HomeMy WebLinkAboutbocc.con.027.21 - BOCCCOMMERCIAL AERONAUTICAL OPERATOR PERMIT
Aspen/Pitkin County Airport
March 1, 2021
Permittor: BOARD OF COUNTY COMMISSIONERS
PITKIN COUNTY, COLORADO
530 East Main Street, Third Floor
Aspen, Colorado 81611
(970) 920-5190 (Phone)
Permittee: Bubba Air LLC dba
Aspen Air Charter Company
69 Airport Road
Aspen, Colorado 81611
(970)948-6609 (Phone)
Contract No. 027.2021 - BOCC
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TABLE OF CONTENTS
RECITALS ......................................................................................................................................... 1
1. INTENT AND INCORPORATION ........................................................................................... 2
1.1 Intent ................................................................................................................................. 2
1.2 Definitions ........................................................................................................................ 2
1.3 Exhibits ............................................................................................................................. 2
2. USE OF AIRPORT ..................................................................................................................... 2
2.1 Premises ........................................................................................................................... 2
2.2 Licenses and Easements ................................................................................................... 2
2.3 County’s Reserved Rights ................................................................................................ 3
2.4 Permitted Use ................................................................................................................... 4
2.5 Exclusions and Reservations ............................................................................................ 4
2.6 Reservation of Rights ....................................................................................................... 5
3. TERM .......................................................................................................................................... 5
3.1 Term ................................................................................................................................. 5
3.2 Termination ...................................................................................................................... 5
4. FINANCIAL OBLIGATIONS OF PERMITTEE ...................................................................... 6
4.1 Monthly Percentage Fee ................................................................................................... 6
4.2 Terms and Conditions of Payments ................................................................................. 6
4.3 Delinquent Payments ........................................................................................................ 6
4.4 Accounting and Bookkeeping .......................................................................................... 6
4.5 Annual Statement ............................................................................................................. 6
4.6 Inspection of Books and Records ..................................................................................... 7
4.7 Retention of Financial Records ........................................................................................ 7
4.8 Payment of Taxes ............................................................................................................. 7
4.9 Financial Security for all Permittee Operations ............................................................... 7
5. OTHER OBLIGATIONS OF PERMITTEE ............................................................................... 8
5.1 Operations ........................................................................................................................ 8
5.2 Security ............................................................................................................................. 8
5.3 Environmental Quality Improvement Plan (EQIP) .......................................................... 9
5.4 Trademarks, Trade Names ............................................................................................... 9
5.5 Signs ................................................................................................................................. 9
5.6 Waste ................................................................................................................................ 9
5.7 Liens/Claims ..................................................................................................................... 9
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5.8 County Pro-Competition Policy ....................................................................................... 9
5.9 Assignment and Operations for Other Permittees ............................................................ 9
6. INDEMNITY AND INSURANCE ........................................................................................... 10
6.1 Permittee Indemnity ....................................................................................................... 10
6.2 Permittee Insurance ........................................................................................................ 10
7. OBLIGATIONS OF COUNTY ................................................................................................ 11
7.1 Operation of Airport ....................................................................................................... 11
7.2 Snow Removal ............................................................................................................... 11
7.3 Quiet Enjoyment ............................................................................................................ 11
8. OTHER AGREEMENTS .......................................................................................................... 11
8.1 Coordination with Others ............................................................................................... 11
8.2 Non-Exclusive ................................................................................................................ 11
8.3 Subjections, Exceptions and Reservations ..................................................................... 12
8.4 Airport Master Planning and Land Use Planning .......................................................... 12
8.5 Compliance with Applicable Laws and Regulations ..................................................... 12
9. DEFAULT/TERMINATION/SURRENDER ........................................................................... 13
9.1 Events of Default ............................................................................................................ 13
9.2 Notice of Default ............................................................................................................ 13
9.3 Right to Cure .................................................................................................................. 13
9.4 Notice of Termination/Right to Re-Enter ....................................................................... 14
9.5 Remedy not Exclusive .................................................................................................... 14
10. GENERAL PROVISIONS .................................................................................................... 14
10.1 Notices ............................................................................................................................ 14
10.2 Entire Agreement ........................................................................................................... 15
10.3 Severability ..................................................................................................................... 15
10.4 Modification ................................................................................................................... 15
10.5 Non-Waiver .................................................................................................................... 15
10.6 No Presumption .............................................................................................................. 15
10.7 Relationship of Parties ................................................................................................... 15
10.8 Attorney Fees ................................................................................................................. 15
10.9 Governing Law and Venue ............................................................................................ 15
10.10 Effect of Permit .............................................................................................................. 15
10.11 Headings ......................................................................................................................... 15
10.12 Limitation of Benefit ...................................................................................................... 16
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10.13 Capacity to Execute ........................................................................................................ 16
10.14 Time is of the Essence .................................................................................................... 16
LIST OF EXHIBITS
EXHIBIT 1 Airport Definitions
EXHIBIT 2 Environmental Quality Improvement Plan (“EQIP”)
EXHIBIT 3 Minimum Insurance Requirements
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COMMERCIAL AERONAUTICAL OPERATOR PERMIT
Aspen/Pitkin County Airport
THIS COMMERCIAL AERONAUTICAL OPERATOR PERMIT, (hereinafter the “Permit”)
made effective as of March 1, 2021, is by and between the BOARD OF COUNTY
COMMISSIONERS OF PITKIN COUNTY, COLORADO (hereinafter the "County"), a Colorado
home-rule County, as (hereinafter “Permittor” or “County”), and Bubba Air LLC dba Aspen Air
Charter Company, (hereinafter the “Permittee”).
RECITALS
1. The County is the owner, operator and sponsor of the Aspen/Pitkin County Airport (Sardy
Field) (“ASE”) located in Pitkin County in the vicinity of Aspen, Colorado (hereinafter the
"Airport"), at which it has made available certain land areas and facilities for and in support of
commercial aeronautical activity including public airfield facilities, an airline terminal and related
airline facilities, and a general aviation terminal and related general aviation and fixed-base
operator facilities; and
2. These certain land areas and facilities are further designated as areas and facilities for public
use (subject to rules and regulations for each classification of user) areas and facilities for exclusive,
preferential, or non-exclusive commercial use (subject to written agreements with the County), and
certain areas "reserved" by the County for future designation; and
3. The County has the authority to operate and manage the Airport, to permit and regulate
commercial and certain aeronautical uses and activities at the Airport and to lease, license or permit
the occupancy and use of land areas, buildings, improvements, and facilities thereon, pursuant to,
inter alia, C.R.S. Sections 30-11-107, 30-15-401, 30-35-201/202, 41-4-101 et seq., as amended,
Title X of the Pitkin County Code, as amended, and Section 8.7 of the Pitkin County Home Rule
Charter, as amended; and
4. The Permittee wishes to provide air taxi/charter Commercial Aeronautical Activities to the
public at Airport; and
5. The Permittee has submitted to County prequalification and application materials to provide
air taxi/charter Commercial Aeronautical Activities to the public at the Airport in accordance with
Section 10.36.040 of Title 10 of the Pitkin County Code; and
6. The County has determined that it is in the County’s best interest to grant certain rights and
privileges to Permittee for the use of the Airport and its facilities upon the terms and conditions set
forth herein in accordance with Section 10.36.040 of Title 10 of the Pitkin County Code.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions contained
herein, the County and Permittee do mutually undertake and agree as follows:
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1. INTENT AND INCORPORATION
1.1 Intent It is the intent of the parties hereto that this Permit is to establish, define, and
control the relationship of the parties in the occupancy and use of the GA Area and
related Airport land areas and facilities in the provision of air taxi/charter
Commercial Aeronautical Activities to the public at the Airport.
1.2 Definitions Words and terms used herein are to be defined and interpreted according
to the following priority:
1.2.1 As set forth in this Permit or in the annexed Exhibit l.
1.2.2 As defined by the Federal Aviation Administration (hereinafter the
“FAA”), through its enabling legislation and Title 14 of the Code of Federal Regulations, as well
as defined by the Transportation Security Administration (hereinafter the “TSA”), through its
enabling legislation and Title 49 of the Code of Federal Regulations.
1.2.3 As defined by Colorado real estate statutes, case law, and rules and
regulations (including, without limitation, those adopted by the Colorado Real Estate Commission).
1.2.4 As defined by common usage in the aviation industry, from the point-of-
view of a public airport.
1.3 Exhibits All exhibits attached hereto and/or referred to herein are incorporated
herein in their entirety by those references or this reference and are identified as
follows:
1. Airport Definitions
2. Environmental Quality Improvement Plan (“EQIP”)
3. Minimum Insurance Requirements
2. USE OF AIRPORT
2.1 Premises Permittee hereby certifies and acknowledges that Permittee has fulfilled
the requirements of Title 10, Section 10.44.080.B, of Pitkin County Code as of the
date of this Permit through a sub-lease agreement by and between Permittee and
Atlantic Aviation, Inc. dated May 5, 2020. Permittee shall notify the County of any
changes regarding such sub-lease within 60 days prior to the effective date of such
proposed change.
2.2 Licenses and Easements
2.2.1 Permittee is granted the non-exclusive access to and from the Premises as
defined in sub-lease agreement by and between Permittee and Atlantic Aviation, Inc. dated May 5,
2020. for the safe and efficient use of the Premises.
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2.2.2 Permittee, its employees, and guests, is further granted the non-exclusive
right to use, in common with others so authorized to do so, the General Aviation (GA) area and
Public Airfield Facilities of the Airport. The right to use such areas of the Airport includes and is
limited to the rights reasonably necessary for the proper operation of Permittee’s commercial air
taxi/charter business.
2.3 County’s Reserved Rights Notwithstanding anything herein to the contrary,
County reserves the following rights with respect to the Airport and the leased or
licensed occupancy and permitted uses, operations, and activities to be conducted
thereon by Permittee:
2.3.1 The right to unimpeded access over and across the land areas of the GA
Area; provided, that County shall not, in the exercise of this reserved right, unreasonably interfere
with or impair Permittee’s rights hereunder or its use or operation of such areas. County also reserves
the right to enter into the Premises, at times and in a manner reasonable to the circumstances of each
entry, for the purpose of inspecting the Premises, enforcing any of County's rights hereunder,
preventing waste or loss, or responding to emergencies.
2.3.2 For the use and benefit of the public, the right of flight for the passage of
aircraft in the air space above the surface of the Airport, together with the right to cause in said air
space such noise as may be inherent in the operation of aircraft utilizing the Airport.
2.3.3 The right to protect the aerial approaches of the Airport against obstruction,
including the right to prohibit Permittee from erecting, or permitting to be erected, any building or
other structure on the GA Area, which has been determined by the Federal Aviation Administration
pursuant to 14 C.F.R. Part 77 to constitute a hazard to air navigation.
2.3.4 The right, during the time-of war, national or local emergency or terrorist
attack, to lease the Airport or any part thereof, including the Premises or any part thereof, to the
United States for military purposes, and, in the event of such lease to the United States for military
purposes, the provisions of this Permit shall be suspended insofar as such provisions may be
inconsistent with the provisions of the lease to the United States.
2.3.5 The right to direct all activities of Permittee at the Airport in the event of an
emergency.
2.3.6 The right to subordinate the provisions of this Permit to the provisions of
any future agreement between the County and the United States relative to the operation,
maintenance or development of the Airport which agreement is required as a condition precedent to
the expenditure of federal funds for the development, maintenance or operation of the Airport; if
such an agreement is entered into between the County and the United States, the parties agree to
execute an amendment to this Permit so as to remove any material inconsistencies between this
document and any agreement with the United States.
2.3.7 Furthermore, in the event that by reason of any such agreement with the
United States as aforesaid, it becomes necessary to modify, relocate or remove any improvements
or other structures situated on the Premises, Permittee agrees to modify, relocate or remove any such
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improvements or structures as directed by County and County shall compensate and reimburse
Permittee for reasonable damages, costs and expenses (including modification, removal or relocation
costs) suffered or incurred by Permittee in consequence thereof.
2.3.8 The right to grant other leases, licenses, permits or rights to occupancy or
use of the Airport so long as such other grants do not unreasonably interfere with or impair
Permittee’s rights hereunder or its occupancy or use of the Premises or the GA Area, and also
reserves the right to direct changes in the way Permittee conducts its Airport operations in the event
that County determines, in the exercise of its reasonable judgment, that one or more aspects of
Permittee’s method of operation is unreasonably interfering with the lawful and proper occupancy
or use by others of the Airport. Provided, that this reserved right is not intended to allow County to
deny Permittee the basic right to use the Premises or the GA Area for any of the uses permitted
hereunder.
2.3.9 The right to further develop and/or improve the Airport, including the
Premises and GA Area, as County deems appropriate and/or as is required to satisfy obligations
imposed by FAA or TSA, without interference or hindrance by Permittee, and County shall have no
liability hereunder to Permittee by reason of any interruption to Permittee’s operations on the Airport
occasioned by such development and/or improvement; provided, that any such development that
temporarily or permanently modifies access to Permittee’s Premises is permitted as long as
reasonable alternative access is provided. Additionally, if Permittee shall be unable to conduct
reasonably normal business operations on the Premises and GA Area by reason of any such
development and/or improvement of the Airport, then the Monthly Percentage Fee and other charges
payable by Permittee hereunder shall be subject to Equitable Adjustment during the period of such
interruption.
2.3.10 The right from time to time to amend Title 10 of the Pitkin County Code, in
accordance with authorized Code amendment procedures, and Permittee shall be subject thereto,
provided that no such amendments shall unreasonably interfere with or impair Permittee’s rights
hereunder or Permittee’s use or operation of the Premises as herein described, or be contrary to
Federal or State law.
2.3.11 The right to temporarily close the Airport, or any part of the Airport, in
response to hazardous conditions, or for other purposes as may be approved by the FAA, without
interference or hindrance by Permittee, and County shall have no liability hereunder to Permittee by
reason of any temporary interruption to Permittee’s operations on the Premises occasioned by such
temporary closure.
2.4 Permitted Use Notwithstanding anything herein to the contrary, County grants
Permittee the right to perform commercial air taxi/charter aeronautical services at
the Airport strictly in accordance with Title 10, Section 10.44.080, of Pitkin County
Code.
2.5 Exclusions and Reservations The rights established in this Section shall not be
exercised so as to interfere with County’s operation of the Airport for the benefit of
all aeronautical users, and shall be subject at all time to the restrictions herein and
reservation of rights by County.
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2.5.1 Permittee shall not knowingly do or permit its agents, directors, or
employees to do anything at the Airport that would: (1) be in conflict or violate the requirements of
14 C.F.R. Part 139, as amended from time to time, or any successor regulation, order, or directive;
(2) jeopardize the Airport's operating certificate obtained pursuant to such federal regulations; or (3)
violate the provisions of any existing or future agreement between County and the United States
Government or governmental County relating to the operation or maintenance of the Airport.
2.5.2 Permittee shall not do or permit anything, either by its act or failure to act,
that shall cause a hazardous condition so as to increase the risks normally attendant upon operations
permitted by this Permit, create or contribute to a nuisance, or in any way obstruct or interfere with
rights of others using the Airport.
2.5.3 Permittee shall not interfere or permit interference with the use, operation,
or maintenance of the Airport, including but not limited to, the effectiveness or accessibility of the
drainage, sewage, water, communications, fire protection, utility, electrical or other systems installed
or located from time to time at the Airport.
2.5.4 Permittee shall not do or permit to be done anything that shall cause the
cancellation or violation of the provisions, or any part thereof, of any policy of insurance for the
Airport, or that shall cause a hazardous condition so as to increase the risks normally attendant upon
operations permitted by this Permit. If Permittee shall do or permit to be done any act not permitted
under this Permit, or fails to do any act required under this Permit, regardless of whether such act
shall constitute a breach of this Permit, which act or failure, in and of itself, causes an increase in
County's insurance premiums, Permittee shall promptly remedy such actions and/or pay the increase
in premiums, upon notice from County to do so.
2.5.5 County reserves the right to designate the locations within which all of the
activities conducted at the Airport, including the activities authorized herein, shall be conducted, and
to reasonably change such designations from time to time.
2.6 Reservation of Rights Any and all rights and privileges not specifically granted to
Permittee for its use of and operations at the Airport pursuant to this Permit are
hereby reserved for and to the County.
3. TERM
3.1 Term The effective date of this Permit shall be March 1, 2021and continue for one-
year expiring at mid-night, March 1, 2022, unless earlier terminated as provided
herein.
3.2 Termination This Permit may be sooner terminated for cause, upon the default of
either Party, as provided below. Notwithstanding anything contained herein to the
contrary, this Permit may be terminated by either party upon 60 days’ prior written
notice.
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4. FINANCIAL OBLIGATIONS OF PERMITTEE
4.1 Monthly Percentage Fee Permittee shall pay, fully and timely and without
deduction or set-off, a Monthly Percentage Fee determined by computing three
percent (3.0%) of Permittee’s Gross Sales during the preceding month. The Monthly
Percentage Fee shall be paid by Permittee without deduction, set-off, or escrow of
any kind whatsoever.
4.2 Terms and Conditions of Payments
4.2.1 By the Twentieth (20th) day of each month, the Permittee shall pay to the
County the Monthly Percentage Fee as stated in Section 4.1 for the preceding calendar month
without invoice from the County.
4.2.2 Permittee shall submit monthly reports of its Gross Sales for the preceding
month by the 20th day of each month. The monthly report shall include, but not necessarily be
limited to, a statement of Gross Sales during the preceding month signed by a responsible accounting
officer of Permittee. Even if no activity is generated during that month a failure to report will result
in a $150.00 penalty plus any monies owed including late fees.
4.2.3 All payments shall be made in good U.S. funds; made payable to the
"Aspen/Pitkin County Airport" and delivered to the office of Airport Administration, 0233 E. Airport
Rd., Ste. A, Aspen, Colorado 81611.
4.3 Delinquent Payments All payments hereunder shall be considered delinquent if not
received by the last business day of the month due. All delinquent amounts shall
accrue interest on the entire unpaid and delinquent balance at the rate of two percent
(2%) per month. Default interest shall be immediately due and payable, along with
the delinquent principal, within ten (10) days after written demand. Amounts
received shall be credited first to any accrued interest, delinquent principal and then
to current payments due.
4.4 Accounting and Bookkeeping For the purpose of ascertaining the amount payable
as herein provided, Permittee shall keep an accurate account of all daily sales and
revenues made by Permittee in, on, or from the Airport, the same to be entered into
a book of a permanent nature which shall be available to the County for its inspection
upon demand.
4.5 Annual Statement Within forty-five days after the close of its Permit Year,
Permittee, at its sole expense, shall furnish to the County a statement documenting
that the Monthly Percentage Fee paid by Permittee to County during the preceding
Permit Year was made in accordance with the terms of this Permit. Such statement
shall also contain a list of the Gross Sales as shown on the books and records of
Permittee for the period covered by the statement.
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4.6 Inspection of Books and Records The County reserves the right to audit
Permittee’s statements, books and records, including examination of the general
ledger and all other supporting material, including tax returns, at any reasonable time
during business hours, to verify Permittee’s statement of Gross Sales. If such audit
establishes that Permittee has understated or overstated the Gross Sales exactly one
percent (1%) or more, the entire expense of said audit shall be borne by Permittee.
Any additional payment due from Permittee shall forthwith be paid to the County,
with interest thereon at 2 percent (2%) per month from the date such amount
originally became payable to the County. Any overpayment by Permittee shall be
credited against further payments due to the County.
4.7 Retention of Financial Records Permittee shall maintain all financial records
required to document Permittee’s compliance with its payment obligations to
County for a period of three years.
4.8 Payment of Taxes Permittee shall timely and fully pay all business, personal
property taxes and all other taxes lawfully assessed against Permittee by reason of
its use and occupancy of the Airport; provided, however, that Permittee reserves the
right to dispute or appeal the imposition or amount of any such tax, so long as such
action is in good faith and under the procedures established in the relevant taxing
statute or ordinance.
4.9 Financial Security for all Permittee Operations Obligations hereunder including,
without limitation, the full and timely payments of all required fees and charges,
shall be as follows:
4.9.1 Application Fee. If Permittee has not already done so under a predecessor
agreement with the County, upon execution of this Permit, Permittee shall deposit with the County
the sum of $1,500 as a one-time non-refundable application fee to cover County’s estimated
administrative costs of processing Permittee’s application and Permit.
4.9.2 Surety or Letter of Credit. Permittee shall obtain and maintain in force
during the Term of this Permit an Irrevocable Letter of Credit (or a cash security deposit or other
security instrument acceptable to the County) (the “Security” hereinafter) from a surety licensed to
do business in Colorado, in such forms and amounts as are acceptable to the County, in its sole
discretion, in the amount estimated by the County to be not less than 90 days’ obligations hereunder,
to secure performance of all of Permittee's obligations hereunder including, without limitation, its
obligation to pay Monthly Percentage Fees and all other fees and charges.
4.9.3 Nature of Security. It is expressly agreed that instruments or amounts
received under Paragraph 4.4.2 above (the “Security”) are not an advance payment of the Monthly
Percentage Fee, all other fees and charges, or a measure of County's damages in case of default by
Permittee.
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4.9.4 County Use of Required Security.
4.9.4.1 If any of the Monthly Percentage Fees and all other fees and
charges hereunder shall be overdue and unpaid, then County may, at its option, and simultaneously
upon giving notice to Permittee in accordance with Section 10.1 herein, appropriate and apply any
portion of the Security to the payment of any such overdue amount. In the event of the failure of
Permittee to keep and perform any of the terms, covenants, and conditions of this Permit, then
County may, at its option and upon notice to Permittee (and its surety, if applicable), appropriate
and apply the Security or so much thereof as may be necessary, to compensate County for advances,
expenses, loss, or damage sustained or suffered by County, due to such breach on the part of
Permittee.
4.9.4.2 Should the Security or any portion thereof be appropriated and
applied by County for the payment of overdue Monthly Percentage Fees or other sums due and
payable by Permittee hereunder, or for a breach on the part of Permittee, the Permittee shall, within
five days after the written demand of County, forthwith remit to County a reinstatement of the Surety
or Letter of Credit the Security to the original sum deposited or required.
5. OTHER OBLIGATIONS OF PERMITTEE
5.1 Operations In addition to requirements imposed on Permittee by FAA rules and
regulations, Permittee agrees to cooperate with the County and other users of the
Airport to meet at the request of the County and discuss in good faith Airport
operational issues and to offer and/or consider solutions or mitigation techniques.
5.2 Security
5.2.1 Permittee agrees that it will faithfully perform its obligations under all
federal laws, regulations, or mandatory directives of the TSA or any other agency having
jurisdiction, relating to anti-hijacking and terrorism, and to the security of passengers, baggage, and
aircraft (collectively “Federal Security Regulations”). Permittee agrees to comply with all such
amended or newly effective Federal Security Regulations fully and promptly, and to immediately
notify the County in writing if Permittee’s compliance with any Federal Security Regulations will
be delayed beyond applicable effective dates.
5.2.2 In the event that an FAA or TSA enforcement action is commenced against
the County concerning the acts or omissions of Permittee, including its officers, employees,
representatives, contractors and invitees, Permittee will be notified of such proceedings and provided
an opportunity to participate therein. In the event that the County is assessed a fine or penalty by the
FAA or TSA for breach of Federal Security Regulations as a result of the acts or omissions of
Permittee or any of its assigns, officers, agents, representatives, contractors or invitees, Permittee
shall promptly reimburse County the full amount of any such fine or penalty.
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5.3 Environmental Quality Improvement Plan (EQIP)
5.3.1 It is the policy of the County that all Airport LLPs shall strictly comply with
all applicable environmental statutes, rules and regulations and that preferences should be given, in
all County procurement actions, administration of agreements and determinations on renewals, to
Airport LLPs that consistently demonstrate awareness of environmental issues that arise during the
term of any Permit and a proactive stance in dealing with such issues.
5.3.2 Promptly after the execution of this Permit, Permittee agrees to produce, for
review and approval by the County, which approval will not be unnecessarily withheld, a proposed
EQIP for its occupancy of the Premises and operations therefrom and then, upon approval by the
County, to implement the same, which EQIP will include, without limitation, planning, management
and operational policies and practices involving Permittee itself and its employees, and contractors,
to reduce or eliminate environmental degradation in the areas of air pollution, water pollution, noise
pollution, solid waste management and fuel and energy conservation. The preliminary EQIP for this
Permit is set forth in Exhibit 2.
5.4 Trademarks, Trade Names Permittee represents that it is (and will be for the entire
Term hereof) the owner of or fully authorized to use any and all trademarks, trade
names, logos, names, slogans, copyrighted material, patents, services, processes,
machines, or articles to be used by its in its operations under or in any way connected
with this Permit.
5.5 Signs Permittee shall not place any signs upon the GA Area, except of such size,
type, design, and structure as shall be approved by County, provided, that County's
approval shall not be unreasonably withheld. Any sign permitted by County shall at
all times comply with all applicable ordinances, rules, and regulations.
5.6 Waste Permittee shall not commit or allow any waste upon or in connection with its
use of the Airport.
5.7 Liens/Claims In connection with its occupancy and use of the Premises and the GA
Area, Permittee shall not cause or permit any liens or claims against Airport property
to be filed, recorded, maintained, foreclosed upon, or otherwise enforced and does
hereby expressly indemnify the County against any liabilities, costs, or fees,
including reasonable attorney’s fees, relating thereto.
5.8 County Pro-Competition Policy Permittee will not engage or agree to engage in
any unlawful restraint of trade or unlawful anti-competitive practices.
5.9 Assignment and Operations for Other Permittees
5.9.1 Permittee shall not assign or in any manner grant, convey, transfer, or
encumber this Permit, any estate or interest therein, or any right or obligation of Permittee hereunder,
or sublease the Premises or any part thereof, without the prior written consent of County, which
consent shall not be unreasonably withheld. Provided that the foregoing shall not prevent the
assignment of the agreement to any corporation with which Permittee may merge or consolidate, or
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sale substantially all of Permittee’s assets.
5.9.2 In the event that Permittee is undergoing or proposing to undergo a
substantial change in operations, ownership or management not covered above, Permittee shall file
with County any data that was filed with the U.S. Department of Transportation, pursuant to 14 CFR
204.1, 204.2 and 204.5, as the same may be amended, promptly after a request by County therefor,
such requests by County to be made upon reasonable grounds (e.g., late payments).
6. INDEMNITY AND INSURANCE
6.1 Permittee Indemnity
6.1.1 Permittee hereby agrees to, and further agrees to cause the Permittee Parties
to release, discharge, indemnify and hold harmless the County from and against any and all liability
for any and all losses resulting from any and all claims arising out of or in connection with any act,
error or omission by Permittee or the Permittee Parties, including, without limitation, claims or
losses resulting from, arising out of, or in connection with any release, spill, discharge, leak,
disturbance, or disposal of Hazardous Materials in, at, under, or migrating from the Premises due to
Permittee’s use or occupation of or activities on the Airport; provided, however, that such indemnity
or release shall not be construed as an indemnity or release for loss arising from the negligence or
willfully wrongful acts of County.
6.1.2 For purposes of this section “Permittee” shall mean the Permittee hereunder
and “Permittee Parties” shall mean any parent companies, subsidiaries, joint ventures, shareholders,
directors, officers, employees, agents, representatives, and contractors; and "County" shall mean the
Permittor hereunder and any officials, employees, agents, representatives, and contractors.
6.1.3 For purposes of this section: "claim" shall mean any legal claim, notice of
claim, demand, lien, lawsuit or other legal proceeding to cause or establish legal or financial liability;
and "loss" shall mean any damages, penalty, judgment, expenses, costs (including costs of
investigation and defense), fees (including reasonable attorney and expert witness fees) or
compensation in any form or kind whatsoever, in connection with any claim for economic loss or
personal injury, including without limitation property damage, bodily injury or death or injunctive
relieve.
6.1.4 Further, Permittee further shall investigate, process, respond to, adjust,
provide defense for, and defend, pay, or settle all claims, demands, or lawsuits related to its acts,
errors, and omissions hereunder at its sole expense and shall bear all other costs and expenses, related
thereto, even if the claim, demand, or lawsuit is groundless, false, or fraudulent.
6.2 Permittee Insurance Permittee shall secure and maintain for the entire Term of this
Permit such insurance policies, from companies licensed to sell such policies in the
State of Colorado, as will protect itself, the County (with the County named as
additional insured), and others as specified, from claims for bodily injuries, death,
personal injury, or property damage, which may arise out of or result from Permittee
acts, errors, or omissions. The required Permittee insurance coverages, at or above
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the limits indicated and including such endorsements as are indicated by an “X”, are
listed on Exhibit 3.
7. OBLIGATIONS OF COUNTY
7.1 Operation of Airport For the Term of this Permit, the County shall plan, operate,
finance, and manage the Airport in a prudent manner, consistent with the County's
adopted plans and policies and customary professional Airport management
practices.
7.2 Snow Removal County shall annually call and conduct a snow removal meeting for
all Airport LLPs prior to the winter season. County shall, at County's own expense,
but subject and secondary to County's obligation to maintain clear aircraft runways
and taxiways and motor vehicle access roads on the Airport, remove the snow from
those areas of the Airport 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.
Further, County shall keep the public-access sidewalks and other pedestrian
accessways reasonably passable at all times, as weather conditions will permit.
7.3 Quiet Enjoyment County covenants that upon Permittee's timely and full payment
of the Monthly Percentage Fee and other fees and charges hereunder and Permittee's
compliance with and performance of all of the terms, conditions, and obligations of
Permittee hereunder, Permittee may peacefully and quietly have, hold, and enjoy the
Premises for the Term of this Permit.
8. OTHER AGREEMENTS
8.1 Coordination with Others County and Permittee acknowledge that each has (or
may undertake) rights and obligations arising from various third-party agreements
with other Airport users. County and Permittee agree to cooperate with each other
to effectuate these third- party agreements, so long as such agreements are not
illegal, impossible or do not unreasonably interfere with or impair either Airport
operations or Permittee's use or occupancy of the Premises. If either party shall make
a request for co-operation of the other party under this provision, the requesting party
shall, simultaneously with the request, provide copies of any agreements that are the
subject of this request to cooperate.
8.2 Non-Exclusive Nothing in this Permit shall be deemed to grant Permittee any
exclusive right or privilege within the meaning of Title 49 USC Section 40103(e).
It is expressly understood and agreed that the rights granted under this Permit are
non-exclusive, and the County herein reserves the right to grant similar privileges
to another Permittee or other tenants.
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8.3 Subjections, Exceptions and Reservations This Permit is subject to any present
County agreements with the United States (which are typically through the Federal
Aviation Administration (FAA)) and to any past, present, or future statutes or
regulations of the United States respecting the funding and/or operation of a public
airport and to any terms, conditions or covenants of airport financing instruments
existing on the effective date of this Permit.
8.4 Airport Master Planning and Land Use Planning
8.4.1 Permittee hereby acknowledges that the County has adopted, and the
Permittee is subject to the following Airport Land Use and Transportation Planning documents and
processes: Any Airport Master Plan adopted pursuant to Planning and Zoning Resolution 89-39 and
Board of County Commissioners Resolution 89-19; an FAA-approved Airport Layout Plan (“ALP”);
a Land Use Identification Plan; any Land-Use Master Plan, adopted pursuant to the Pitkin County
Land- Use Code (Public Zone District, Master Plan Option); Pitkin County planning documents,
including the Aspen Area Comprehensive Plan and Aspen-2 Snowmass Transportation Plan, and the
Highway 82 EIS; and certain projects specific land-use approvals, which contain certain executory
conditions that constitute development regulations for and may affect the Premises; as any of the
foregoing now exist or may hereafter be adopted or amended.
8.4.2 The documents and processes provide for potential changes to the Airport
and the Premises during the Term hereof. Permittee agrees to cooperate in the implementation of
such plans, documents, and processes, and will make no claim against the County with respect to
such implementation for other than any unforeseeable and/or unreasonable interference with
Permittee business activities caused by such implementation.
8.4.3 Permittee further acknowledges that the County will, from time to time,
amend and update such plans, documents, and processes, and agrees to cooperate with the County
and/or its consultants, in providing such input and/or materials as may reasonably be necessary to
complete any amendment or update project.
8.5 Compliance with Applicable Laws and Regulations In connection with its
occupancy and use of the Premises and the conduct of operations thereon and
therefrom, the Permittee shall:
8.5.1 Fully comply with all applicable laws, rules, and regulations, as such now
exist or hereafter may be amended or promulgated, of the United States (including especially, the
State of Colorado, and the County of Pitkin, and all departments and agencies thereof. The present
adopted County Codes, plans, rules, and regulations, are the Pitkin County Code, including
especially Title II (Land use Code), and Title X (Airport Regulations); Airport Security, Operations
and Emergency Plans; and Airport Snow and Ice Control Plan.
8.5.2 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 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
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discrimination in unfair employment practices, and shall comply with such enforcement procedures
as any governmental County might demand that the County take for the purpose of complying with
any such laws and regulations.
8.5.3 Fully comply, in the general operation of its business, with all applicable
standards and compliance dates issued under or stated in the Americans with Disabilities Act
(“ADA”) and the Air Carrier Access Act (ACAA), and implementing regulations. Furthermore, the
Permittee shall be responsible for providing passenger boarding assistance to individuals with
disabilities as required by 14 C.F.R. Part 382 and 49 C.F.R. Part 27.
9. DEFAULT/TERMINATION/SURRENDER
9.1 Events of Default The following events are to be considered Incidents of Default
hereunder:
9.1.1 Failure to make full and timely payment of the Monthly Percentage Fee or
charges due and payable hereunder; or
9.1.2 The creation, maintenance, failure to correct or sufferance of a dangerous
or hazardous condition on or emanating from the Premises; or
9.1.3 Failure to provide and maintain current all required types and amounts of
insurance and proof thereof; or
9.1.4 Making or becoming subject to a voluntary or involuntary petition or
receivership or bankruptcy, declaration of insolvency or assignment the benefit of creditors; or
9.1.5 Abandonment of the Premises or failure to operate at or from the Premises
as described hereof; or
9.1.6 Failure to comply with any other term, covenant, or obligation under this
Permit.
9.2 Notice of Default The aggrieved party shall declare an Incident of Default hereunder
by delivering a written Notice of Default to the other party, which notice shall
specify the Incident(s) of Default asserted and a cure therefor acceptable to the
aggrieved party, including the accrued and projected costs to the aggrieved party as
a result of the default.
9.3 Right to Cure A defaulting party shall have the right to cure an Incident of Default,
unless such party has abandoned the Premises, in which case it shall be deemed to
have waived any right to cure. As a condition precedent to this right to cure, the
defaulting party must provide notice, promptly after the effective date of the Notice
of Default, to the aggrieved party of the defaulting party's intention to cure and
whether it agrees with the proposed cure or has a counterproposal. The time periods
for cure, after the effective date of any Notice of Default, shall be:
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9.3.1 Within three (3) business days if the default is maintenance of a hazardous
condition or failure to maintain and/or prove required insurance coverages; or
9.3.2 Within ten (10) calendar days if the default is failure to make full and timely
payments hereunder; or
9.3.3 Within twenty (20) calendar days if the default is in the performance of any
other obligation or conditions to be performed under the provisions of this Permit.
If a cure acceptable to the aggrieved party is promptly undertaken and diligently pursued and the
cure required cannot reasonably be completed within the foregoing time periods, the aggrieved party
may, upon timely request and proof of such mitigating circumstances by the defaulting party, extend
the period to cure by a reasonable time. In the event of multiple Incidents of Default, the cure periods
above shall be concurrent, not consecutive.
9.4 Notice of Termination/Right to Re-Enter If such noticed default(s) shall remain
uncured after the cure period specified, the aggrieved party may thereafter terminate
this Permit by delivery of written Notice of Termination to the defaulting party,
which notice shall be effective on the date delivered to the defaulting party.
9.5 Remedy not Exclusive The parties shall have such other rights and remedies as may
be provided for by law or in equity, including damages.
10.GENERAL PROVISIONS
10.1 Notices Except as expressly provided above, all notices required or authorized to be
given hereunder shall be in writing and shall be served upon the party addressed
thereto either by certified mail, return receipt requested, to such party at the address
appearing below (or at such other address as either party gives notice to the other
party in writing), or by personal service as provided for service of process in Rule
4, Colorado Rules of Civil Procedure, as amended.
County:
Director of Aviation
0233 E. Airport Road, Suite A
Aspen, Colorado 81611
Permittee:
Richard Collins
Bubba Air LLC, dba Aspen Air Charter
69 Airport Road
Aspen, Colorado 81611
With copies to:
Pitkin County Manager
530 E. Main St.
Aspen, CO 81611
Any such notice shall be deemed to have been delivered/received either: two (2)
business days after the same has been properly deposited in the United States mail,
with postage thereon fully prepaid, as aforesaid; or, on the date of personal service.
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10.2 Entire Agreement This Permit contains the entire agreement of the parties and there
have been no promises, representations, or agreements, either express or implied,
except as expressly set forth herein. Any and all prior agreements or understandings
between the parties are expressly agreed to have merged herein.
10.3 Severability The provisions of this Permit shall be severable and the invalidity of
any provision hereof shall not affect the validity of any other provision.
10.4 Modification This Permit may be modified, amended, or supplemented only by an
instrument in writing signed by the parties hereto.
10.5 Non-Waiver The failure of either party hereto to exercise any right or remedy
hereunder shall not be deemed a waiver thereof or a waiver of the right to exercise
the same at any future time, or the waiver of any other right or remedy hereunder.
No waiver by either party of any right or remedy hereunder shall be effective unless
in writing signed by the party.
10.6 No Presumption This Permit has been negotiated and agreed upon through the
mutual efforts of the parties hereto and these parties have been represented by legal
counsel (or have had the opportunity to obtain such representation); therefore, the
parties agree that no legal presumption arising from the identity of the party drafting
and producing this document is to be asserted or applied to the interpretation of any
of the terms of this document, or any exhibit attached hereto.
10.7 Relationship of Parties The parties hereto acknowledge and agree that the legal
relationship between them is that of County and Permittee and that this relationship
and the resultant occupancy and use of the Airport is not to be asserted to be or
construed to constitute any other type of legal relationship or entity, including a joint
venture or a legal partnership.
10.8 Attorney Fees If either party hereto shall incur legal fees, expenses, or costs and/or
shall commence legal action or institute legal proceedings to interpret, protect or
enforce any of the rights, remedies or responsibilities set forth hereunder, the party
prevailing in such legal action or proceedings shall be entitled to recover all of its
expenses, costs, and fees in connection therewith, including its reasonable attorney’s
fees.
10.9 Governing Law and Venue This Permit shall be governed by, and construed in
accordance with, the laws of the State of Colorado. Any action to enforce or interpret
this Permit shall be brought in the United States District Court for the District of
Colorado or in the Pitkin County District Court.
10.10 Effect of Permit This Permit shall be binding upon and shall inure to the benefit of
the parties hereto and their respective lawfully appointed successors and assigns.
10.11 Headings The section headings contained herein are for convenience in reference
and are not intended to define or limit the scope of this Permit.
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10.12 Limitation of Benefit This Permit does not create in or bestow upon any other
person or entity not a party hereto any rights or benefits. This Permit does not in any
way represent, nor should it be deemed to imply any standard of conduct to which
the parties expect to conform their operations in relation to any person or entity not
a party.
10.13 Capacity to Execute The County and Permittee each warrant and represent to one
another that this Permit constitutes the legal, valid, and binding obligation of that
party.
10.14 Time is of the Essence Any approval required by either party to this Permit shall
not be unreasonably withheld or delayed.
IN WITNESS WHEREOF, the parties have executed this License and Permit on the dates
indicated in Aspen, Pitkin County, Colorado.
COUNTY:
THE BOARD OF COUNTY COMMISSIONERS
PITKIN COUNTY, COLORADO.
PERMITTEE:
BUBBA AIR LLC, DBA ASPEN AIR
CHARTER COMPANY
By: Date:
Rich Englehart
By: Date
Interim Aviation Director Name:
Aspen/Pitkin County Airport
Title:
Bubba Air LLC, dba Aspen Air Charter
Company
ATTEST: (SEAL)
Secretary Date
Feb-23-2021
Richard Collins
Owner
Feb-23-2021
Feb-23-2021
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EXHIBIT 1
Aspen/Pitkin County Airport
COMMERCIAL AERONAUTICAL OPERATOR PERMIT
DEFINITIONS FOR USE IN AIRPORT LEASES, LICENSES AND PERMITS:
INTRODUCTION: So far as the County is able to determine, there is no single set of
standardized aviation terms available that define, for all relevant purposes, the various classes of
commercial aeronautical operators, the various types of Commercial Aeronautical Activities and
the various classification of land areas and building interiors that are used in providing air service.
For example, various distinctions are made between the size of aircraft, frequency and regularity
of flights and federal certificates required (e.g., scheduled Airline, commuter Airline, air taxi, air
charter). Some distinctions are even within the control of the operators (e.g., whether the operator
chooses to qualify as a Part 121 or as a Part 135).
For this reason, the definitions herein relate to the Aspen/Pitkin County Airport and are intended
to control only the legal relationships established in written agreements between the County, (the
Airport owner, operator, and FAA sponsor) and the commercial aeronautical operators at the
Airport.
To the extent that these definitions conflict with other definitions or distinctions, these definitions
shall control these legal relationships. To the extent that other state or federal definitions or
distinctions are not in conflict with these definitions, they may be used to supplement these
definitions.
1. Aeronautical Activity or Aeronautical Operation or Aeronautical Service. Any
activity, operation or service that involves, make possible, or is required for the flight of aircraft,
or that contributes to or is required for the safety thereof.
Activities, operations or services commonly conducted on airports that are deemed to be
Aeronautical Activities within this definition include, without limitation the following: the
provision of scheduled Airline service to the public; aircraft charter operations; aircraft rental;
aircraft management; pilot training; aerial sightseeing; aerial photography; aerial spraying; aerial
surveying; aircraft sales and service; sale of aviation fuel and oil whether or not conducted in
conjunction with other included activities; repair and maintenance of aircraft; sale of aircraft
parts; and any other activities, services or operations which, in the sole judgment of Pitkin
County, can, because of their direct relationship to the operation of aircraft, appropriately be
regarded as an aeronautical activity, operation or service.
Aeronautical activities are further defined as either:
a. Commercial Aeronautical Activities, which are aeronautical activities offered or
provided by a person or business entity to the public or to other aircraft owners,
18
pilots or operators with an intent to obtain compensation for the aeronautical activity
offered or provided; or
b. Non-Commercial Aeronautical Activities, which are aeronautical activities
conducted by aircraft owners, pilots, or operators by and for themselves without the intent
to obtain compensation for the aeronautical activity or operation conducted or service
provided; Non-Commercial Aeronautical Activities may be part of or in support of a
commercial venture, so long as the nature of the commerce is not a commercial
aeronautical activity.
2. Airport Agreement. A written document creating mutual rights and obligations
involving occupancy and use of the Airport that is signed by all parties, and approved by the
County (through its Board of County Commissioners) pursuant to state law and the Pitkin County
Home Rule Charter at a duly constituted public meeting.
Typically, Airport Agreements come in one of three forms:
a. A Lease is the Airport Agreement for the occupancy of Airport facilities of the
highest legal gravity. Typically, a lease is offered by the County to tenants that have
unique operational practices and requirements and is often characterized by long-term
(in excess of one year) exclusive use and/or involves financing of major capital
improvements.
b. A License is an Airport Agreement for the occupancy and use of Airport
facilities of lesser legal gravity than a lease. Typically, a license is the relationship
offered by the County for the occupancy of Airport facilities characterized by a short-
term (of up to one year) exclusive, shared, or non-exclusive use.
c. An Operating Permit is an Airport Agreement for the use of Airport facilities
and is often issued in connection with a lease or a license.
3. Airport. The Aspen/Pitkin County Airport (Sardy Field), Aspen, CO (ASE).
4. Airport Area Occupancy Designations.
a. Public Airfield Area. A term referring to the Airport Runway (15/33); Public
Airfield Facilities Taxiways and Taxilanes; and Public Airfield Facilities Ramp areas
(other than the ramp or apron areas to or for which the County has previously, or by
this Agreement, or may from time to time lease, assign or grant Exclusive or
Preferential Use); and any extensions additions to the above and any other space or
facilities produced by the County at the Airport and expressly so identified for public
and common use by aircraft operators in connection with the landing and taking off
of aircraft, or in connection with operations hereinafter authorized to be performed by
aircraft operators upon the aforesaid Runways, Taxiways, Taxilanes and Ramp areas;
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
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operators.
b. Airline Area or Airline End. A term referring to the southern half of the
Airport (approximately); that part of the Airport occupied and used primarily by
facilities for and operations of Scheduled Airlines (Parts 121 and 135) holding
Certificates of Public Necessity; the Airline Area is separated from the General
Aviation Area or General Aviation End of the Airport by a double yellow line at
approximately A-5 on the Taxiway.
c. General Aviation Area, GA Area or GA End. A term referring to the
northern half of the Airport (approximately); that part of the Airport occupied and
used primarily by facilities for and operations of general aviation, especially FBOs
and S-FBOs and their customers; the General Aviation Area is separated from the
Airline Area of the Airport by a double yellow line at approximately A-5 on the
Taxiway.
5. Airport Area Use Designations. All land areas, buildings, facilities, and improvements
on the Airport are designated as one of the following types of areas, with rights and obligations
as defined herein:
a. Common Areas. Those areas designated for use in common by certain
classifications of Airport lessees, licensees, and permittees; for example, the non-
secure waiting and circulation areas in the Airline Terminal.
b. Exclusive Areas. Those areas designed for exclusive use, to the exclusion of
others, by lessees or licensees. Exclusive areas may be shared by LLPs (Shared
Exclusive Areas), pursuant to written agreement between the parties subject to the
prior approval of the County.
If so provided in its Agreement with the County, an LLP may 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 LLP is not in default thereunder, subject
only to the terms and conditions set forth therein and the provisions of controlling law.
The grant by an Airport of an exclusive right to occupy or use real estate, which is
permitted by federal regulation under certain conditions, is distinguished from the
grant by an Airport of an exclusive right to conduct an aeronautical activity, which is
forbidden by federal regulation.
Exclusive Area also may mean that part of an Airport for which an Airline has agreed
in writing with the Airport to exercise exclusive security responsibility under an
airport security program.
c. Expansion Areas. Those areas designated by the County for future use for
expansion of aeronautical activities. The County reserves the right, in its sole discretion
(consistent with good Airport operational and management practices and the Airport
Master Plan) and without advance notice or compensation to any party, to limit or
20
regulate use or to lease as an exclusive area to third parties.
d. Government Areas. Those areas designated for use by the County or the FAA
for its operations; for example, the County Airport Operations Center (AOC), the FAA
Air Traffic Control Tower, and the runway light system.
e. Preferential Areas. Those areas designated by the County for use by LLPs on
a preferential basis; that is, use on a first-priority basis subject to certain conditions
including minimum use requirements and/or the County's right to withdraw the use or
to require shared use, pursuant to the County's obligation to provide reasonable access
to Airfield facilities to federally qualified operators. Preferential areas may also be
shared by parties with existing rights therein, pursuant to written agreement between
the parties and the County.
If so provided in its written Agreement with the County, an LLP may occupy and/or
use land area, buildings improvements and facilities solely and to the exclusion of
others for the term of this Permit, as long as the LLP is not in default thereunder, subject
only to the terms and conditions set forth therein, controlling law, and the right of the
County to withdraw from such Permit all or part of such land area, buildings,
improvements or facilities thereon, upon notice to the LLP, as provided in such Permit.
f. Public Airfield Areas (a/k/a Public Airfield Facilities). Those areas
designated for use by LLPs in common with other operators of aircraft 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 and loading passengers, baggage, freight, mail, supplies and
cargo to and from the aircraft, together with the right to use designated portions of the
ramps for delivery and pickup of freight, cargo, and mail by ground vehicles or other
means and the right to reasonable use for it or its contracted vehicles servicing aircraft,
and for the purpose of performing self-fueling and other ramp services.
LLPs shall be entitled to use the Public Airfield. Areas in common 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 which
they are made available for such use and compliance with the 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 Areas.
g. Public Areas. Technically, the entire Airport is public because it is owned and
operated by a government entity and was acquired, developed, and is operated largely
with public funds. However, public access to and use of this Public Airport is variously
limited, as described in these definitions, by the operation of federal, state, and local
statutes, case law, rules, regulations, and Agreements.
h. Reserved Areas. All those areas not otherwise expressly designated by the
County as defined hereinabove.
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i. Shared Exclusive Areas. Those areas designated for exclusive use by two or
more LLPS.
6. Airport Facilities Designations. Facilities is a catchall word, including buildings,
pavement and other improvements, equipment and any personal property not included in the
definitions of Buildings, Improvements and Equipment, describing materials to provide
services, or to support the provision of services, to aeronautical and airport-related uses.
a. Air Operations Area (AOA). The portion of the Airport within the security
perimeter fence designated for aeronautical activities only, especially the storage
(covered and uncovered; transient, short-term, and long-term) movement, servicing,
taking off and landing of aircraft.
b. Aircraft Parking Areas. The paved portions of the AOA identified and used
exclusively for the uncovered, non-temporary parking of aircraft and incidental
movement of Aircraft thereto and therefrom.
c. Aircraft Staging Areas. The paved portion of the AOA and the Airline and
General Aviation Areas identified and used for temporary parking of aircraft for the
purposes of loading, unloading, line service and incidental movement to or from
Aircraft Parking Areas.
d. Apron. The paved portion of the AOA around the outside perimeter of a
building or facility to a width of 15 feet.
e. ARFF. An acronym meaning Airport Rescue and Fire Fighting.
f. Building. A roofed, enclosed, heated, insulated non-temporary structure with
a foundation and utilities.
g. Equipment. Business or personal property used by a Commercial
Aeronautical Operator in the provision of Commercial Aeronautical Activities.
h. FFEI. An acronym that stands for furniture, trade fixtures, equipment, and
inventory, but includes all business and personal property that is not real estate that is
used by a Commercial Aeronautical Operator in revenue-producing activities
(excluding aircraft).
i. Fixtures. As distinguished from trade fixtures, fixtures are property used by a
Commercial Aeronautical Operator that are attached to real estate and are not intended
to be removed upon the end of a tenancy unless otherwise agreed by the parties.
j. GA Facilities. Public-use facilities on the Airport primarily to serve General
Aviation aircraft and passengers and S-FBOs, e.g. Aviation Fuel Farm, T-hangars, S-
FBO facility.
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k. Groundside Area (Groundside). The portion of the Airport outside the
security perimeter fence designated for non-aeronautical activities in support of the
Airport's aeronautical activities including, without limitation, passenger ticketing and
waiting, baggage, loading and pickup, motor vehicle circulation and parking, ground
transportation (rental cars, taxis, limousines, buses, and hotel/lodge/condo vans) and
non-aeronautical passenger services (food/beverage, gifts, telephones).
l. Hangar. An enclosed structure designed and used for the storage of Aircraft
and items necessarily incident to aeronautical operations.
m. Improvements. The products of the expenditure of funds relating to real estate
that are not Buildings or Facilities including, without limitation, pavement, utilities,
and drainage structures.
n. Public Airfield Facilities. The paved portion of the AOA excepted from the
areas leased to the Airlines and the FBO(s) consisting of the runways, taxiways and
designated taxilanes.
o. Ramp. The paved portion of the AOA identified and used exclusively for the
staging, storage and incidental movement of aircraft including Aircraft Parking Areas
and Aircraft Circulation and Staging Areas.
p. Runways. The paved portions of the AOA and the Public Airfield Facilities
identified and used exclusively by aircraft for taking off and landing and taxiing
immediately before and immediately after takeoffs and landings.
q. Security Identification Display Area, (SIDA) . That part of the AOA that is
reserved exclusively for use by Airlines and requires a security clearance for
unescorted access by persons and vehicles.
r. Taxilanes. The paved portion of the AOA identified and used exclusively for
the movement of aircraft to and from the Public Airfield Facility Taxiways from the
Airline and General Aviation Areas and for internal circulation of aircraft within those
areas.
s. Taxiways. The paved portion of the AOA and Public Airfield Facilities
identified and used exclusively for the movement of aircraft to and from the Runways
from the Airline and GA Areas.
t. Terminals. Buildings identified on the Airport Master Plan, as amended, for
use in Airline and General Aviation commercial operations as the connecting point
between the Groundside and the AOA between aircraft and passengers; includes all
vertical walls and openings.
u. Trade Fixtures. Business or personal property used by a Commercial
Aeronautical Operator that is attached to real estate but is intended to be removed upon
the end of a tenancy unless otherwise agreed by the parties.
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v. Turnoffs. The paved portions of the AOA and the Public Airfield Facilities
identified and used exclusively by aircraft for transition between the runways and the
taxiways.
7. Airport Rescue and Firefighting. See ARFF, above.
8. Airport Revenue Bonds. Financial lending instruments that are the product of a
process to finance redevelopment, development, and capital improvements on the
Airport by the issuance of municipal bonds (usually tax-free) that are repaid from and
secured by Airport revenues. As part of a Bond issue, the Airport makes certain
representations with respect to the management, operation, and financing of the
Airport (official Statement) and undertakes certain responsibilities (Bond Covenants).
9. Airline. A Commercial Aeronautical Operator holding an operating certificate issued
by the Federal Aviation Administration (FAA) of the U.S. Department of
Transportation, pursuant to Federal Air Regulation (FAR) Part 121 or Part 135, and
operating under a published or non-published schedule, pursuant to a Certificate of
Public Necessity.
10. Airline Designations.
a. Non-Signatory Airline. An Airline that does not qualify (or has not yet
qualified) as a Signatory Airline, but that occupies and uses the Airport Airline
Terminal and associate land areas and facilities pursuant to a written Agreement with
the County.
b. Requesting Airline. An Airline that is qualified to request occupancy and use
of the Airport Airline Terminal and associated land areas and facilities by having filed
a complete application under the Airport's then-current Airline Terminal Access and
Space Allocation Policy.
c. Signatory Airline. An Airline that meets the following minimum
requirements:
i. Has entered into a written Lease and Use Permit with the County, with
a term of at least one year, for the occupancy and use of the Airport
Airline Terminal and associated land areas and facilities; and
ii. Undertakes to provide and does provide scheduled Airline service of
at least one flight daily on a year-around basis, and/or on a multi-
seasonal basis; and
iii. Agrees to pay Airport rents, fees, and charges on a compensatory basis;
and
iv. Has, in the sole discretion of the County, operated satisfactorily (e.g.,
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with no defaults or notices of non-compliance) under a County Lease
for at least one full Operations Year (January - December), or has
provided extraordinary performance security in support of the
obligations of a Signatory Airline.
11. Airport Master Plan. The planning document that is commonly referred-to as the
Airport Master Plan is in fact two separate Master Plans, as follows:
a. Airport FAA Master Plan. The Airport Master Plan adopted by the County
pursuant to federal regulations and procedures as a pre-requisite to federal funding of
Airport improvements.
12. Airport LLPs or ALLPs. An acronym meaning Airport Lessees, Licensees and
Permittees. Those persons or business entities holding current written Agreements
with the County (variously structured as leases, licenses or operating permits, or
combinations thereof) to conduct commercial operations at or from the Airport.
13. Air Taxi/Charter. An Air Carrier certificate holder licensed by the FAA to provide
air transportation (Persons or property) to the public for hire, under Part 135 of the
Federal Aviation Regulations, and on a scheduled, nonscheduled, or on-demand basis
as defined in the Federal Aviation Act of 1958, or as said Act may be supplemented
or amended from time to time. These Part 135 operators may be divided into two
classes:
a. Carriage in air commerce of Persons or property for compensation or hire in
Aircraft having a maximum seating capacity of thirty (30) passenger seats or
less or maximum payload of less than seven thousand five hundred (7,500)
pounds, where such carriage does not require the issuance of a Certificate of
Public Convenience and Necessity from the U.S. Department of 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 thirty (30) passenger seats or less or a
maximum payload capacity of seven thousand five hundred (7,500) pounds or
less, and operating a frequency of no more than four round trips per week on at
least one route between two or more points, according to published schedule
specifying time, days of week, and places, where such carriage does not require
the issuance of a Certificate of Public Convenience and Necessity from the U.S.
Department of Transportation.
14. “Commercial Aeronautical Activity” or “Commercial Aeronautical Service” An
Aeronautical Activity or Aeronautical Service that is provided by a Commercial
Aeronautical Operator for direct or indirect compensation or consideration of any kind
whatsoever including, without limitation, trade, or promotional/marketing purposes.
15. Commercial Aeronautical Operator. A Person or Business entity engaging in a
Commercial Aeronautical Activity or Commercial Aeronautical Service as those
terms are defined in Division II of Title 10 of the Pitkin County Code.
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16. Commercial Floor Area. As further defined in the Pitkin County Land Use Code, as
amended, Commercial Floor Area is interior habitable space, used or designed for
commercial purposes, which has growth impacts (employees, traffic generation,
consumption of utilities, etc.).
17. Commercial Operator. A Person who, for compensation or hire, engages in the
carriage by Aircraft in air commerce of Persons or property, other than as an Air
Carrier or foreign Air Carrier or under the authority of FAR Part 375. Where it is
doubtful that an operation is for “compensation or hire,” the test applied is whether
the carriage by air is merely incidental to the Person’s other Business or is, in itself, a
major enterprise for profit.
18. County. Pitkin County, a home-rule County organized under the laws of the State of
Colorado, as represented by its duly elected Board of County Commissioners (BOCC).
By law, the County may only bind itself (by Motion, Resolution, or ordinance)
pursuant to a formal vote at a duly constituted public meeting.
19. County Representative. The BOCC may be represented in matters affecting the
Airport by its designee, the County Manager, or the County Manager's designee, the
Director of Aviation, or the Director of Aviation's designee, as indicated in writing.
20. Date of Beneficial Occupancy (DBO). A date specified by the County on which an
Airport LLP begins revenue-producing activities at or from the Airport. For newly
constructed facilities, the DBO occurs after Substantial Completion and may be on or
after the issuance of a Certificate of Occupancy.
21. Director of Aviation. The County Representative for purposes of operational and
administrative decisions at the Airport.
22. Emergency. A situation or set of circumstances involving the Airport that presents
existing or imminent threat of substantial harm to life or property. An emergency may
be apparent or declared by the Director of Aviation or his designees or, in his absence,
by authorized ARFF, fire, emergency response or law enforcement personnel.
23. Enterprise Fund. An accounting device and financing process whereby all Airport
revenues and expenses are considered as one fund and not commingled with other
County revenues and expenses. The Airport has adopted the Enterprise Fund concept
in part to come into compliance with FAA Grant requirements that the Airport charge
sufficient revenues to be self-sustaining and that all Airport revenues be used for
Airport-related purposes.
24. Environmental Quality Improvement Plan (EQIP). A written plan incorporated
into an Airport Agreement, that identifies existing and potential environmental
hazards and plans for the reduction or elimination of environmental degradation
caused by operations arising from the occupancy and use of Airport facilities pursuant
to the Agreement.
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25. Equitable Adjustment. A temporary or permanent adjustment in the revenue and/or
the expense structure of an Airport lease, license or permit that is negotiated by the
parties thereto in response to some future change in circumstances specified in the
lease, license, or permit. An Equitable Adjustment may provide for a net decrease in
the rent, Monthly Percentage Fee, or charges owed to the Airport by the LLP and/or a
decrease in the obligations of the LLP. An Equitable Adjustment is to be the minimum
adjustment that is commercially reasonable to respond to the change in circumstances.
26. Exclusive Right. A power, privilege or other right excluding or declaring another
from enjoying or exercising a like power, privilege, or right. An exclusive right may
be conferred either by express agreement, by imposition of unreasonable standards or
requirements, or by any other means. Such a right conferred on one or more parties,
but excluding others from enjoying or exercising a similar right or rights, would be an
exclusive right.
The grant by an Airport of an exclusive right to conduct an aeronautical activity, which
is forbidden by federal regulation, is distinguished from the grant by an Airport of an
exclusive right to occupy or use real estate, which is permitted by federal regulation
under certain conditions.
27. FAA. Federal Aviation Administration, Department of Transportation, United States
Government.
28. FAA Facilities. Those facilities leased, constructed, used, or occupied by the FAA,
including the FAA ATC Tower, ATCRBS Bank Building and related facilities.
29. FAA Grant Agreements. The written agreements between the County and the FAA,
issued by the FAA and accepted by the County as conditions of receipt of federal
airport redevelopment and development funding, that set forth certain contractual
obligations of the County to FAA with regard to the planning, financing, and operation
of the Airport.
30. FAR. A Federal Aviation Regulation promulgated by the FAA.
31. 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.
32. Fixed Base Operator (FBO). As more fully defined in Airport’s Minimum Standards,
a Commercial Aeronautical operator that maintains facilities at an airport for the
purpose of:
a. engaging in the retail sale of aviation fuels primarily to purchasers other than
(1) scheduled or supplemental Airlines, or (2) the Department of Defense; and
b. performing the minimum aggregation and level of the following aeronautical
activities and/or services: retail fuel sales, maintenance, servicing, parking, tie-down
and storage.
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An Operator that provides at least the minimum required aggregation and level of
facilities, activities, and services, including the retail sale of aviation fuel, is classified
as a full-service Fixed Base Operator (FBO); an Operator that provides less than the
minimum required aggregation of facilities, activities and services and does not
provide the retail sale of aviation fuel, is classified as a Specialized Fixed Base
operator (S-FBO).
33. Fueling Operation(s) The receipt, storage, or delivery of Fuel for Aircraft at the
Airport.
34. General Aviation (GA). The classification of Airport uses involving either non-
aeronautical commercial aircraft and uses, or aeronautical commercial aircraft and
uses under FAR Part 91 and 135 that do not provide scheduled service or require an
FAA Certificate of Public Necessity.
35. Gross Sales. The total amount of monies paid to, or earned by, Permittee at, or from
the Airport, in its performance of this Permit from transactions on, from or through
the Airport and for all other services and activities performed by Permittee in, at, upon,
from or through the Airport in connection with its Air Taxi/Charter business. Gross
Sales to the Permittee shall be deemed received at the time the sale or service
transaction occurs giving rise to Permittee’s right to collect said monies, regardless of
whether said transaction was conducted in person, by telephone, electronically, by
mail or by any other method of information transmission, whether the transaction was
for cash or credit, and of for credit, regardless of whether the Permittee ultimately
collects the monies owed for said transaction from the customer involved. Any gross
sales included in the formula for determining Monthly Percentage Fees owed the
County and determined by Permittee at a later date to be uncollectible shall not offset
future Monthly Percentage Fees owed the County.
36. Permit Year. A Permit Year shall be as specified in an Airport Agreement or, if not
specified, a calendar year commencing on January 1.
37. Permittee. The Commercial Aeronautical Operator named on the signature page as
executing this Permit.
38. Permit. This Commercial Aeronautical Operator Permit between County and
Permittee, as the same may be amended, modified, or altered from time to time
pursuant to the terms hereof.
39. Person. An individual, firm, partnership, corporation, company, association, joint-
stock association, or governmental entity. It includes a trustee, receiver, assignee, or
similar representative of any of them.
40. Premises. Certain identified Airport land areas, buildings, and facilities, collectively,
that are occupied and used by a Permittee pursuant to an Agreement with the County
or Fixed Base Operator.
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41. Procurement Action. An administrative process, undertaken by the County pursuant
to its then-current Procurement Code, for the public solicitation and competitive
selection of a provider of goods or services to or through the County.
42. Repair and Replacement. The procedures necessary to correct damage to any
fixtures, trade fixtures or equipment caused by casualty or passage of time, in order
to return such damaged items to the same condition as when initially installed and/or
constructed, ordinary wear and tear excepted. All repairs made shall be at least equal
in quality to the original improvements constructed.
43. Retail Fuel Sales. The conduct of Fueling Operations by a Person for money or other
valuable consideration (present, past, or future) including services of any kind
whatsoever.
44. AS-FBO Facility. A separate building containing separate aircraft hangars, staging,
and parking areas, and supporting administrative, reception and storage areas for the
operation of S- FBOs.
45. Self-Fueling Operations. The conduct of Fueling operations by a Person for its own
Aircraft, using its own equipment and by its own employees.
46. Signatory Airport Operators. General Aviation Commercial Aeronautical
Operators holding valid, then-current written leases, licenses or permits from the
County to conduct and/or provide Aeronautical Activities or Services.
47. Specialized Fixed-Base Operator or S-FBO. As more fully defined in the Minimum
Standards, a Commercial Aeronautical Operator that is permitted by the County to
provide one or more Aeronautical Activities or Services at or from the Airport, but
fewer than the minimum aggregation of facilities, activities and services required to
be qualified as an FBO.
An Operator that provides at least the minimum required aggregation and level of
facilities, activities, and services, including the retail sale of aviation fuel, is classified
as a full-service Fixed Base Operator (FBO); an Operator that provides less than the
minimum required aggregation of facilities, activities and services and does not
provide the retail sale of aviation fuel, is classified as a Specialized Fixed Base
Operator (S-FBO).
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EXHIBIT 2
Aspen/Pitkin County Airport
Commercial Aeronautical Operator Permit
Bubba Air, LLC dba Aspen Air Charter Company
ENVIRONMENTAL QUALITY IMPROVEMENT PLAN (“EQIP”).
With respect to the Permit between the County and Permittee, the EQIP for Permittee shall have
the following elements, consistent with federal law, the County’s statutory and contractual
obligations to the Federal Aviation Administration, and Title X of the County Code:
1. Air Pollution. Permittee shall take the following steps to reduce particulates and
emissions (including, without limitation, CO, CO² CFCs and PM-10):
a. None at this time.
2. Water Pollution and Conservation. Airline shall take the following steps to reduce actual
or possible water pollution and to conserve water usage:
a. Comply with the Airport's adopted drainage and Storm Water Management
Plan
b. Identify and Comply with fuel spill procedures as required by applicable law
3. Noise Pollution. Permittee shall take the following steps to reduce the impact of noise on
the Airport and the surrounding residential and commercial communities:
a. Aircraft noise abatement procedures, as provided in Title X
b. Allowed hours of operation, as provided in Title X
4. Solid Waste Management. Permittee shall take the following steps to reduce the present
and possible future impacts of solid wastes:
a. Recycling
i. Avoidance of purchases with excessive packaging
ii. Re-use of materials whenever possible
iii. Purchase of recyclable material
iv. Recycling of all recyclable materials
v. Handling, storage, and disposal of hazardous materials
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5. Fuel and Energy Conservation. Permittee shall take the following steps to conserve fuel
and energy in its operations:
a. Reduction in aircraft and motor vehicle traffic congestion
b. Avoidance of excessive consumption of fuel
c. Avoidance of fuel transfer and storage loss
d. Limitation on aircraft idling, as provided in Title X
N.B.: The County acknowledges that the above-listed elements are organized as a matter of
convenience and that a number of operational practices have impacts in multiple elements, e.g.,
a decrease in motor vehicle traffic congestion could decrease air pollution, the risk of water
pollution, the risk of handling hazardous materials and the excessive use of fuel.
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EXHIBIT 3
Aspen/Pitkin County Airport
Commercial Aeronautical Operator Permit
Bubba Air, LLC dba Aspen Air Charter Company
COUNTY LICENSE/PERMIT MINIMUM INSURANCE REQUIREMENTS:
1. Forms, limits, deductibles, and endorsements.
a. Statutory Worker's Compensation: Colorado statutory minimums and Employers
Liability insurance with limits of no less than $1,000,000 per accident for bodily
injury or disease. Where allowed, a Waiver of Subrogation in favor of Aspen/Pitkin
County Airport will apply.
b. Liability:
1) Liability Insurance shall be maintained by Permittee for the term of this
Agreement. Coverage shall include, but not be limited to, Premises and
Operations, Products and completed Operations Coverage and Aircraft
Liability, and Terrorism or War Risk (to the extent available from, or
subsidized by, the federal government.) Coverage shall be applicable to
the operation of all Permittee’s mobile and ground equipment at the
airport. The limits of coverage shall not be less than:
Aircraft with over on hundred (100) seats:
Bodily and Personal Injury $200,000,000 Combined Single Limit and
Property Damage Liability – Each Occurrence
Aircraft with seventy-five (75) to one hundred (100) seats: Bodily and
Personal Injury $150,000,000 Combined Single Limit and Property
Damage Liability – Each Occurrence
Aircraft with fifty (50) to seventy-five (75) seats: Bodily and
Personal Injury $100,000,000 Combined Single Limit and
Property Damage Liability – Each Occurrence
Aircraft with less than fifty (50) seats:
Bodily and Personal Injury $50,000,000 Combined Single Limit and
Property Damage Liability – Each Occurrence
2) Maximum Deductible: $10,000 each loss.
3) Endorsements:
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X Comprehensive Form (All risks)
X Premises/Operations
X Underground, Explosion & Collapse Hazard
X Products/Completed Operations
X Contractual (Hold Harmless Coverage)
X Independent Contractors and Subcontractors**
X Property Damage
X Personal Injury
Pollution and Environmental Hazard
**Permittee agrees to require that any contractor/subcontractor enlisted by Permittee
at the Aspen/Pitkin County Airport list “Pitkin County”, Aspen/Pitkin County Airport,
and its officers, employees, and elected officials as additional insureds “as their
interests may appear" on its Certificate of Insurance and that these
contractors/subcontractors will be obligated to provide the same insurances as outlined
herein.
c. Property Insurance
1) Building Contents: Replacement Value
d. Commercial Automobile Liability Insurance
1) Bodily Injury/Property Damage, Combined Single Limit: $5,000,000
2) Endorsements:
X Any Auto
X All Owned Autos
X Hired Autos
X Non-Owned Autos
e. Special Coverages (limits, conditions, deductibles, and endorsements to be
determined by separate agreements of County and Permittee):
X (a) Any coverage required by lenders
X (b) Performance Bond
Permittee will list Pitkin County, Aspen/Pitkin County Airport, and its officers, employees,
and elected officials as Additional Insureds on the referenced liability policies as their
interests may appear.
2. Certificates of Insurance. To provide evidence of the required insurance coverages, copies
of Certificates of Insurance in a form acceptable to the County, and copies of related
endorsements, shall be filed with the County (through the Director of Aviation and to the
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Department of Risk Management) no later than ten (10) calendar days prior to
commencement of operations at, to or from the Airport, and within 30 days upon renewal or
replacement of any policy. Failure to file or maintain acceptable Certificates of Insurance
with the County is agreed to be a material breach of any lease, license or permit and grounds
for termination thereof.
These Certificates of Insurance shall contain a provision that coverage afforded under
the policies will not be canceled or adversely materially altered unless at least thirty (30)
calendar days, except ten (10) calendar days as respects non-payment of premium,
written notice.
3. Miscellaneous. The policies of insurance described above shall:
a. Be on a primary basis, non-contributory with any other insurance coverages
and/or self-insurance carried by the County.
b. Include a Waiver of Subrogation Clause.
Include a Separation of Insureds Clause (Cross Liability).