HomeMy WebLinkAboutbocc.con.223.22 - BOCC AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, AUTHORIZING THE CHAIR TO SIGN A LEASE
AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS AND UNITED AIRLINES , INC. FOR OPERATION AT THE ASPEN/PITKIN COUNTY AIRPORT/SARDY FIELD
ORDINANCE NO. 032-2022
RECITALS
WHEREAS, Pursuant to 30-35-301 C.R.S., the Board of County Commissioners (“BOCC”) of
Pitkin County, Colorado a Home Rule County is authorized to make and publish ordinances for carrying into effect or discharging the powers and duties conferred upon such counties by law and as seems necessary, and;
WHEREAS, Pursuant to Section 2.8.1 of the Home Rule Charter (“HRC”), the BOCC is
authorized to take official action by Ordinance for certain matters where action is prescribed pursuant to the Colorado Revised Statutes as amended, and;
WHEREAS, Pitkin County, a Colorado Home Rule County, through the Board of County
Commissioners is the owner, sponsor and operator of the Aspen Pitkin County Airport (“the
Airport”) located in the vicinity of Aspen, Colorado, and has the authority to regulate commercial activities and to lease and license space at the Airport, 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 10 of the Pitkin County Code, as amended and Section 8.7 of the Pitkin County Home Rule Charter, and;
WHEREAS, United Airlines, Inc., (“the Airline”) is in the business of providing scheduled airline service pursuant to an operating certificate issued by the Federal Aviation Administration under FAR Par 121 or Par 135, and has requested permission to provide such service to and from the Airport and has established its right to access to and occupancy and use of the Airport
property as a Signatory Airline by compliance with certain standards and obligations, and;
WHEREAS, the lease agreement with the Airline outlining the provisions for operations at the Airport and the use of certain facilities is due for renewal, and;
WHEREAS, the Airline has communicated its desire to renew the lease agreement to commence
on October 1, 2022, with minor modifications related to insurance requirements, updated terminology definitions, and the inclusion of the current year rates and charges, and;
WHEREAS, the BOCC has determined that to maintain a formal lease agreement with the
Airline is an important business component to the ongoing operations of the airport facility and
will provide greater assurances of both financial sustainability and space/asset management, and;
Contract No. 223-2022
Attached
WHEREAS, The BOCC and the Airline have agreed upon a term of the proposed lease agreement for a period of three (3) years with an automatic renewal for two (2) successive years
unless either party delivers notice to the other, not less than thirty (30) days prior to the end of
the initial term or any renewal term, of such party’s intent not to enter into such renewal term, and;
WHEREAS, The BOCC finds that adoption of this ordinance is in the best interest of the citizens
of and the visitors to Pitkin County.
NOW, THEREFORE, BE IT ORDAINED by the Board of County Commissioners of Pitkin
County, Colorado that it hereby adopts an Ordinance Authorizing the Chair to Sign a Lease
Agreement (Attached hereto as Exhibit A) Between the Board of County Commissioners and
United Airlines, Inc. for Operation at the Aspen/Pitkin County Airport/Sardy Field, and
authorizes the Chair or the Chair’s designee to sign the Ordinance and upon the satisfaction of
the County Attorney as to form, execute any other associated documents necessary to complete
this matter.
INTRODUCED AND FIRST READ ON THE 22ND DAY OF JUNE, 2022 AND SET FOR SECOND READING AND PUBLIC HEARING ON THE 13TH DAY OF JULY 2022.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE ORDINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 30TH DAY OF JUNE, 2022.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED
ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com ) ON THE 30TH DAY OF JUNE 2022.
ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 13TH DAY OF
JULY 2022.
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com ) ON THE 14TH DAY OF JULY, 2022.
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE 21ST DAY OF JULY, 2022.
ATTEST: BOARD OF COUNTY COMMISSIONERS
By _________________________ By: _____________________________
Julia Ely Patti Clapper, Chair Deputy County Clerk Date: ______________
APPROVED AS TO FORM: MANAGER APPROVAL
___________________________ _________________________________
John Ely, County Attorney Phylis Mattice for Jon Peacock, County Manager
Form Revised 01-01-2022
Jul-14-2022
LEASE AND USE AGREEMENT
Aspen/Pitkin County Airport
(Signatory Airline)
October 1, 2022
Lessor/Permittor: BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO
530 East Main Street, Third Floor
Aspen, Colorado 81611
(970)920-5190 (Phone)
(970) 920-5198 (Fax)
Lessee/Permittee:UNITED AIRLINES, INC.
233 S. Wacker Drive, 11th Floor HDQOU
Chicago, Illinois 60606
(872)825-8371 (Phone)
Contract No. 223-2022
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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 FACILITIES................................................................................................3
2.1 Demise of Premises .............................................................................................................3
2.2 Acceptance of Premises.......................................................................................................3
2.3 Additional Premises and/or Uses.........................................................................................3
2.4 Additional Airport Fixtures and Equipment ........................................................................3
2.5 County’s Reserved Rights ...................................................................................................4
2.6 Air Carrier Accommodation ................................................................................................5
3.TERM .............................................................................................................................................6
3.1 Initial Term ..........................................................................................................................6
3.2 Renewal Terms ....................................................................................................................6
3.3 Holding Over .......................................................................................................................6
3.4 Early Termination................................................................................................................6
4.FINANCIAL OBLIGATIONS OF AIRLINE.............................................................................6
4.1 Rent, Fees and Charges........................................................................................................6
4.2 Terms and Conditions of Payments .....................................................................................7
4.3 Payment of Taxes ................................................................................................................7
4.4 Financial Security for all Airline Operations.......................................................................7
5.OTHER OBLIGATIONS OF AIRLINE.....................................................................................8
5.1 Operations............................................................................................................................8
5.2 Physical Security for Premises ............................................................................................8
5.3 Environmental Quality Improvement Plan (EQIP).............................................................9
5.4 Reports.................................................................................................................................9
5.5 Cleaning, Maintenance and Repair and Replacement .......................................................10
5.6 Utilities ..............................................................................................................................10
5.7 Snow Removal...................................................................................................................10
5.8 Trademarks, Trade Names.................................................................................................10
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5.9 Airline Performance Standards..........................................................................................10
5.10 Signs ..................................................................................................................................11
5.11 Installations/Additions/Alterations/Improvements............................................................11
5.12 Waste .................................................................................................................................11
5.13 Liens/Claims ......................................................................................................................11
5.14 County Pro-Competition Policy ........................................................................................11
5.15 Assignment and Operations for Other Airlines .................................................................11
6.INDEMNITY AND INSURANCE .............................................................................................12
6.1 Airline Indemnity...............................................................................................................12
6.2 Airline Insurance ...............................................................................................................12
6.3 County Insurance ...............................................................................................................13
7.OBLIGATIONS OF COUNTY ..................................................................................................13
7.1 Operation of Airport ..........................................................................................................13
7.2 Utilities ..............................................................................................................................13
7.3 Snow Removal...................................................................................................................13
7.4 Maintenance, Cleaning and Repair....................................................................................13
7.5 Quiet Enjoyment................................................................................................................14
8.OTHER AGREEMENTS ...........................................................................................................14
8.1 Coordination with Others ..................................................................................................14
8.2 Subjections, Exceptions and Reservations ........................................................................14
8.3 Airport Master Planning and Land Use Planning..............................................................14
8.4 Compliance with Applicable Laws and Regulations.........................................................14
9.DEFAULT/TERMINATION/SURRENDER............................................................................15
9.1 Events of Default ...............................................................................................................15
9.2 Notice of Default ...............................................................................................................15
9.3 Right to Cure......................................................................................................................15
9.4 Notice of Termination/Right to Re-Enter ..........................................................................16
9.5 Remedy not Exclusive .......................................................................................................16
9.6 Surrender............................................................................................................................16
10.GENERAL PROVISIONS..........................................................................................................16
10.1 Notices ...............................................................................................................................16
10.2 Entire Agreement...............................................................................................................17
10.3 Severability ........................................................................................................................17
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10.4 Modification ......................................................................................................................17
10.5 Non-Waiver .......................................................................................................................17
10.6 No Presumption .................................................................................................................17
10.7 Relationship of Parties.......................................................................................................17
10.8 Attorney Fees.....................................................................................................................17
10.9 Governing Law and Venue................................................................................................17
10.10 Effect of Lease...................................................................................................................17
10.11 Headings ............................................................................................................................17
10.12 Time of Essence.................................................................................................................17
10.13 Limitation of Benefit .........................................................................................................18
10.14 Capacity to Execute ...........................................................................................................18
10.15 Most Favored Nations Clause............................................................................................18
LIST OF EXHIBITS
Exhibit 1 Definitions for Use in Airport Leases, Licenses and Permits
Exhibit 2 Preferential Use Areas and Facilities; Standards and Procedures
Exhibit 3 Airline Leased Space
Exhibit 4 Rate Calculations
Exhibit 5 Environmental Quality Improvement Plan (“EQIP”)
Exhibit 6 Cleaning, Maintenance and Repair of Premises and Maintenance, Repair and Replacement of
Fixtures and Equipment
Exhibit 7 County License/Permit Minimum Insurance Requirements
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LEASE AND USE AGREEMENT
Aspen/Pitkin County Airport
(Signatory Airline)
THIS LEASE AND USE AGREEMENT, made effective as of _______________, 2022, is
by and between the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY,
COLORADO (the "County"), a Colorado home-rule County, as Lessor/Permittor, and UNITED
AIRLINES, Inc., (the “Airline”) as Lessee/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 passenger 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 Airline is in the business of providing scheduled airline service pursuant to an operating
certificate issued by FAA under FAR Part 121 or Part 135, and has requested permission to provide such
service to and from the Airport and has established its right to access to and occupancy and use of Airport
property as a Signatory Airline by compliance with certain standards and obligations; and
In support of the provision of such airline service, the parties desire to enter into a Lease and Use
Agreement for the occupancy and use of the Airport by the Airline.
Jul-26-2022
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AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
contained herein, the County and Airline do mutually undertake and agree as follows:
1.INTENT AND INCORPORATION
1.1 Intent It is the intent of the parties hereto that this Lease and Use Agreement (the
“Agreement”) is to establish, define and control the relationship of the parties in the occupancy and
use of the Passenger Terminal and related Airport land areas and facilities in the provision of airline
service from and to 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 Agreement or in the annexed Exhibit l.
1.2.2 As defined by the Federal Aviation Administration (“FAA”), through its enabling
legislation and Federal Aviation Regulations (“FAR’s”), found at Title 14 of the Code of Federal
Regulations, and as defined by the Transportation Security Administration (“TSA”), through its enabling
legislation and Transportation Security Regulations (“TSR’s”), found at 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 herein are incorporated herein in
their entirety by those references or this reference.
1.3.1 Lettered Exhibits (e.g., “3A”) are maps (either sketch or scale) of the Passenger
Terminal interior and airside and groundside areas. The County and Airline acknowledge that such
Lettered Exhibits may not be drawn to scale and shall be replaced, upon the mutual agreement of the
parties, at such time as scale drawings based on actual survey data become available.
1.3.2 Numbered Exhibits (e.g. “1”) contain text to be incorporated by reference and are
identified as follows:
1.Airport Definitions
2.Preferential Use Areas and Facilities; Standards and Procedures
3.Current Premises
4.Current Rates and Charges
5.Environmental Quality Improvement Plan (“EQIP”)
6.Cleaning, Maintenance and Repair of Premises, and Maintenance, Repair
and Replacement of Fixtures and Equipment
7.Minimum Insurance Requirements
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2.USE OF AIRPORT FACILITIES
2.1 Demise of Premises The County hereby grants to Airline, and Airline hereby accepts,
the right to occupy and use certain Airport land areas, facilities, fixtures and equipment described
herein below (the "Premises"), and depicted on Exhibit 3A (Passenger Terminal Facility Plan), subject
to the terms and conditions of this Agreement, as follows:
2.1.1 Public Airfield Facilities. As defined in Exhibit 1.
2.1.2 Passenger Terminal. As provided in Exhibits 1 and 3. The Premises, Fixtures
and Equipment described in Exhibit 3 may be modified from time to time during the term of this
Agreement, by an amended Exhibit 3 agreed to by the County and Airline, and duly executed by
authorized representatives of the County and Airline.
2.1.3 Passenger Terminal SIDA. As provided in Exhibits 1 and 3. The Premises,
Fixtures and Equipment described in Exhibit 3 may be modified from time to time during the term of
this Agreement, by an amended Exhibit 3 agreed to by the County and Airline, and duly executed by
authorized representatives of the County and Airline.
2.1.4 Licenses and Easements.
2.1.4.1 Airline is granted such non-exclusive licenses for access to and
from the Premises, as designated by the County and as are reasonably necessary, in the discretion of
the County, for the safe and efficient use of the Premises.
2.1.4.2 County reserves such non-exclusive licenses in, on and through
the Premises for use by County or other tenants, as designated by the County and as are reasonably
necessary, in the discretion of the County, for safe and efficient Airport operation. Pursuant hereto,
the County hereby reserves, for use by all Airlines, easements and licenses to use the south door behind
the ticketing counter and to cross all Operations Areas and Bag rooms, to transport oversize baggage
items that will not safely travel on the ticketing/departure baggage conveyor to the conveyor belt
between Bag rooms E and F.
2.1.5 Employee Parking Lot. The non-exclusive right to use the employee parking
lot, the location of which may be determined by the county from time-to-time, in common with other
similarly classified entities, and subject to fees, requirements and regulations as are or may be
established by the airport parking operator.
2.2 Acceptance of Premises Airline acknowledges that Airline has inspected (or has had
the opportunity to inspect) the Airport, the Passenger Terminal and Premises and agrees that they are
fit for Airlines’ use and enjoyment, and are accepted and will be occupied hereunder on an "as is" basis.
2.3 Additional Premises and/or Uses If, during the term of this Agreement, additional
Premises are made available for occupancy and use by Airline, or additional uses of the Premises are
permitted, Airline and County shall, prior to such occupancy and use, negotiate in good faith and agree
on the additional fees and charges to be paid by Airline for such occupancy and/or use.
2.4 Additional Airport Fixtures and Equipment If, during the term of this Agreement,
additional fixtures and/or equipment are made available for use by Airline, Airline and County shall,
prior to such use, negotiate in good faith and agree on the additional fees and charges to be paid by
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Airline for the use of such fixtures and/or equipment.
2.5 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 Airline:
2.5.1 The right unilaterally to change, during the term of this Agreement, the rights and
obligations of Airline in areas designated as "Preferential Use Areas" herein by the standards and process
set forth in Exhibit 2.
2.5.2 The right to unimpeded access over and across the land areas of the Premises;
provided, that County shall not, in the exercise of this reserved right, unreasonably interfere with or impair
Airline’s rights hereunder or its use or operation of such areas. County also reserves the right to enter into
the buildings and other improvements of the Premises, including Exclusive Use areas, 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.
2.5.3 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 Premises, together with the right to cause in said air space such
noise as may be inherent in the operation of aircraft utilizing the Airport.
2.5.4 The right to protect the aerial approaches of the Airport against obstruction,
including the right to prohibit Airline from erecting, or permitting to be erected, any building or other
structure on the Premises, which has been determined by the Federal Aviation Administration pursuant to
14 C.F.R. Part 77 to constitute a hazard to air navigation.
2.5.5 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 Lease shall be suspended insofar as such provisions may be inconsistent with the provisions of the
lease to the United States.
2.5.6 The right to direct all activities of Airline at the Airport in the event of an
emergency.
2.5.7 The right to subordinate the provisions of this Lease 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
Lease/License/Permit so as to remove any material inconsistencies between this document and any
agreement with the United States. 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, Airline agrees to modify, relocate or remove any such
improvements or structures as directed by County and County shall compensate and reimburse Airline for
reasonable damages, costs and expenses (including modification, removal or relocation costs) suffered or
incurred by Airline in consequence thereof.
2.5.8 The right to grant other leases, licenses, permits or rights to occupancy or use of
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the Airport so long as such other grants do not unreasonably interfere with or impair Airline’s rights
hereunder or its occupancy or use of the Premises, and also reserves the right to direct changes in the way
Airline conducts its Airport operations in the event that County determines, in the exercise of its
reasonable judgment, that one or more aspects of Airline’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 Airline the basic right to use the Premises for any of the uses
permitted hereunder.
2.5.9 The right to further develop and/or improve the Airport, including the Premises,
as County deems appropriate and/or as is required to satisfy obligations imposed by FAA or TSA, without
interference or hindrance by Airline, and County shall have no liability hereunder to Airline by reason of
any interruption to Airline’s operations on the Premises occasioned by such development and/or
improvement of the Airport; provided, that any such development that temporarily or permanently
modifies access to Airline’s premises is permitted as long as reasonable alternative access is provided.
Additionally, if Airline shall be unable to conduct reasonably normal business operations on the Premises
by reason of any such development and/or improvement of the Airport, then rent and other fees payable
by Airline hereunder shall be subject to Equitable Adjustment during the period of such interruption.
2.5.10 The right from time to time to amend Title X (Airport Regulations) of the Pitkin
County Code, in accordance with authorized Code amendment procedures, and Airline shall be subject
thereto, provided that no such amendments shall unreasonably interfere with or impair Airline’s rights
hereunder or Airline’s use or operation of the Premises as herein described, or be contrary to Federal or
State law.
2.5.11 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 Airline, and County shall have no liability hereunder to Airline by reason of any temporary
interruption to Airline’s operations on the Premises occasioned by such temporary closure.
2.6 Uses Permitted
2.6.1 Airline shall use and occupy the Premises solely for the purpose of providing
scheduled commercial Airline services, pursuant to Parts 121 or 135 of the Federal Aviation Regulations
(FAR) and as otherwise provided herein, including: the sale of air transportation, the processing of
passengers and their baggage, the handling of baggage, cargo and mail, the fueling and servicing of aircraft
and aircraft support equipment, the maintenance of aircraft and aircraft support equipment, the storage of
aircraft, the storage of supplies and spare parts necessary to support these Airline services, the office
administration required to support these Airline services, the temporary storage of spent supplies and spare
parts for disposal, and such other activities and functions that are necessarily incidental to a similar airport-
based commercial airline operation.
2.6.2 Any use of the Premises or activity conducted or allowed thereon or there from by
Airline not specifically required or permitted herein shall be and hereby is prohibited, except as by separate
prior written permission from the County.
2.7 Air Carrier Accommodation
2.7.1 Nothing contained herein, or elsewhere in this Agreement shall be deemed or
construed to grant to Airline the exclusive right to conduct an aeronautical operation at the Airport or to
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constitute an exclusive aeronautical activity in violation of 49 U.S.C. Section 40103(e) or 49 U.S.C.
Section 40107(a)(4).
2.7.2 If after the effective date of this Agreement, one or more air carriers propose to
initiate or expand service at the Airport, including air carriers for which Airline provides (or within the
past three months has provided) ground handling services at the Airport, and all air carrier counter, office
and/or ops/cargo space in the Passenger Terminal is then under lease to Airline and/or other airline tenants,
whether on an exclusive basis or otherwise, or the new operations of the carrier initiating or expanding
service cannot otherwise be accommodated at the Airport, the County may call a conference for the
purpose of discussing and determining methods of making the Passenger Terminal accessible to the
initiating air carrier. In such event, Airline agrees to attend and negotiate in good faith to accomplish the
provision of such access, including permitting requesting airline to utilize Airline’s premises for the time
period necessary to permit passenger loading and unloading operations in conjunction with the scheduled
operations of such requesting airline at times when the use of such facilities shall not interfere with
Airline’s planned operations. If no other accommodations can be made, a possible reduction in space
leased to Airline hereunder, on terms reasonably equitable to all air carriers, including Airline, but taking
into consideration factors including, but not necessarily limited to, reductions in Airline Staff head count,
flight frequency, passenger traffic, and size of aircraft. If agreement is not reached through such
negotiation, then the County shall be entitled to reduce space leased to Airline hereunder, with appropriate
reduction in rentals, on terms reasonably equitable to all air carriers, including Airline, but taking into
consideration factors including, but not necessarily limited to, reductions in Airline staff head county flight
frequency, passenger traffic, and size of aircraft.
3.TERM
3.1 Initial Term The initial term of this Agreement shall be for the three-year period
commencing at 12:01 a.m., local time, October 1, 2022, and expiring at 12:00 a.m., local time,
September 30, 2025, unless earlier terminated.
3.2 Renewal Terms Unless either party delivers notice to the other, not less than thirty (30)
days prior to the end of the initial term or any renewal term hereof, of such party’s intent not to enter
into such renewal term, this Agreement shall automatically be renewed for two successive terms of
one (1) year each, with the final renewal term ending on September 30, 2027. If any such notice of
intent not to enter into any renewal term is so delivered, then this Agreement shall automatically
terminate at the end of the term in which such notice is delivered.
3.3 Holding Over If, by the expiration date of the final renewal term, the parties have not
agreed on the terms and conditions of a new or amended Agreement, so long as the County consents
to continued occupancy and use of the Premises by Airline, such occupancy and use shall be deemed
to be a month-to-month tenancy upon the terms and conditions contained herein, or as may hereafter
be amended, at rates, fees and charges set forth in the then-current County Rate Resolution, or upon
such other terms and conditions as the parties may agree or the County, upon ten (10) days notice,
may require.
3.4 Early Termination This Agreement may be sooner terminated for cause, upon the
default of either Party, as provided below.
4.FINANCIAL OBLIGATIONS OF AIRLINE
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4.1 Rent, Fees and Charges During the Initial Term of this Agreement, Airline shall pay,
fully and timely and without deduction or set-off, those charges set forth in the attached Exhibit 4 in
rent, fees and charges for the described occupancy and use of the Premises. During the period of any
Renewal Term, Airline shall pay such reasonable and not unjustly discriminatory rent, fees and
charges as the County uniformly shall impose upon Airline and similarly situated Airport users
pursuant to the then-current County Rate Resolution.
4.2 Terms and Conditions of Payments
4.2.1 The monthly installments of fees and charges as provided for herein shall be paid
by Airline without deduction, set-off or escrow of any kind whatsoever. Rent for Exclusive and
Preferential Use Areas shall be due and payable on the 1st of each calendar month for rent due in the same
month, or part thereof during the Term of this Agreement. Rent for Shared Use Areas shall be due and
payable by the 20th of the month in which such rent is billed. Landing fees shall be due and payable by
the 20th of the month for aircraft landed during the preceding month.
4.2.2 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.
4.2.3 All payments shall be considered delinquent if not received by the last day of the
month in which due. All delinquent payments shall each bear default interest on any unpaid and delinquent
balance for any month so delinquent at the rate of two percent (2%) per month on the unpaid balance,
compounded monthly; default interest shall be due and payable without notice or demand with the next
regular payment due.
4.3 Payment of Taxes Airline shall timely and fully pay all business, personal property
taxes and all other taxes lawfully assessed against Airline by reason of its use and occupancy of the
Premises; provided, however, that Airline 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.
4.4 Financial Security for all Airline Operations Obligations hereunder including,
without limitation, the full and timely payments of all required rent, fees and charges, shall be as
follows:
4.4.1 Application Fee. If Airline has not already done so under a predecessor
agreement with the County, upon execution of this Agreement, Airline shall deposit with the County
the sum of $1,500 as a non-refundable application fee to cover County’s estimated administrative
costs.
4.4.2 Surety or Letter of Credit.
4.4.2.1 Airline shall obtain and maintain in force for the Term of this
Agreement (including any renewals thereof), 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 Airline's obligations hereunder including, without limitation,
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its obligation to pay all rent, fees and charges.
4.4.2.2 These requirements for Security may be waived or reduced in
writing by the County, in its sole discretion, for an Airline with a satisfactory payment or performance
history for at least three (3) years. This requirement has been waived for Airline. Execution of this
Agreement will not itself re-impose this obligation for such an Airline, provided, however, that if the
County issues a Notice of Non-Compliance or Notice of Default involving one or more failures to
timely pay any rent or charges hereunder, it may, as part of that Notice, and as a material element of
this Agreement, require such a Security to be delivered promptly as part of any cure of such Notice.
4.4.3 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 rental or a measure of
County's damages in case of default by Airline. County shall have the right to commingle any cash
amounts received hereunder with its other funds.
4.4.4 County Use of Required Security.
4.4.4.1 If any of the rent, fees and charges hereunder shall be overdue and
unpaid, then County may, at its option, and simultaneously upon Notice to Airline, appropriate and
apply any portion of the Security to the payment of any such overdue amount. In the event of the failure
of Airline to keep and perform any of the terms, covenants and conditions of this Agreement, then
County may, at its option and upon Notice to Airline (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 Airline.
4.4.4.2 Should the Security or any portion thereof be appropriated and
applied by County for the payment of overdue rental or other sums due and payable by Airline
hereunder, or for a breach on the part of Airline, the Airline 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.
4.4.5 Lien on FFEI. In the event of any delinquent rent, fees and charges hereunder,
and to the extent thereof, including late charges and interest, the County shall be entitled to a lien for
such amounts on Airline's trade Fixtures, Furniture, Equipment and Inventory in use at or located on
the Airport.
5.OTHER OBLIGATIONS OF AIRLINE
5.1 Operations For the Term of this Agreement, Airline shall conduct a scheduled,
certificated, commercial Airline operation in the public interest, pursuant to FAR Part 121 or 135 and
other applicable FAA and U.S. Department of Transportation rules, regulations and certificates.
Airline is afforded favorable rates as a “Signatory Airline” hereunder, and shall continue to maintain
status as a “Signatory Airline” so long as it provides scheduled airline service of at least one flight
daily on a year-round basis or on a multi-seasonal basis. In addition to requirements imposed on
Airline by FAA rules and regulations, Airline 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
(including, especially, those involving aircraft noise, Airport and airspace access and aircraft ground
traffic congestion) and to offer and/or consider solutions or mitigation techniques.
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5.2 Physical Security for Premises
5.2.1 Airline agrees that it will faithfully perform its obligations under all federal laws,
regulations, or mandatory directives of the Transportation Security Administration 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”). Airline acknowledges that federal security
regulations are rapidly changing, and are likely to impose burdens upon Airline that are not effective on
the date of this Agreement. Airline nonetheless agrees to fully and promptly comply with all such amended
or newly effective Federal Security Requirements, and to immediately notify the County in writing if
Airline’s compliance with any Federal Security Requirement 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 Airline, including its officers, employees, representatives,
contractors and invitees, Airline 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 security regulations as a result of the acts or omissions of Airline or any of its assigns, officers, agents,
representatives, contractors or invitees, Airline shall promptly reimburse County the full amount of any
such fine or penalty.
5.3 Environmental Quality Improvement Plan (EQIP)
5.3.1 It is the policy of the County that all Airport tenants 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 tenants that
consistently demonstrate awareness of environmental issues that arise during the term of any Agreement
and a proactive stance in dealing with such issues.
5.3.2 Promptly after the execution of this Agreement, Airline 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 Airline 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 Agreement is set forth in
Exhibit 5.
5.4 Reports Airline shall provide to County the following reports on or before the 10th day
of each and every month during the Term hereof (and the first month after the expiration hereof) by
delivery to the office of the Director of Aviation on forms provided or approved by the Director of
Aviation:
5.4.1 Aircraft landing reports listing, by date, the number of scheduled landings, the
actual number and type of aircraft landed by the Airline, showing the total of each such aircraft for the
preceding month.
5.4.2 Enplaned passenger reports showing the monthly total of revenue and non-
revenue passengers boarding and de-boarding the Airline's aircraft at the Airport for the preceding month.
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5.4.3 All statistics relating to maximum allowable gross landing weights for the
preceding month as necessary for the calculation of landing fees.
5.4.4 Upon the request of the County, true and correct copies of any reports submitted
by Airline to federal or state agencies or officials concerning Airline's operations at the Airport.
5.4.5 To the maximum extent required by applicable law or regulation, PFC reports,
including the total PFC revenue collected, the total amount of PFC revenue refunded to passengers and
the amount of collected revenue withheld by the collecting carrier for reimbursement of expenses in
accordance with 14 C.F.R. '158.53.
5.5 Cleaning, Maintenance and Repair and Replacement Airline, at its expense and at
all times hereunder, shall clean and/or keep and maintain its Exclusive Use and Preferential Use Areas
and all fixtures and equipment thereon in good order, condition, and repair, all as set forth in Exhibit
6. Airline shall not cause or permit, by act or omission, any unkempt or disorderly condition upon or
damage to other areas of the Passenger Terminal interior, exterior, AOA or groundside.
5.6 Utilities
5.6.1 Airline shall, at its sole expense and in its own name, contract for the provision
of all heat, water, gas, electricity, telephone service, trash removal and all other utilities not provided in
common by the County and used by Airline on or about its Premises. Airline shall not permit any lien for
unpaid utility use or services to be filed or maintained against the Premises.
5.6.2 Airline shall not operate or install any equipment that will exceed or overload the
capacity of any existing utility facility; if any equipment so operated or installed by Airline shall require
additional utility facilities, the same shall be installed and maintained at Airline's expense in accordance
with plans and specifications which have received prior written approval by County.
5.6.3 If, during the term of this Agreement, the County is required to increase its water,
sewer, gas or electric service and such increase requires a capital contribution from the County, Lessee, if
it consumes the increased utility, agrees to pay a pro-rated, reasonably- amortized portion of said increase,
which amount will be set by agreement or binding arbitration.
5.7 Snow Removal Airline shall attend, by authorized representatives, any snow removal
meeting called and conducted by the Airport prior to, during or after the winter season. Airline shall
move or relocate aircraft and vehicles, at the direction of the County, to assist County's snow removal
obligations set forth below. Airline shall further, at Airline expense, be responsible for the removal of
snow from other portions of the Premises that cannot readily be serviced by the County's snowplowing
equipment in accordance with Section 7.3.
5.8 Trademarks, Trade Names Airline 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 Agreement.
5.9 Airline Performance Standards
5.9.1 County acknowledges that its legal authority to regulate certain elements in the
provision of Airline service to the Airport (including fares, routes, schedules, and on- time performance,
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and policies and procedures concerning reservations, flight delays/cancellations, baggage handling,
customer service, and employee/supervisory staffing levels and training) has been preempted by federal
statutes and regulations. However, Airline acknowledges that County, as owner, operator, and FAA
sponsor of the Airport, also reserves all proprietary rights and powers.
5.9.2 Therefore, as an element of consideration of this Agreement, Airline agrees to
meet with the County (periodically, as mutually agreed, and/or promptly after a formal request therefrom
by County) and to substantively discuss all elements of services provided by this Airline at, to or from the
Airport; and to promptly provide, at the request of County, copies of all reports and records concerning
such services that are filed with the U.S. Department of Transportation pursuant to its rules and regulations.
5.9.3 This agreement to discuss its services shall create no obligation in Airline to alter
its services; to disclose to County or any third party any trade secrets or other proprietary or confidential
information; or to engage in any discussion with County or any third party regarding matters that cannot
lawfully be discussed or be the subject of agreements.
5.10 Signs Airline shall not place any signs upon the Premises, 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.
5.11 Installations/Additions/Alterations/Improvements Airline shall not undertake or
permit any installations, additions, alterations or improvements to the Premises without the prior,
express written permission from the County, which permission, if given, shall include the following
elements:
5.11.1 Identification of the scope and responsibility for any land-use or building permits
required for the proposed installations, additions, alterations, improvements;
5.11.2 Approval by County of proposed drawings and specifications including, without
limitation, requirements for professional certification stamps for any architectural/engineering portions of
the installations/additions/alterations/ improvements;
5.11.3 Reasonable approval by County of proposed contractors;
5.11.4 A plan, and responsibility for administration and costs of such plan, for changes
in operational and security procedures during any construction period;
5.11.5 Provision for any adjustment of terms and conditions of this Agreement;
5.11.6 Provision for the amortization and future ownership of the installations/ additions/
alterations/ improvements; and
5.11.7 Provision for return of the Premises to original condition at the end of the Term
hereof, including any adjustments to the Security hereunder, ordinary wear and tear excepted.
5.12 Waste Airline shall not commit or allow any waste upon or in connection with the
Premises.
5.13 Liens/Claims In connection with its occupancy and use of the Premises, Airline shall
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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 attorneys fees, relating thereto.
5.14 County Pro-Competition Policy Airline will not engage or agree to engage in any
unlawful restraint of trade or unlawful anti-competitive practices.
5.15 Assignment and Operations for Other Airlines
5.15.1 Airline shall not assign or in any manner grant, convey, transfer, or encumber this
Agreement, any estate or interest therein, or any right or obligation of Airline 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 Airline may merge or consolidate, or sale substantially all of Airline’s assets.
5.15.2 In the event that Airline is undergoing or proposing to undergo a substantial
change in operations, ownership or management not covered above, Airline 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, agreement renewals).
5.15.3 In the event that, at any time during the Initial Term or Renewal Term of this
Agreement, Airline intends to permit an air carrier having a separate legal identity from Airline to provide
scheduled passenger service from the premises leased hereunder, the County, Airline and the air carrier
intending to provide such service first shall execute an agreement addressing, inter alia, satisfaction of the
obligations hereunder.
6.INDEMNITY AND INSURANCE
6.1 Airline Indemnity
6.1.1 Airline hereby agrees to, and further agrees to cause the Airline 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
Airline or the Airline 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 Airline’s use or occupation of or activities on the
Premises; 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 “Airline” shall mean the Lessee/Permittee hereunder
and “Airline Parties” shall mean any parent companies, subsidiaries, joint ventures, shareholders, directors,
officers, employees, agents, representatives and contractors; and "County" shall mean the
Lessor/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
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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, Airline 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 Airline Insurance Airline shall secure and maintain for the entire Term of this
Agreement 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 Airline acts, errors or omissions. The required Airline insurance coverages,
at or above the limits indicated and including such endorsements as are indicated by an “X”, are listed
on Exhibit 7.
6.3 County Insurance County shall procure fire, extended coverage and boiler insurance
covering the existing buildings, improvements and facilities of the Premises leased hereunder for the
full replacement value thereof. County also shall procure general liability and motor vehicle liability
insurance policies covering its operations on the Airport. County shall maintain such insurance (or self-
insurance, if permitted by law) during the Term of this Agreement, and shall furnish Airline, upon
request, a copy of a Certificate evidencing such coverage.
7.OBLIGATIONS OF COUNTY
7.1 Operation of Airport For the term of this Agreement, the County shall plan, operate,
finance and manage the Airport (including the Passenger Terminal and the Public Airfield Facilities)
in a prudent manner, consistent with the County's adopted plans and policies and customary
professional Airport management practices, and shall, unless released in a writing signed by the
Airline, undertake the following obligations:
7.2 Utilities County shall, at its sole expense and in its own name, contract for the provision
of all heat, water, gas, electricity, telephone service, trash removal and all other utilities provided in
common or used in the Common Use Areas.
7.3 Snow Removal County shall annually call and conduct a snow removal meeting for all
Airport tenants 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 Premises which are open to public
use and which are utilized for the passage, parking and storage of aircraft and the passage and parking
of motor vehicles in the same manner and extent as County performs snow removal on portions of the
Airport in general, provided, that County shall not be required to move or relocate parked aircraft and
vehicles to accomplish such snow removal. Further, County shall keep the public-access sidewalks
and other pedestrian accessways on, to or from the Premises reasonably passable at all times, as
weather conditions will permit.
7.4 Maintenance, Cleaning and Repair
7.4.1 Subject to Airline's primary obligation with respect to its Exclusive, Preferential
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and Shared Use Premises and Airline's indemnities herein, the County, at its expense and at all times
hereunder, shall clean, keep and maintain, in good order and condition and repair, the structural and service
elements of the Passenger Terminal and the common use and non-exclusive use areas of the Airport, all
as set out in Exhibit 6.
7.4.2 All requests by Airline for performance by County hereunder, or notification to
County of any dangerous or hazardous conditions to the Premises or to other Passenger Terminal facilities
or areas, shall be in writing and shall be made immediately after Airline has knowledge or has received
notice thereof.
7.5 Quiet Enjoyment County covenants that upon Airline's timely and full payment of the
rent and other fees and charges hereunder and Airline's compliance with and performance of all of the
terms, conditions and obligations of Airline hereunder, Airline may peacefully and quietly have, hold
and enjoy the Premises for the Term of this Agreement.
8.OTHER AGREEMENTS
8.1 Coordination with Others County and Airline acknowledge that each has (or may
undertake) rights and obligations arising from various third-party agreements with other Airport users.
County and Airline 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 Airline'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 Subjections, Exceptions and Reservations This Agreement 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 Agreement.
8.3 Airport Master Planning and Land Use Planning Airline hereby acknowledges that
the County has adopted, and the Airline 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.
8.3.1 The documents and processes provide for potential changes to the Airport and the
Premises during the term hereof. Airline 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 Airline business activities caused
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by such implementation.
8.3.2 Airline 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.
8.4 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 Airline shall:
8.4.1 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.
8.4.2 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 discrimination in unfair employment
practices, and shall comply with such enforcement procedures as any governmental authority might
demand that the County take for the purpose of complying with any such laws and regulations.
8.4.3 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. The Airline shall be responsible
for structural compliance standards of improvements made by Airline as defined under ADA Title III
within its exclusive use areas only.
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 rent, fees 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
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9.1.6 Failure to comply with any other term, covenant or obligation under this
Agreement.
9.2 Notice of Default The aggrieved party shall declare a 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:
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 Agreement.
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 Agreement
by delivery of written Notice of Termination to the defaulting party, which Notice shall be effective
on the date delivered to the defaulting party. Upon termination of this Agreement, County may re-enter
the Premises and remove all persons and property therefrom, as provided by law.
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.
9.6 Surrender
9.6.1 Upon the expiration or termination of the initial term or any renewal term hereof,
Airline agrees to peaceably surrender, deliver to County and leave the Premises; hereby waives any rights
to statutory process concerning notice and eviction, agrees to remove all trade fixtures, personal property,
equipment or improvements (removable by prior written agreement with the County) from the Premises,
subject to the County's lien for delinquent fees and charges and Airline's obligation to repair the Premises;
and agrees to leave the Premises in an undamaged, trash-free, broom-clean condition.
9.6.2 Any property of Airline or of anyone claiming under, by, or through Airline,
which is left on the Airport more than fifteen (15) days after expiration of the Term or Termination of
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possessory rights shall, after notice of removal thereof by County, be conclusively deemed abandoned,
and County may keep, use, remove, store, sell, destroy, discard, or otherwise deal with it in County’s
absolute discretion without liability of any sort to Airline or anyone claiming under, by or through Airline.
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. 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.
10.2 Entire Agreement This Agreement 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 Agreement shall be severable and the invalidity of
any provision hereof shall not affect the validity of any other provision.
10.4 Modification This Agreement may be modified, amended or supplemented only by an
instrument in writing signed by the parties hereto and approved by the Board of County
Commissioners at a duly-noticed public meeting. While the County staff has the power to make
operational and administrative decisions respecting the Airport, the County will not be bound to any
modification, amendment or supplement to this Agreement not approved and documented as provided
herein.
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 Agreement 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 Lessor/Permittor and Lessee/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
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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 attorneys fees.
10.9 Governing Law and Venue This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Colorado. Any action to enforce or interpret this Agreement
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 Lease This Agreement 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 Agreement
10.12 Time of Essence Time is of the essence in this Agreement.
10.13 Limitation of Benefit This Agreement does not create in or bestow upon any other
person or entity not a party hereto any rights or benefits. This Agreement 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.
10.14 Capacity to Execute The County and Airline each warrant and represent to one another
that this Agreement constitutes the legal, valid and binding obligation of that party.
10.15 Most Favored Nations Clause The County agrees that it will not enter into any future
use and lease agreement or amend any existing use and lease agreement with any other air carrier
making substantially similar use of the Airport, operating substantially similar aircraft, and utilizing
substantially similar facilities to that of the Airline which contain more favorable terms than this
Agreement, or grant rights or privileges which are not afforded to the Airline, unless the County agrees
to make substantially the same terms, rights and privileges available to Airline.
Any approval required by either party to this agreement shall not be unreasonably withheld or
delayed.
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IN WITNESS WHEREOF, the parties have executed this License and Permit on the dates
indicated in Aspen, Pitkin County, Colorado.
COUNTY:AIRLINE:
THE BOARD OF COUNTY COMMISSIONERS UNITED AIRLINES, INC.
OF PITKIN COUNTY, COLORADO
Date:By:Date:
Name:
By:
Dan Bartholomew Aviation
Director
Aspen/Pitkin County Airport
Title:
ATTEST:
(SEAL)
Associate General Counsel and Corporate
Secretary
Date:
Jul-18-2022
Patti Clapper Michael Yost
Jul-25-2022
Managing Director Airport Affairs
Jul-26-2022
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MAILING ADDRESS (for Notices):
Director of Aviation United Airlines, Inc. HDQOU
0233 E. Airport Road, Suite A 233 S. Wacker Drive
Aspen, Colorado 81611 Chicago, IL 60606
Attn: Vice President – Corporate Real Estate
With copies to:United Airlines, Inc. WHQLD
Pitkin County Manager 233 S. Wacker Drive
530 E. Main St.Chicago, IL 60606
Aspen, CO 81611 Attn: Executive Vice President, General Counsel
and Secretary
Email to: LeaseAdmin-CRE@united.com
1
EXHIBIT 1
Aspen/Pitkin County Airport
Airline Lease and Use Agreements
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 services 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, 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.
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2.Affiliated Airline. Any Air Transportation Company that: (1) is a parent or subsidiary of an
Airline, a subsidiary of the parent of an Airline or otherwise under common control with an Airline; (2)
shares an International Air Transport Association (IATA) code with an Airline at the Airport; or (3)
otherwise operates under essentially the same trade name as an Airline or its parent or subsidiary at the
Airport or uses essentially the same livery as an Airline or its parent or subsidiary; provided that no
“major” airline, as such term is defined by the FAA, shall be classified as an Affiliated Airline of another
“major” airline unless either clause (1) or (3) above defines the relationship between such airlines at the
Airport. Airlines must designate in writing to the County any Air Transportation Company that will be
an Affiliated Airline of that Airline at the Airport. Airlines must also designate in writing to the County
the termination of such Affiliated Airline status of an Air Transportation Company. Airlines are to be
billed for Affiliated Airline’s activity at the Airport by the County and the Airlines shall be obligated to
serve as a financial guarantor for all rentals, fees, and charges incurred by any Affiliated Airline of an
Airline at the Airport when acting on behalf of such Airline. An Airline shall be responsible for any and
all unpaid rentals, fees, and charges of any such Affiliated Airline while such Affiliated Airline operates
at the Airport as an Affiliated Airline of said Airline; provided however, an Airline shall only be
responsible for such payments as relate to any terminated Affiliated Airline’s operations before such
termination as an Affiliated Airline of the Airline took effect and solely in connection with the operations
of the Affiliate on behalf of said Airline. Termination as an Affiliated Airline of an Airline will not occur
until Airline notifies the County in writing and such termination will be effective as of the date of such
notification.
3.Airline. The Air Transportation Company executing this Agreement.
4.Air Transportation Company. A Commercial Aeronautical Operator holding an operating
certificate under Federal Aviation Regulation Part 121 or Part 135 and operating under a published
schedule, pursuant to a certificate of public necessity at the Airport.
5.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 and Use Agreement 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.
6.Airport. The Aspen/Pitkin County Airport (Sardy Field), Aspen, CO (ASE).
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7.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 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.
8.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 or Common Use Areas. Those areas designated for use in common by
certain classifications of Airport lessees, licensees and permittees; consisting of: lobbies/passenger
waiting areas; circulation areas; public restrooms; corridors/ramps; pedestrian accessways, doors
and vestibules; motor vehicle access roads; motor vehicle parking lots (public and employee); curb
(for passenger/ baggage loading/unloading); paved sidewalk/passenger loading, unloading areas;
and exterior landscaping/seating areas.
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 Use 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.
4
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 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 Agreement, 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
Agreement all or part of such land area, buildings, improvements or facilities thereon, upon
notice to the LLP, as provided in such Agreement.
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. all utility rooms, duct ways, janitorial rooms and closets, hallways,
entrance-ways, public or common use lobbies and areas, public toilet areas, and other areas used
for the operation, maintenance or security of the Passenger Terminal.
5
h.Reserved Areas. All those areas not otherwise expressly designated by the County as
defined hereinabove.
i.Shared Use Areas. Those areas of the Passenger Terminal, such as airline baggage make-
up areas and the Secured Passenger Holdroom/Boarding Area areas, which may be
assigned by the County to two or more LLPs.
9.Airport Cost Center. A direct or indirect cost center to be used in accounting for Airport revenues
and expenses and for calculating and adjusting certain rents, fees, and other charges associated with
various Airport areas or facilities as they now exist or as they may hereafter be reconstructed, modified,
changed, or developed.
10.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, specified in the Airport Security
program, in which security measures specified in Title 49 of the Code of Federal Regulations are
carried out.
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 Services or 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.
6
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.
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.
11.Airport Rescue and Fire-Fighting. See ARFF, above.
12.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
7
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).
13.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 at the Airport.
14.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, Passenger Terminal, and associated 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
Passenger Terminal and associated land areas and facilities by having filed a complete application
under the Airport's then-current Passenger 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 Agreement with the County for the
occupancy and use of the Airport, Passenger 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., 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.
15.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.
16.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.
17.Business. The sale, offering for sale, or the furnishing of any commodity, article, facility or
service.
18.Code of Federal Regulations or CFR. The codification of the general and permanent rules
published in the Federal Register by the executive departments and agencies of the Federal Government,
8
including the FAA.
19.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
this Title 10.
20.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.).
21.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.
22.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.
23.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.
24.Director of Aviation. The County Representative for purposes of operational and administrative
decisions at the Airport.
25.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.
26.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.
27.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.
28.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, fees 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.
29.Exclusive Right. A power, privilege or other right excluding or declaring another from enjoying
9
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.
30.FAA. Federal Aviation Administration, Department of Transportation, United States
Government.
31.FAA Facilities. Those facilities leased, constructed, used or occupied by the FAA, including
the FAA ATC Tower, ATCRBS Bank Building and related facilities.
32.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.
33.FAR. A Federal Aviation Regulation promulgated by the FAA.
34.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.
35.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.
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).
36.Fueling Operation(s) The receipt, storage or delivery of Fuel for Aircraft at the Airport.
37.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.
38.Handling Agreement. A written Agreement, approved in advance by the County, between a
Signatory Airline and a Requesting Airline, for the Signatory Airline to provide certain services necessary
to support the provision of scheduled commercial air service to the Airport by the Requesting Airline.
39.Lease Year, License/Permit Year or Operations Year. A lease year or operations year,
10
hereunder shall be as specified in an Airport Agreement or, if not specified, a calendar year commencing
on January 1.
40.Passenger Terminal. The passenger terminal building and appending structures at the Airport.
41.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.
42.Premises. Certain identified Airport land areas, buildings and facilities, collectively, that are
occupied and used by a Signatory Commercial Aeronautical Operator pursuant to an Agreement with the
County.
43.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.
44.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.
45.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.
46.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.
47.Self-Fueling Operations. The conduct of Fueling operations by a Person for its own Aircraft,
using its own equipment and by its own employees.
48.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.
49.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).
50.Transportation Security Administration or TSA. The Office of Homeland Security and
Transportation Security Administration, or their authorized successors.
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EXHIBIT 2
Aspen/Pitkin County Airport
Airline Lease and Use Agreement
PREFERENTIAL USE AREAS AND FACILITIES; STANDARDS AND PROCEDURES
The County reserves certain rights in certain Airport areas and facilities occupied and used by its Lessees,
Licensees and Permittees (“LLPs") that are designated "Preferential Use" in order to accommodate a
number of public interests, including: to maximize the efficient use of all Airport land areas, buildings
and facilities; to comply with its obligations under federal law in providing reasonable public access to
the Airport for commercial aeronautical operators and accommodating the entry to the Airport, of new
Airlines; and to ensure uniform treatment access to and occupancy and use of the Airport by all Airline.
To these purposes, on Airport LLP, with respect to the Premises, shall be subject to the following
procedure:
1.Whenever a new Airline becomes qualified, under regulations established by the Director of
Aviation, to apply for access to the Passenger Terminal (or additional space at the Passenger Terminal),
such Airline ("Requesting Airline") shall first file a Notice of Request for Access with the Director of
Aviation, which Notice shall contain all pertinent details of the proposed Airline operations including,
without limitation, the amount, type and location of land areas, buildings and facilities requested; the type
and schedule of aeronautical services to be provided; the commencement date, agreement term and
agreement type requested for use of the Airport; the number and type of aircraft to be used and ground
support equipment; the types and number of personnel to be used.
Upon receipt of such notice, the Director shall determine whether the Requesting Airline falls into one
of the following categories: (a) Provider of temporary or seasonal service not requiring additional
commercial floor area; or (b) Provider of permanent, year-round service not requiring additional
commercial floor area; or (c) Provider of permanent year-round service requiring additional
commercial floor area.
If the proposed operation requires additional commercial floor area (by construction or conversion),
the Director of Aviation shall analyze the proposal in light of the Airport Planning Process and require
the appropriate land-use and building permit applications.
2.If the Director of Aviation determines that the Requesting Airline either does not require additional
commercial floor area or such additional floor area is not vacant, the Director shall forward the Notice of
Request for Access to all Signatory Airlines and thereafter the Requesting Airline and the Signatory
Airlines all shall have the obligation to negotiate in good faith to reach an agreement to accommodate the
Requesting Airline, whether by sublease, sub- license, "handling" agreement or the like.
3.If negotiations are fruitless and the Requesting Airline demonstrates to the satisfaction of the
Director of Aviation that it has pursued all reasonable efforts to secure accommodation with the Signatory
Airlines without success, the Director of Aviation shall then notify all Signatory Airline tenants at the
Airport in writing that, if the Requesting Airline is not accommodated within a reasonable period from
the receipt of such notice, the Director of Aviation shall select one or more of the Signatory Airline tenants
at the Airport to accommodate such Requesting Airline.
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4.If, at the end of such period specified, the Requesting Airline has not been accommodated, the
Director of Aviation shall select this Airline (i.e., the undersigned airline) and/or another Airline tenant at
the Airport to accommodate the Requesting Airline taking into consideration such factors including,
without limitation: current utilization of Exclusive and/or Preferential Use Space (on a gross flight number
and/or enplaned passenger basis), schedule compatibility, union work rules, and competitive relationships.
Once a decision is made, the Director of Aviation shall send written notice to the Signatory Airline(s)
selected to accommodate the Requesting Airline to begin accommodation of such Requesting Airline
within thirty (30) days from the receipt of such notice. The Director of Aviation shall include in such
notice the basis for the decision. The decision of the Director of Aviation shall be final.
5.The County reserves the right to establish and determine, in its sole discretion, the standards and
priorities for occupancy and use of the "Preferential Use" areas and facilities between and among
classifications of Commercial Aeronautical Operators, which standards and or priorities may include,
without limitation and in no order of priority: the numbers of enplaned passengers to be served by the
operator on an annual basis, either historically or projected; the length of term of the Airport Agreement
requested of the County by the operator; the nature and extent of any capital improvements to the Airport
to be funded by the operator; the respective initial dates of service of the affected operators to the Airport;
and the extent to which the operator complies with or advances the County's air service, airport
management, airport planning and land use planning goals.
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EXHIBIT 3
Aspen/Pitkin County Airport
Airline Lease and Use Agreement
AIRLINE LEASED SPACE
UNITED AIRLINES, INC.
3.1.1 Passenger Terminal.
3.1.1.1 Exclusive Areas: (0 sq. ft.) (Red)
a)Ticketing counter, Ancillary Administration, Passenger Service and
Signage Areas
b)Passenger Ticketing Queuing Areas
c)Administration and Operations Areas
d)Passenger Service Podiums
e)Baggage Service Office
3.1.1.2 Preferential Use Areas: (0 sq. ft.) (Yellow)
a)Gate Podium, Ancillary Administration, Passenger Service, and
Signage Areas (including counter shell and digital storage)
3.1.1.3 Shared Use Areas: (0 sq. ft.) (Blue)
a)Baggage Make-up Area (including baggage conveyor belt and access
doors)
b)Baggage Cart Unloading Area
c)Secured Passenger Holdroom/Boarding Area
d)Baggage Tent
e)Arrival Baggage Carousel and Area (including baggage conveyor,
ski/oversized baggage slide, and access doors)
3.1.1.4 Common Areas or Common Use Areas: Non-exclusive areas designated as
"common areas" in and around the Passenger Terminal consisting of:
a)Motor vehicle access roads
b)Motor vehicle parking lots (public and employee)
c)Curb (for passenger/baggage loading/unloading)
d)Paved sidewalk/passenger loading/unloading
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e)Pedestrian accessways, doors and vestibules
f)Corridors/ramps Lobbies/passenger waiting areas
g)Public restrooms
h)Exterior landscaped/seating areas
i)Existing vacant FID cabinets if any
3.1.2 Airline Terminal SIDA
3.1.2.1 Shared Use Outdoor Area: ( sq. ft.) (Purple)
a)Baggage Make-up Area (including baggage conveyor belt and access
doors)
b)Outdoor Covered Space.
c)Ground Service Equipment Staging Area.
3.1.2.2 Preferential Use Areas: Airline shall have the non-exclusive use of any aircraft
staging spaces, together with appurtenant ramp apron areas, at such times as Airline requires such
Spaces for the loading, unloading or overnighting of its aircraft engaged in scheduled passenger
service. Airline shall coordinate its operational requirements with other Airlines/ground handlers
at the Airport to ensure maximum utilization of the Airport’s aircraft staging spaces. The
provisions and procedures of Exhibit 2 to this Agreement shall be applicable to the Airline’s
preferential right to use the Spaces.
Exhibit 3AAspen Pitkin County AirportUnited Airlines, IncEXCLUSIVE USE INDOOR AREApreferential outdoor areashared use area(American / delta / united)preferential use area
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EXHIBIT 4
Aspen/Pitkin County Airport
Airline Lease and Use Agreement
RATE CALCULATIONS
1.Explanation of Rate Calculation Line Items. The following Line Items listed in Tables 4-1 and
4-2 are included in the calculation of Terminal Rental Rate and Landing Fee for each Rate Setting Period.
Each Line Item in Tables 4-1 and 4-2 is identified by the corresponding letter set forth below.
Line Item A.Maintenance and Operating Expenses. This Line Item includes those expenses
directly assignable to the Terminal or Airfield Cost Centers and those expenses
associated with Maintenance and Operating of the Airport that are not directly
assignable but are allocated to the Airport Cost Centers. Allocable Airfield
Maintenance and Operation Expenses include both Airfield and ARFF
Maintenance and Operating Expenses.
Line Item B.Debt Service. This Line Item includes Debt Service directly assignable to the
Terminal or Airfield Cost Centers and Debt Service for areas other than the Direct
Cost Centers but allocable to the Direct Cost Centers.
Line Item C.Amortization. This Line Item includes Amortization attributable to Amortized
Capital Improvements in the Terminal or Airfield Cost Centers.
Line Item D.Small Capital Projects. This Line Item includes Non-amortized Capital
Improvements attributable to the Terminal, BHS, Loading Bridge, or Airfield Cost
Centers.
Line Item E.Total Requirement. The Total Requirement is the sum of Line Items A through
Line-Item D. The Total Requirement is applicable to Terminal or Airfield Cost
Centers. The Airfield Total Requirement is allocated between the Air Carrier
Requirement and the General Aviation Requirement.
Line Item F.Credits. This Line Item identifies the Credits to the Total Requirement for
Terminal or Airfield Cost Centers, if applicable.
Line Item G.Net Requirement. The Net Requirement equals Total Requirement minus Credits.
The Airfield Net Requirement is allocated between the Air Carrier Net
Requirement and the General Aviation Net Requirement based on the proportion
of expenses allocable to each category.
Line Item H.Line-Item H in Tables 4-1 and 4-2 shall be defined as follows:
Table 4-1: Total Terminal Usable Space. The term “Total Terminal Usable
Space” in Table 4-1 means Total Airport Terminal Space less non-public
storage, maintenance, mechanical/electrical/building systems, and airport
administrative space.
Table 4-2: Landed Weight. The “Landed Weight” in Table 4-2 refers to the
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Signatory Landed Weight and the General Aviation Landed Weight for
purposes of calculating the Signatory Landing Fee and the General Aviation
Landing Fee, respectively.
Line Item I.Line-Item I in Tables 4-1 and 4-2 shall be calculated as follows:
Table 4-1: Terminal Rental Rate (Non-seasonal Interior). Calculated in Table
4-1 as (E) Total Requirement divided by (H) Total Terminal Usable Space.
Table 4-2: Landing Fee (Non-Seasonal). Calculated in Table 4-2 as (G)
Airfield Net Requirement divided by (H) Landed Weight.
Line Item J.Line-Item J in Tables 4-1 and 4-2 shall be calculated as follows:
Table 4-1: Terminal Rental Rate (Non-seasonal Exterior). Calculated in Table
4-1 as Terminal Rental Rate (Non-seasonal Interior) multiplied by one-third.
Line Item K.Line-Item K in Tables 4-1 and 4-2 shall be calculated as follows:
Table 4-1: Terminal Rental Rate (Seasonal Interior). Calculated in Table 4-1
as (I) Terminal Rental Rate (Non-seasonal Interior) multiplied by 1.4.
Table 4-2: Landing Fee (Seasonal). Calculated in Table 4-2 as (I) Landing Fee
(Non-Seasonal) multiplied by 1.4.
Line Item L.Line-Item L in Tables 4-1 and 4-2 shall be calculated as follows:
Table 4-1: Terminal Rental Rate (Seasonal Exterior). Calculated in Table 4-1
as Terminal Rental Rate (Non-seasonal Exterior) multiplied by 1.4.
2.Calculation of Terminal Rental Rate and Landing Fee. The Terminal Rental Rate, and Landing
Fee for each Rate Setting Period shall be calculated based on a compensatory methodology as set forth in
this subsection.
A.Terminal Rental Rate. The methodology for calculating the Terminal Rental Rate is set forth
in Table 4-1 below.
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Table 4-1 Terminal Rental Rate Calculation
Line Item
(See Section 1 above for
corresponding descriptions)
Maintenance and Operating Expenses A
Debt Service B
Amortization C
Small Capital Projects D
Terminal Total Requirement E=A+B+C+D
Total Terminal Usable Space (square feet)H
Terminal Rental Rate – Non-seasonal Interior
Space (per square foot)I=E/H
Terminal Rental Rate – Non-seasonal Exterior
Space (per square foot)J=I(1/3)
Terminal Rental Rate – Seasonal Interior Space
(per square foot)K=I(1.4)
Terminal Rental Rate – Seasonal Exterior Space
(per square foot)L=J(1.4)
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B.Landing Fee. The Landing Fee is set forth Setting Period shall be calculated on a residual rate
setting methodology as set forth in this subsection as set forth in in Table 4-2 below. The
Airfield Total Requirement is allocated between the Air Carrier Requirement and the General
Aviation Requirement based on the proportion of expenses allocable to each category.
Table D-5. Landing Fee Calculation
Line Item
(See Section 1 above for
corresponding descriptions)
Maintenance and Operating Expenses A
Debt Service B
Amortization C
Small Capital Projects D
Total Airfield Requirement E=A+B+C+D
Less: Credits to Airfield Requirement F
Net Airfield Requirement G=E-F
Landed Weight (thousand-pound units)H
Landing Fee (per thousand-pound units)I=G/H
Landing Fee (Seasonal)K=I(1.4)
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2022 RATES AND CHARGES
4.1 Rents, Fees and Charges:
4.1.1 Use of Terminal Passenger Facilities
4.1.1.1 Terminal Rental Rate (Non-seasonal, per square foot)
$98.13 (Interior) $32.71 (Exterior)
4.1.1.2 Terminal Rental Rate (Seasonal, per square foot)
$137.38 (Interior) $45.79 (Exterior)
4.1.1.3 Shared Use Areas: allocated monthly at 20% split between/among Airlines
equally and 80% split between/among Airlines according to their respective
proportion of enplaned passengers except the Shared Use Exterior Area shared
by American and Delta which shall be split equally among both Airlines.
4.1.2 Use of Public Airfield Facilities (Landing fees): A fee for each Signatory, Pre-Signatory
& Multi-Seasonal revenue landing at the Airport computed at a rate of $8.24 per 1,000
lbs. of maximum allowable gross landing weight of Airline's aircraft. Each seasonal
aircraft revenue landing at the Airport is computed at a rate of $11.53 per 1,000 lbs. of
maximum allowable gross landing weight of Airlines aircraft.
4.1.3 Passenger Facility Changes: To the maximum extent required by applicable law or
regulation, Airline shall fully collect and timely pay to County all revenue from Passenger
Facility Charges (PFCs) duly adopted by County, pursuant to federal law or regulation.
PFC revenues held by Airline or an agent of Airline after collection are held in trust for
the beneficial interest of County. Neither Airline nor any of its agents holds any legal or
equitable interest in the PFC revenues except for any handling fee or interest collected
on unremitted proceeds as authorized in 14 C.F.R. 158.53 or any successor regulation.
When required by applicable Federal PFC regulations, Airline shall hold such funds in a
separate trust account for the benefit of County; such funds shall not be commingled with
Airline funds or made subject to the claims of Airline creditors, and Airlines shall comply
in all respects with such PFC Regulations.
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EXHIBIT 5
Aspen/Pitkin County Airport
Airline Lease and Use Agreement
ENVIRONMENTAL QUALITY IMPROVEMENT PLAN (“EQIP”).
With respect to the Lease and Use Agreement between the County and Airline, the EQIP for that LLP
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. LLP 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. LLP 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. LLP shall take the following steps to reduce the present and possible
future impacts of solid wastes:
a.Recycling
1)Avoidance of purchases with excessive packaging
2)Re-use of materials whenever possible
3)Purchase of recyclable material
4)Recycling of all recyclable materials
b.Handling, storage and disposal of hazardous materials
5.Fuel and Energy Conservation. LLP 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
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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 6
Aspen/Pitkin County Airport
Airline Lease and Use Agreement
CLEANING, MAINTENANCE AND REPAIR OF PREMISES AND MAINTENANCE, REPAIR
AND REPLACEMENT OF FIXTURES AND EQUIPMENT.
As used in the Lease and this Exhibit:
The structural elements of the Passenger Terminal consist of: the foundation, bearing walls, roof, and
exterior surfaces (except glass in Airline Premises).
The service elements of the Passenger Terminal consist of: water and sewer service, including
plumbing fixtures; electrical service, including lighting; and heat and ventilation (all to the boundary
of LLP's Premises).
The common use and non-exclusive areas of and relating to the Passenger Terminal consist of:
lobbies/passenger waiting areas; public restrooms; corridors/ramps; pedestrian accessways, doors and
vestibules; motor vehicle access roads; motor vehicle parking lots (public and employee); curb (for
passenger/ baggage loading/unloading); paved sidewalk/passenger loading, unloading areas; and
exterior landscaping/seating areas.
"Cleaning" shall mean daily pickup and disposal of trash and litter and cleaning (periodically or as
indicated) of floors, furnishings, fixtures, trade fixtures, equipment, interior surfaces and glass.
"Maintenance," with respect to Premises, shall mean procedures necessary (daily, periodically or as
indicated) to monitor and keep the interior and exterior surfaces in an attractive condition, and in
constant good order and in the same condition as when initially constructed, ordinary wear and tear
excepted and to prevent deterioration of structural elements, roofs and the interior and exterior
surfaces.
“Repair” with respect to Premises, shall mean the procedures necessary to correct damage to any
improvements caused by casualty, in order to return such damaged areas to the same condition as when
initially constructed. All repairs made shall be at least equal in quality to the original improvements
constructed, ordinary wear and tear accepted.
“Maintenance” with respect to Fixtures and Equipment, shall mean the procedures necessary (daily,
periodically or as indicated) to monitor and keep the fixtures and equipment in good working order.
At the end of the LLP's occupancy and use of the Premises hereunder, the LLP is responsible for
returning all Airport fixtures and equipment used by it to the County in good working order and in a
condition as good as, or better than, received at the beginning of such occupancy and use, ordinary
wear and tear accepted.
"Repair and Replacement," with respect to Fixtures and Equipment, shall mean 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. All repairs made shall be at least equal in quality to the original improvements
constructed.
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EXHIBIT 7
Aspen/Pitkin County Airport
Airline Lease and Use Agreement
COUNTY LICENSE/PERMIT MINIMUM INSURANCE REQUIREMENTS:
1.Forms, limits, deductibles, and endorsements.
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.
a.Liability:
1)Liability Insurance shall be maintained by airline 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 Airline’s mobile and ground equipment at the
airport. The limits of coverage shall not be less than:
Airlines Operating Aircraft with over on hundred (100) seats:
Bodily and Personal Injury $200,000,000 Combined Single Limit and Property
Damage Liability – Each Occurrence
Airlines Operating 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
Airlines Operating 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
Airlines Operating 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: Set at a level common to airlines similar in size to Lessee.
3)Endorsements:
X Comprehensive Form (All risks)
X Premises/Operations
X Products/Completed Operations
X Contractual (Hold Harmless Coverage)
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X Independent Contractors and Subcontractors**
X Personal Injury
**Airline agrees to require that any contractor/subcontractor enlisted by Airline 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.
b.Property Insurance
1)Building Contents: Replacement Value
c.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
d.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
Airline will list Pitkin County, Aspen/Pitkin County Airport, and its officers, employees, and elected
officials as Additional Insureds on the certificate of insurance as their interests may appear.
2.Certificates of Insurance. 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
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.
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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).