County will, without compensation to ABO, be
entitled to copies of all such survey products, when
� completed.
4
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, Silvia Davis, pyt{�in Cnty Clerh,, Doc g,rj��
� PG 799
.___ d. Environmental Audits. County has contracted for
- - "Phase I" Environmental Audits of all land areas, buildings,
improvements and facilities that will be affected by this '
Redevelopment Project, as follows: <<;
N
M 1) The Phase I Audit parcels, including the Y
r�c, buildings/facilities and the surrounding land areas, are �
�; �L' identified as follows: �
OD vi
i
ti � a) Parcel A
�,Q (1) Road and Bridge Building
w b) Parcel B
`� �Y (1) T-Hangars
� %' o s.
. � (2) Main Hangar/Aspen Aviation
- +�.. (3) Maintenance Hangar/Shop
i � U (4) GA Terminal ;
� a c) Parcel C
�
�� (1) Aviation Fuel Farm
. ',
. � � 2) County has completed the Phase I Audits on
��c Parcels A, B and C. To the extent that a Phase I Audit
• �.� Report requires that further auditing be conducted on any
e'd given Parcel, County agrees to have such additional
.�+ .. audits performed as promptly as possible.
.. N
:j � > 3) The product of the County�s environmental
� o audits will be public unless otherwise permitted to be
� � b confidential under applicable Open Records Laws. Copies
' �-� of all audit studies and reports have been or will be
� .�o.�. provided immediately to ABO.
�`�� � �,.� �
��
4) County has paid or will pay all auditing costs
I as and when due. ABO will promptly reimburse County for
10� of the costs of the Phase I Audits on Parcels B and
C. If additional auditing is required on Parcels B or C,
County in its discretion may draw from the Environmental
_ . _- Fund established by ABO under Paragraph 7(f) below for
''� reimbursement of the costs thereof. ABO has never
, .`''�,''' occu�1ied Parcel A and ABO shall therefore have no
..YtiR�:i:. t /
, obligation to contribute to or to reimburse County for
`� _. any auditing costs in connection with Parcel A, and the
� Environmental Fund shall not be used for that purpose.
5) ABO shall be informed in advance regarding each
, � environmental audit, or phase thereof, that County
intends to conduct within the Project area, and shall
have the right and opportunity to have an independent '.
consultant present during any such auditing work. ABO �'
will pay the cost of any such consultants, and will not
use the Environmental Fund for that purpose.
� i
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#�64724 1c^/1?/93 15:SU Rec g.r�
Silvia Davis� Pit�in Cn 'q �f; �
tY Clerl� 735 Pg 799 `+
� Doc S.��p x�
- -- �::�•
6) If the Audits indicate the existence of any
�� � environmentally hazardous substances, materials or +-
+ M conditions in the Project area, County shall be � �'
�Q responsible for complying with the reporting requirements �?•.; :�
d^ of all applicable laws and regulations. �:;.
�w
� e. Remediation.
o -
p�aQ ij County agrees to perform any environmental
� G y remediation work (including asbestos removal) that may be
` a � legally required within the Project area in a good, i+
� ,�,. prompt and workmanlike manner and in accordance with
�� applicable laws and regulations, at County�s expense.
�� County in its discretion may draw from the Environmental �L '
�U Fund for reimbursement of remediation costs with respect
to Parcels B and C. The Environmental Fund shall not be �
� � used for reimbursement of remediation costs with respect
�� to Parcel A or any contamination that originated on !
�' Parcel A.
Cr M
Q'Q- .
� _ � .. 2) ABO shall be informed in advance about any
� N remediation work that County intends to perform and shall
�> have the right and opportunity to have an independent �
�o consultant present during any such remediation work. ABO `
� will pay the cost of any such consultants, and will not �
�� use the Environmental Fund for that purpose.
,o.+
@ �' �•� 3) If ABO�s construction under this Agreement is ;
� �.!�c� #N delayed solely as a result of environmental remediation
work required of and/or being conducted by County, or as ,�
a direct consequence of other factors beyond the control �
of ABO (such as the refusal of the FAA to fund airport
' improvements that must be completed before ABo
�' construction can proceed, or the inability of ABO to � �
� obtain a variance for the construction of the S-FBO •
--�-� facility before the highway is moved), ABO's construction ;` "
�'� deadlines provided in this Agreement shall be extended by �
the period of such delay. Commercially reasonable � ;
standards shall be applied in the interpretation of this 4
� � provision.
�
f n ���.
s f. Environmental Fund. i
I �' ',
1) in recognition of the fact that while the �
i existing fuel farm has been operated for many years, ABO ,
has managed it since late 1985, and as a further F �
inducement to County�s entering into the Lease and this f ,
Redevelopment Agreement, ABO hereby agrees to reimburse t � '=
� County for a maximum of One Hundred Thousand Dollars °
($100,000.00) of costs directly incurred by County (and 4�;
6 l{;+�
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' #364r24 1�/ii/93 15:SC� F,ec $.u�� bf: 735 P6 800
Silvia Davis, Fitkin Cnty Clerl:, Doc �.��u
- ' not funded or reimbursed by the FAA) in connection with
�; environmental auditing and remediation of the existing
h fuel farm (Parcel C) and, to the extent determined
�''� appropriate by County, of Parcel B. This reimbursement
c�o commitment is herein referred to as the "Environmental
�'-= Fund." ABO shall have no other responsibilities or
m+� liabilities (monetary or otherwisej with respect to
� � environmental auditing or remediation of known or unknown
c Y Q conditions existing prior to or on the date of this
- tn Agreement in connection with the Premises covered by the
� � i Lease, and County agrees to indemnify and hold ABO
a '- harmless from any such additional liabilities. This
ti Y �� provision shall survive the termination of this
;' u� Redevelopment Agreement.
m �-
�� 2) Whenever County elects, in its discretion, to
'0� draw upon the Environmental Fund for a cost incurred by
..
' •' � � County as above provided, County shall deliver to ABO a
'� �Y written "Environmental Fund Draw Request", accompanied by
" copies of all invoices covered by the Draw Request, and
� �•�
o'� ABO agrees to deliver the requested amount to County no
`� .�. � later than twenty (20) days following receipt of the Draw
r`; '" � Request. All amounts drawn from the Environmental Fund
,� �•�
� > by County shall be considered Project "soft costs", as
;; ° .n that term is used in Paragraph 12(i) below.
`" � ro
t; �•� 3) If ABO believes that any part of a Draw Request
%� .o� is for costs not subject to reimbursement under the terms
� � �'N of subparagraph 1) above, ABO shall pay the entire Draw
'v�' ;.; Request to County, and shall then be entitled to
� ','; mediate/arbitrate the dispute under the procedure
�, established in Section D(8) of the Lease. The only
} rounds u on which ABO ma le itimatel ob'ect to a Draw
` 4 P Y 9 Y ]
G; Request are (i) that the expenditures are not bono fide
a auditing or remediation expenses as provided above, or
____,._,¢ (ii) that the expenditures were not made in connection
with Parcels B or C, as allowed above. If ABO prevails
,;� in the mediation/arbitration, County shall promptly
° ,,.� return the disputed amount to ABO for credit back to the
`� � Environmental Fund.
�
g. C000eration. ABO and County agree to cooperate in
good faith in all matters relating to environmental auditing
and remediation, including without limitation providing access
to facilities and records, responding to inquiries by
contractors, and satisfying requirements made by ABO's
lenders.
�
, 7
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, #364724 ic^/17/93 15:50 Fec $.0�� HY. 735 F•G 801 "
Silvia Qavis, Fitkin Cnty Ciertt, doc �.�7c1 �,
IfJ i�'�
10 4'-..
- - � h. Proiect Budaet an@ Desiqn and Construction Ouality �;���;r,
c�o Standards. ABO and County shall promptly and diligently meet c ':'
`i'`-' and reasonably agree on: c
mu+ � _ ;i.:
� u 1) A preliminary Project budget including, without �:�. .•.�
1 Q limitation, budqets for each present and future project
� component identifying demolition costs, construction �:~?.;.
o x costs, site and utility costs, land-use mitigation costs,
°, � ��soft" costs, project contingency funds, a procedure for _ �
� -+ approval of intra-component transfers, a procedure Eor
u� expenditure of funds that become available as a result of
°t �' future FAA or County funding of Project components and a
� � � procedure for expenditure of Project .surplus, if any. �
�
� 2) Written desiqn and construction quality -;� ;
c, •..
' � � standards for the Project shall be mutually agreed upon .
� .,. by trie parties.
� '� o-a
�
�+ - i. Co-ordination with FAA-FUnded Proarams. ASO and
�� County shall diligently meet and reasonably agree on co-
. � � ordination of the PYOject with County�s consultants and } •
�� �ra contractors on related federally-funded GA Area projects. � '
^ .o ro
� �•� j. Coordination with ABO Financinct. -
u> >
y .o .,
�N 1) To the extent ABO considers it necessary or
desirable, ABO shall be responsible for researching the
y availability and feasibility of alternate, tax-exempt
. �� Y funding sources. � -`
.
���) 2) ABO and County shall cooperate in the � :
( production of necessary documentation to support the � :
1 obligation of ABO to provide title insurance to its Y,
� financing entity and to support the County�s representa-
tions in the Lease as to the state of title to the leased
_ premises. �. `.
: k. Demolition by ABO. ABO, at its expense, will ����
, contract for the demolition (demolition shall include all work
necessa�y to prepare the site for construction excepting :
�.. environmental auditing and remediation work) of and demolish '
� the followinq stYUCtures in accordance with the following time ��;� '
schedule: � ��.
� 1) To be completed by December 31, 1994
�..J,
� � a) Existing GA Terminal Building ( ,�;
� 2) To be completed by December 31, 1995 _
� �'
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#364724 12/17/93 15:SC� Rec S.00� E+1: 735 F6 802
� Silvia Davis� Pitkin Cnty C1erFt, ➢oc b.�?O
_ _._ _ _ ._Y , -. .
- ,� a) Existing T-Hangar building
� �..
s` 3) To be completed by December 31, 1996 �'
j'� i�i�� � :
�y� a) Existing Aspen Aviation building r
� b) Existing Main Hangar t
;� `�A c) Existing Maintenance Hangar/Shop 4
E
� . ?i � - 1. Demolition bv Countv. County, at its expense, will
'� �L contract for the demolitiott (demolition shall include all work
� ' • °1 and testing necessary to prepare the site for construction) of
- �� and demolish the County Road and Bridge Building, to be
::'i � �, completed by July 1, 1994. County shall also complete any
��� �+' required environmental remediation work on the Road and Bridge
;� ,o u Building site by July 1, 1994.
?_s -+
i � �i . c
�•� m. Consultation with Present and Prosuective T-hanaar
- �� and S-FBO Tenants. ABO shall promptly and diligently identi-
� Pi1 fy, communicate with and solicit comment from the present and
• s:� � prospective T-hangar and S-FBO tenants on the transition of
�j � m tenancies from the existing T-hangars to the new facilities,
=' ��'' on the schedule of demolition of the existing facilities and
�� o Q construction of the new facilities, on the aost and design of
,�� � � the new facilities and on a recommended system for allocation
t� oP vacancies in the existing and prospective facilities.
-� �� 8, Construction of New Facilities. ABO, at its expense,
�N will contract for the construction and construct the following
���. ; buildings, improvements and facilities, in accordance with the
.j following time schedule:
�� a. To be completed by November 15, 1994
' 1) General Aviation Terminal including, without
- -- -- �� limitation, the following:
,�`,.:
�,. _,`.'` a) Landscaping
- b) Motor vehicle parking
'ti -. c) Apron (to 15' from building perimeter)
�` �7 d) Site work
� e) Utilities and related fees
� f) F80 entrance
�
b. To be completed by November 15, 1995
1) S-FBO facility including, without limitation,
� the following:
a) Landscaping
9
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i5 #:�64724 12/1 i!43 15:50 F:ec �.UO bK 735 F'G B03
---- }� Silvia Davis� Fitkin Cnty Clerk, Doc 5.00
-"-,_� _.
G� � b) Motor vehicle parking and circulation
si M c) Apron �
g� �Q dj Tenant finish (?)
's, n.� e) Utilities and related fees
a� m ui
' `,'� h � 2) T-hangars including, without limitation, the
+; o following: M
�a x q �
� � � a) Landscaping
�i o s b) Motor vehicle parking and circulation �
�. xr't �°; c) Apron
� �� d) Tenant finish (?j
� w >. e) Utilities and related fees
� [t a�
�� c. To be completed by November 15, 1996
i '{� .-. c
, � �Y 1) Main Hangar including, without limitation, the
+� following:
• a a a) Landscaping
� b) Motor vehicle parking and circulation
.. ..
-+ N c) Apron
.�. > d) Site work
a q e) Utilities and related fees
�� 2) Maintenance Hangar including, without limita-
_ � � tion, the following:
. �y ..,
� � � a) Landscaping
b) Motor vehicle parking and circulation
- c) Apron
d) Site work
! e) Utilities and related fees
r��_; 3) De-ice pad and recapture facility including,
� v�'.; : � without limitation, the following:
'�e,fi`'
a) Equipment for storaqe, application,
�� - .__ reuse, disposal
�,�
9. Deferred Construction of New Facilities fAviation Fuel
Fa .
� a. To be completed by November 15, 1999
1) Construction of new fuel farm including, � -
without limitation, the following:
• � a) Four 20,00o-gallon tanks
b} Associated equipment
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„ #364r24,1�/1�/43 �.J:J��1 Rec $,rtt1 Bf', 735 F•G @04 �
: Silvia Davis, Fitl:in Cnty Cler•k� Doc �.Gq
__ c) Approved leak detection and spill preven-
� � tion and control systems and equipment
10. Construction Contract. ABO agrees to select as general `
ym.� contractor a contractor that is properly-licensed, sufficiently- �-�
' r�i insured, bondable (performance, labor and material payment and '
�� quaranty bonds) and competent, having demonstrated successful I
recent experience in similar construction with on-time, on-budget,
oD+n claim-free performance. ASO will use a12 good faith efforts to i
� o maximize participation in construction of contractors, subcontrac- �
. .�,Q tors and suppliers based in the Roaring Fork Valley. The contract
w shall contain adequate provisions to ensure on-time, on-budgeti
fl Y performance and adequate warranty provisions. Prior to signing a
�. ", � � contract with a qeneral contractor, ABO shall submit the proposed
+a � contract to County for its approval, which approval shall not be
U unreasonably withheld.
m �.
'� �� 11. Construction Insurance. ABO, by itself or through its
' •" general contractor, shall obtain and maintain for the duration of
Q M the Project, satisfactory insurance covering all construction risks
.. �c normally insured against in projects of this kind.
�
, �, �
a a 12. construction Costs. The buildings, improvements and
�i .. - facilities to be constructed shall have a total cost equal to the
� " N greater of: $3.6 million as of October 1, 1993, adjusted for
� .�
`! � > inflation to the date of commencement of construction; or
'i � Q construction to the level of quality as set forth in Paragragh 14
� ,� below. ABO's construction cost obliqation hereunder shall not
;<: � •� exceed this ceiling. Except in the public use areas of the GA
�F ;'. .p .., Terminal, construction cost does not include furniture,
a, l # � furnishinqs, and lavish interior finishes, Present estimates of
cost for the individual projects, subject to amendment and
clarification pursuant to the budget process described in 7.e.,
j above, are: � �
` a. Demolition, $108,000
_._ -- - b. GA Terminal, $720,000 �
- c. S-FBO Hanqars and Facility, $275,000
d. T-hangars, $150,000
e. Main Hangar, $720,000
`� f. Maintenance Hangar, $300,400
>. � g. De-ice Pad and Faaility, $3po,000
� h. Aviation Fuel Farm, $250,000
s i. Site work, entrance project, landscaping, utilities,
( paving and soft costs, $777,000 -
_ f If the construction cost of an individual project is less than �'"w��
� the amount estimated above (and any amendments to such estimates),
such cost savings shall be accumulated and, if not consumed by .�
other individual projects that cost more than the estimates, upon l
� 4
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#364;t4 12�17/93 15:5+] Rec �, �,
Silvia Davis� Fitkin Cnt ��� �F� 735 FG 805
Y Clerk, Doc �.qp
�- - � completion of construction of the new aviation fuel farm any
c� balance in the total Project budget shall be dedicated to such
M portions of ABO's Leased Premises as ABO and County raay mutually �
- �� agree upon at that time. •
r'
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� y� 13. ABO Construetion and Permanent Financinq. ABO shall, at
its expense, obtain construction and permanent financing for so
�! q much of the cost of th3s Project as ABO deems appropriate from time
� to time. ABO shall provide to County true and correct copies of
� � all financing application forms and backup documentation including,
Q L without limitation, any Business Plan and/or pro formas that may be
y� a' submitted to prospective lenders, but excepting personal financial
� , � c� statements supporting personal loan guarantees, if any. County
�, a shall have the right to approve the form and content of the Con-
� +' struction Loan Agreements, which consent shall not be unreasonably
�oc�i withheld. The County shall be entitled to simult3neous copies of
:; � all applications, reports and documents required under the
� 1 Agreement. As security for the construction Loan and any takeout
� permanent financinq and any refinancing thereof from time to time,
P � ABO shall be entitled to deliver a first priority mortgage on the
. � Lease and Use Agreement, the Redevelogment Agreement, and the
•, N buildinqs and facilities constructed by ABO hereunder, and
� '� appropriate security interests in ABO's furniture, fixtures,
�! � � equipment and inventory. ABO shall also be entitled to grant
.p A security interests in any land use applications or approvals,
� '� architectural engineering and construction contracts, and such
� � ather collateral as a lender shall reasonably require. Finally,
.� r� ... ABO�s stockholders shall have the right to pledge their ABO shares
�j '� � as security for such loans or for personal guarantees given in
�.2Q:y connection therewith.
-j
14. Construction oualitv. All facilities to be constructed
a by ABO hereunder, except as provided herein, shall be to a level of
�? quality in materials equal to that of the present Air Carrier
a Terminal with 30-year life cycle cost design and meeting all
__ ,__�; present energy conservation codes. All utilities shall be
'�:: installed underground.
�"�'`,� The 5-FBO Facility and T-hangar Facility shall be of a
�`` ' quality and `cost to be determined by ABO, the County and the
�. . , proposed user groups, subject to the overall construction cost
- ceiling described above.
;
� 15. Construction Licenses, Taxes, Permits and Tnspections.
Except in connection with environmental auditing and remediation
work, ABO, at its expense, shall secure all necessary licenses, tax
{ receipts, permits, inspections or other permissions or approvals
� from government entities having jurisdiction over the activities in
� connection with the Project.
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#364724 12/1 r/93 15:SCi Rec $,f��� BI: 735 PG 806 -
Silvi� Davis� Pitkin Cnty Cler•L;, Doc #.U��
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16. Construction Inspection. ABO, at its expense, shall i..��T
provide the County with contemporaneous copies of all pay requests d, -
and construction inspection reports. County, by its own represen- '
p tatives, or designated inspectors, shall have access at all times _
M to the project site and to the project plans, logs, budgets,
applications for payment, requests for change orders, and inspec- ".
a e tions to determine compliance with this Agreement. 1 :.::
M� 17. Constructfon Securitv and Safetv. During the period of
�` � construction hereunder, it shall be ABO�s responsibility, at its
� 1 A expense, to maintain the then-existing Airport Security Plan for �
`T' the GA Area of the Airport and to provide for a safe construction
`S s site for employees, contractors, customers and Airport LLPs.
O i
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;r �� 18. Construction Coordination. During the period of con- I •
struction hereunder, it shall be ABO's responsibility, at its �
r�c,.v expense, to coordinate construction with regular seasonal GA
,�� traffic and activities and with any relevant governmental projects
• ~ � including, without limitation, construction of the ARFF/SRE
o•.+ Building, Highway 82 Entrance Project and the Highway 82 Relocation
'"y Project.
v
�� 19. Post-Construction Obliaations. County and ABO agree that
� N upon the substantial completion of each component of this Project: ; ,
�.�
� o Q a. ABO will provide complete "as-built" drawings prior
,o to final payment to Contractor and release from this Agree-
�"•�6, �° � � ment.
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'�~ b. The parties will reasonably agree on a cost
�'m
allocation and stipulated value for the S-FBO facility for use
in the amortization schedules under the Lease.
_ - _ c. The parties will reasonably aqree on written
Maintenance and Repair Standards.
`�s;:.
• d. The parties will reasonably agree on a
`ti "Reimbursement Schedule", i.e., on the amounts to be
�` reimbursed by a second FBO in connection with that component
i of the Project. The first such Reimbursement Schedule shall
be developed by the parties following the execution of this
' Redevelopment Agreement, and shall address the share of ABO's
cost of preparing the Lease and this Redevelopment Agreement
. that is to be reimbursed by a second FBO.
I e. If funds are available from the survey budget set k:
� out above, the remainder shall be used to create and adopt a
I Land Use Identification Plan, as recognized by the FAA, to
assist in determining the use of, cost of and rental fees for
� 13
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#36472�} 12/17/93 �,5.�d �eC $.�C� gt: 735 PG 807 ��`
Silvia Davis� Pitkin Cnty Clerk� Doc �,pp ,
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all improved end uniraproved areas subject to the County/Aeo
� "� Ledse. �'�'+,�
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a� 20. Construction Accentance. As each building and associated
�:=�; improvement is completed by ABO, after final inspection of and �' f,
Y: Co+n acceptance of the building by ABO from the Contractor and from ASO "
�j r�.. � by the County, that building shall be released from this Agreement t.`_ �
.�� �Q by a writing siqned by the County. Upon completion and acceptance
. ;.� m by County of all of the buildinqs and facilities to be constructed
�y by ABO hereunder, the parties shall execute a separate instrument �
'`; � � which terminates thfs Redevelopment Agreement.
�j W "'
;�? �� 21. Disputes/Arbitration. The terms and provisions of
,�$ � �, Section D(8) of the Lease shall apply to this Agreement.
: c
�" �� 22. DefaultJTermination. The terms and provisions of
t'�a c � Sections D(9) and D(lo) of the Lease shall apply to this Agreement. �
.. �
� " 23. Assianment and Sublettina. The terms and provisiohs of
. d.�a
�-' �' a Section D(1) of the Lease shall apply to this Agreement.
�
..
'3 � N 24. �ndemnity. In addition to the indemnity provided in the ?
i� a � Lease, ABO will indemniEy County against Contractor, subcontrac-
;� �ra tor(s) and suppliers' claims and mechanic's liens, and the defense
�� ,o ,� thereof, arisinq from the construction of this Project.
r ,o ..,
R � .�. 25. Diiscellaneous Provisions. The terms and provisions of `
• � # N Section E(16) of the Lease shall apply to this Agreement. {:•
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#3647c^4 12/17/93 15:50 Rec �.Oi� E+K 733 FG 808
Silvia Davis, Pitkin Cnty Clerk, Doc �.0�� !i
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s,;, IN WITNESS WHEREOF, the parties have executed this Aqreement, �'
;.;� as follows: s•
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�� Countv• ABO:
n;:s
�,s
�`' THE BOARD OF COIINTY COMMISSIONERS ASPEN BASE OPERATION, INC.,
j�
OF PITKIN COUNT. , COLoRADO a Co�.orado corpora�o�'
k� , By•:-a'�--,..��•-��' ('
�:� gy; ����� • ��/�-�j i�Executive ice Presiient
� i� �� ' i (Date) 9/sf/43 i
.,i ir (Date) s
�,�
,��� ATTE T: ATTEST: S
�� � f
�r;�.ry ' � ;
. zaj ; ,
_ ;�.� tkin County Cler � Secretary (SEALj �_
i<;
� �,.
County's Address:
� cJo County Manager ABO�s Address:
� 506 EA T MAIN STREET 20202B W HIGHWAY 82
� ASPEN. COLORADO 81611 ASPEN. COLORADO 81611
�� RECOMMENDED FOR APPROVAL:
1x ��\� �1113 �ct�
Reid Haughey
� County Manager
.._. - =�;.�i� . � .
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_. St;.fS . �� �
�`+v?=<- �
� . Sco t Smith
\ - Director of Aviation �
,� .
- #365666 U1/il/94 14:16 Fec �.44 BK 738 PG 362 �
Silvia Davis, Pitkin Cnty Clerk., Doc �.0�
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(�, Si I vi a Davi s 15:5� �`ec �.pp
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�; CntY Clerk,�0�35 PG B09 ;�
� APPROVED AS TO FoRM: � 44 �. ,
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Tifiothy E. Whit5itt�� 'f'
County Attorney
. . �--� ^�=���,_; ,t� 'i 1q�ti3
Gar�y�S.i Esary �`
_ , Ai�port�Spe�a�J ounsel
� _ .
� APPROVEDjAS TO BUDGET:
�.—�— � .
, /�-� �
Tom Oken
� Administrative Services Director
- �� REUbYEL.F80 . � . . . ... .
; #365666 O1/il/94 10:16 Rec �.p0 BK 73g pG 3�
Silvia Davis, Pitkin Cnty C1erk, Doc �.pp
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` EXHIBIT A
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DRAFT
O 'S..
.,� � s,.•
� ' C9 O . �I�MORANDLJIi
s� .
N w
h u TO: File
o .
, �° FROM: GSE �-
a _� .�� DATE: December 14, 1993
i,� ;�U
� RE: GA Redevelopment Project - I,and-USe Approval Resolutions
. .� '��
;j� BOCC Resolution 92-215
, •
��� ��.+i BOCC Resolution 93-69
. y ,
'#� '�p? •.+ 1
`�a P&Z Resolution PZ-93-11 � t�
�
� "" '� BOCC Resolution 93-135 �
�.�
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�� o SOCC Resolution 93-137 � �.'
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. 73B P� 864 !
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