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HomeMy WebLinkAboutC87-110 Estoppel Certificate and Agreement with with Howard Airn87-110-17' olaags0625 .. ESTOPPEL CERTIFICATE AND AGREEMENT THIS ESTOPPEL CERTIFICATE AND AGREEMENT (this "Certificate") is executed as of the day of June, 1987, by THE COUNTY OF EAGLE, STATE OF COLORADO, a body politic and corporate, acting by and through its Board of County Commissioners (the "County"). RECITALS A. The County owns, controls and operates the Eagle County Airport (the "Airport") located between the towns of Eagle and Gypsum in the County of Eagle, State of Colorado. B. Pursuant to the terms and provisions of an instrument entitled "Fixed Base Operator Concession Agreement and Lease," dated August 1, 1986, between the County and Howard Air Services, Inc., a Colorado corporation ("Howard"), as amended (such Concession Agreement and Lease, as the same has been amended, is hereinafter referred to as the "Agreement"), the County granted to Howard a concession to operate as a fixed base operator at the Airport for the term and subject to the conditions set forth in the Agreement, and leased to Howard certain premises in connection therewith (the "Demised Premises"). C. Howard has applied to Textron Financial Corporation ("Lender") for a mortgage loan relating to the Demised Premises; Lender will provide such financing only in the event that the County provides certain assurances to Lender regarding the Agreement and Howard's obligations thereunder. NOW, THEREFORE, for good and valuable consideration received by the County, the receipt and sufficiency of which are hereby acknowledged, and in order to induce Lender to provide the aforesaid mortgage loan to Howard, the County represents, covenants and agrees as follows: 1. A true, accurate and complete copy of the Agreement is attached hereto as Exhibit A. 2. The Agreement is in full force and effect in accordance with its terms (as such terms are clarified and supplemented by the provisions of this Certificate). Except for those agreements (if any) described in Exhibit B attached hereto, the Agreement (as clarified and supplemented herein) constitutes the entire agreement between the County and Howard relating to the Demised Premises and the operations of Howard in and about the Demised Premises and the Airport. 3. Howard is presently obligated for the payment of the sum of $ I13 q9 g,33 ( the "Delinquent Amount") to the County, representing rentals due under the Agreement for periods paya►le- prior to the date of this Certificate. Upon payment of the Delinquent Amount to the County, Howard will be current in the payment of rentals and other sums due and payable under the Agreement at any time (or for rental periods) prior to the date of this Certificate. No default under the Agreement has been declared by the County by reason of Howard's failure to pay the Delinquent Amount, and no default will be declared so long as the Delinquent Amount is paid on or before July 15, 1987. The County is not aware of any other default by Howard in the timely performance of its material obligations pursuant to the Agreement, and the County has no knowledge of any events or circumstances which with notice or the passage of time, or both, would constitute a default by Howard in the timely payment or performance of its material obligations pursuant to the Agreement. Without limitation, no default by Howard shall be deemed to arise by reason of Howard's failure to provide the services described in Section 22.D. of the Agreement by the dates specified herein, so long as Howard commences providing such services within a reasonable time after the date of this Certificate. 4. Each of the rights afforded to Howard under the Agreement to assign, transfer, encumber, pledge and otherwise hypothecate its leasehold estate in and to the Demised Premises shall also apply to the concession granted to Howard under the provisions of Article One of the Agreement (the "Concession"). Without limitation, Howard shall be entitled, in accordance with the terms of Article Twelve of the Agreement, to mortgage and collaterally assign the Concession to Lender as security for any loan made by Lender to Howard. In the event of foreclosure or other exercise by Lender of its rights under the instruments securing such loan, Lender or any other purchaser at a foreclosure sale shall be entitled to acquire and hold the Concession and to subsequently assign the same to a party or parties who acquire Howard's leasehold estate in the Demised Premises and who satisfy all requirements of law applicable to the operation of a fixed base operation at the Airport. MPM 5. In the event that Howard shall exercise its option under Article Two of the Agreement to renew the term of the Agreement for a period of thirty years beyond the initial term, the Concession will be automatically deemed renewed for an equivalent period. 6. The County has not been prevented by any order of court from leasing to Howard any of the property north of runway 8/26. 7. The County will deliver to Lender, simultaneously with the delivery thereof to Howard, a copy of any notice given in accordance with Article Three of the Agreement of the County's intention to lease either "Parcel B" or "Parcel C" to..a third party. B. Notwithstanding the provisions of Article Four or any other section of the Agreement, in the event that Lender or any other purchaser at a foreclosure sale should succeed to Howard's rights under the Agreement, no default shall be deemed to have occurred under Article Four or any other section of the Agreement by reason of the failure of Lender or such purchaser to hold all licenses and permits necessary for the operation of a fixed base operation at the Airport. Lender and/or such purchaser will have the right, as provided in paragraph 4 of this Certificate, to assign the Concession (and the leasehold estate in and to the Demised Premises) to any party or parties holdin ..-.LL such licenses and permit i ion,from and a ter the +�\e LwleW commencement of foreclosure proceedings or other exercise of}� remedies by Lender, and during any subsequent period during which Lender or any other purchaser at a foreclosure sale is attempting �incin to locate an assignee or transferee of the rights of Howard under 600GMi the Agreement, Lender and/or any such purchaser shall be relieved shalt Kai - of any operating responsibility as described in Article Nine of be.0-OZ4 the Agreement. Nothing in this paragraph 8 shall prevent the VJ►`w14- County from exercising any right afforded to the County under the provisions of the Agreement to take possession of and to operate the Demised Provisions as a fixed base operation pending the assignment of the Concession by Lender or by any other purchaser at a foreclosure sale to a party or parties holding such licenses and permits. 9. Any rights of the County to terminate the Agreement under the provisions of Section 5.B.3. of the Agreement are subject to the notice and curative rights of Lender set forth in Article Twelve of the Agreement. -3- e" t CC's Cj 10. As of the date of this Certificate, there are no agreements in effect of the type described in Section 5.J. or Section ll.E. of the Agreement other than as described in Exhibit C attached hereto. 11. Howard has substantially completed the construction of all improvements, facilities and structures required by the provisions of Section 7.IV. of the Agreement, and s u_qh_�tvt�,e improvements, facilities and structures are in comp lance with ae vee to all specifications and requirements set forth in Section 7.IV.,�,v-�ke% and all other sections of the Agreement. a1'e, ��A 12. No portion of the proceeds of any financing, sale, or other transfer or disposition of the Demised Premises or the Concession shall be payable to the County by virtue of the provisions of Section 10.E. of the Agreement, or otherwise; provided, nothing in this paragraph 12 shall prevent the County from asserting any right which may exist at law to recover from such proceeds any rental payments or other sums then due and payable to the County under the provisions of the Agreement. 13. Any rights of the County to terminate the Agreement or to pursue any other remedy in accordance with the provisions of the last paragraph of Section ll.A. are subject to the notice and curative rights of Lender set forth in Article Twelve of the Agreement. 14. For purposes of the requirements contained in the paragraph which, in accordance with the provisions of Section 12.B.1. of the Agreement, is to be incorporated in any mortgage of Howard's leasehold estate and other rights under the Agreement, it will be sufficient if the purchaser of Howard's interest under the Agreement, or the person, firm or corporation to whom or to which such purchaser's right has been assigned, shall evidence its assumption of Howard's obligations either in the instrument transferring the interest of Howard under the Agreement or in a separate agreement delivered to the County. 15. Section 12.C.2. of the Agreement provides that, notwithstanding the provisions of Section 12.C.1., no Default by Howard shall be deemed to exist as long as a lender, in good faith, shall have commenced promptly to take certain actions contemplated by Section 12.C.2. For this purpose, the County acknowledges that such actions shall be deemed to have been commenced promptly so long as such actions are commenced within thirty days following the expiration of the ten-day period referred to in Section 12.C.1. of the Agreement. MIC 16. The reference in Section 12.C.3. of the Agreement to the notice mentioned in "Section B.l." is intended to refer to the notice requirement set forth in the introductory language to Section 12.B. 17. Notwithstanding the provisions of Article Fifteen of the Agreement, no consent by the County shall be required in connection with an assignment of the Agreement arising out of a foreclosure or deed in lieu of foreclosure. 18. The improvements, facilities and structures constructed by Howard in and about the Demised Premises a: - }v -Re -substantially complete, and are comp lance with the de ree-tD requirements of Section 22.B. of the Agreement. WZ(A +ket 19. Nothing contained in Article Thirty shall negate,are Vr- modify or otherwise affect the rights of Lender under the provisions of the Agreement or this Certificate. 20. The County recognizes and acknowledges that Lender, in closing and funding its loan to Howard, will rely on the representations, covenants and agreements of the County set forth herein, and it is understood and agreed that the rights and privileges of Lender hereunder will be assignable by Lender. IN WITNESS WHEREOF, the County has executed this Certificate as of the day and year first above written. County commissioners THE COUNTY OF EAGLE, STATE OF COLORADO BY: Chairma of the Board of County Commissioners -)( V�-o Te h-) -5- STATE OF COLORADO ) ss. COUNTY OF EAGLE ) / The foregoing instrument was acknowledged before me this 2N4 4 day of June, 1987, by (rear P_ A. &al es and Johnnette Phillips, as Chairman and Cerk, respectively, of the Board of County Commissioners, County of Eagle, State of Colorado. Witness my hand and official seal. �7 My commission expires: fq Notary Public HOWARD AIR SERVICES, INC., a Colorado corporation, hereby consents to and approves this Certificate as of the day of June, 1987. ATTEST: HOWARD AIR SERVICES, INC., a Colorado corporation Byf e -Z 11 EXHIBIT A TO ESTOPPEL CERTIFICATE AND AGREEMENT [Attach Complete Copy of Agreement Including All Amendments] a FIXED BASE OPERATOR CONCESSION AGREEMENT AND LEASE BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND HOWARD AIR SERVICES, INC. o. C86-68-17 359982 BOOK ..... 44 2 /�-- JONNNETTE PHILLIPS EAGLE CTY. RECORDER JUN 3 133 PM '01 This Agreement and Lease (the "Agreement") entered into this 1st day of August, 1986, by and between the County of Eagle, State of Colorado, a body politic and corporate, acting by and through its Board of County Commissioners ("County"), and Howard Air Services, Inc., a Colorado corporation ("Howard"). WITNESSETH: WHEREAS, the County now owns, controls and operates the Eagle County Airport (the "Airport") located between the towns of Eagle and Gypsum in the County of Eagle, State of Colorado; and WHEREAS, the County is duly authorized by law to adminis- Cter and govern the property known as the Eagle County Airport; and WHEREAS, fixed base operation services are essential to the proper accommodation of general and commercial aviation at the Airport; and WHEREAS, Howard is an experienced fixed base operator and desires to make such services as required by the County, as herein more fully described, available at the Airport. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties hereby agree as follows: ARTICLE ONE CONCESSION The County does hereby grant to Howard a concession to operate as a fixed base operator at the Eagle County Airport for the term and subject to the conditions set forth in this Agreement. a page 2 ARTICLE TWO TERM The term of this Agreement shall be for a period of thirty (30) years, commencing on the 1st day of July, 1986, and continuing through the 30th day of June, 2016 (the "Termi- nation Date"), unless earlier terminated under the provisions of this Agreement. Nine months prior to the Termination Date, Howard or its successor under this Agreement shall have an option, provided they are in full compliance with the terms and conditions of this Agreement, to lease the premises described in Article III under the terms and conditions then established by the County or its successor, for another term of thirty years. Should Howard or its successor fail to exercise its option with the County by the 180th day prior to the Termination Date, the County or its successor shall be free to enter into an agreement with any party it deems appropriate. ARTICLE THREE LEASED PREMISES M C A. The County does hereby lease to Howard for the Hpurpose of fulfilling its obligations as a fixed base oper- C ator, subject only to the terms and provisions of this Agree- ment, the property described in the attached Exhibit A which is incorporated herein by this reference. Should the County be prevented by the order of any court from renting to Howard any of the property north of runway 8/26, this lease shall not be terminated but shall be reduced by such portion, and the square footage rental shall be reduced proportionally. B. Right of First Refusal. It is agreed that during the term of the lease, Howard shall have the right of first refusal to lease at the same rate as the property provided for in this lease, two additional parcels, designated Parcel B (described on Exhibit B attached hereto), and Parcel C (des- cribed on Exhibit C attached hereto). Should the County have other applicants to lease either Parcel B or Parcel C, the County shall notify Howard, who shall have fifteen days to exercise the right of first refusal provided for herein, and enter into a lease for said parcel or parcels. Part of any such lease shall require that the property be developed within a period of no more than -twelve page 3 months for aviation purposes. This right of first refusal may not be exercised for the sole purpose of preventing another individual from renting the parcel or parcels, and if a parcel or parcels is leased to Howard pursuant to this right of first refusal but not developed and use for FBO purposes within twelve months, any lease on said parcel may be terminated on the first day of the thirteenth month. The County may also required additional assurances of development. ARTICLE FOUR COMPLIANCE WITH LAW, REGULATIONS, AND REQUIREMEN'T'S Howard shall comply with all applicable Federal, state and local laws, ordinances and regulations. Howard specifically shall observe the "Eagle County Airport Rules and Regulations." Howard further covenants to comply with "Minimum Standards and Requirements for the Conduct of Commercial Aeronautical Services and Activities at the Eagle County Airport," (the "Minimum Requirements"), as established by the Board of County Commissioners, County of Eagle, State of Colorado, or its successor. The minimum requirements in force at the time of the signing of this Agreement are attached and marked "Exhibit D". C ei ARTICLE FIVE LEASE PROVISIONS REQUIRED OR SUGGESTED BY THE FEDERAL AVIATION_ ADMINISTRATION A. Howard agrees to operate the premises leased for the use and benefit of the public, more specifically as follows: 1. To furnish good, prompt, and efficient services adequate to meet all the demands for its services at the Airport. 2. To furnish said service on a fair, equal, and non-discriminatory basis to all users thereof, and 3. To charge fair, reasonable, and non-discrimina- tory prices for each unit of sale or service, provided that Howard may be allowed to make reason- able and non-discriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. .4_ .,..., - ... �i page 4 B. Howard, for itself, its personal representatives, successors in interest, and assigns, as a part of the consid- eration hereof, does hereby covenant and agree as a covenant running with the land that: 1. No person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjec- ted to discrimination in the use of said facilities. 2. In the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be-subjec- ted e-subjec- ted to discrimination. 3. Howard shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation -Effec- tuation of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended. In the event of breach of any of the above non-discriminatory covenants, the County shall have the right to terminate the lease and to re-enter and repossess said land and the facilities thereon, and hold the same as if said Lease had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 are followed and completed, including expiration of appeal rights. C. It is clearly understood by Howard that no right or privilege has been granted which would operate to prevent any person, firm or corporation operating aircraft on the airport from performing any services on its own aircraft with its own regular employees (including, but not limited to, maintenance and repair) that it may choose to perform. The County shall require, to the extent that it is legally able to do so, that all maintenance activities be performed inside a hangar. D. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the grant- ing of an exclusive right. t Q ` page 5 E. Affirmative Action. 1. Howard assures that it will undertake an affir- mative action program, as required by 14 CFR Part 152, Subpart E, to ensure that no person shall, on the ground of race, creed, color, national origin, or sex, be excluded from participating in any employment, contracting, or leasing activities covered in 14 CFR Part 152, Subpart E. Howard assures that no person shall be excluded, on these grounds, from participating in or receiving the services or benefits of any program or activity covered by this subpart. The County assures that it will require that its covered organizations provide assurance to the grantee that they similarly will undertake affirmative action programs and that they will require assurances from their suborganization, as required by 14 CFR Part 152, Subpart E, to the same effect. tp 2. Howard agrees to comply with any affirmative C action plan or steps for equal employment opportun- H ity required by 14 CFR, Part 152, Subpart E, as part of the affirmative action program or by any Federal, state or local agency or court, including those resulting from a conciliation agreement, a consent decree, court order, or similar mechanism. Howard agrees that state or local affirmative action plan will be used in lieu of any affirmative action plan or steps required by 14 CFR Part 152, Subpart E, only when they fully meet the standards set forth in 14 CFR 152.409. Howard agrees to obtain a similar assurance from its sub -lessees' covered organiza- tions, and to cause them to require a similar assurance of their covered suborganizations, as required by 14 CFR Part 152, Subpart E. F. The County reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or view of Howard, and without interference or hindrance. G. The County reserves the right to maintain and keep in repair the landing area of the airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of Howard in this regard. LM page 6 H. During the time of war or national emergency, the County shall have the right to lease the landing area or any part thereof to the United States Government for military or naval use, and, if such lease is executed, the provisions of this instrument insofar as they are inconsistent with the provisions of the lease to the Government, shall be suspended. I. The County reserves the right to take any action it considers necessary to protect the aerial approaches of the airport against obstruction, together with the right to prevent Howard from erecting, or permitting to be erected, any building or other structure on or adjacent to the Airport which, in the opinion of the County, would limit the useful- ness of the Airport or constitute a hazard to aircraft. J. This Lease shall be subordinate to the provisions of any existing or future agreement between the County and the United States, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of Federal funds for the development of the Airport. 8 ARTICLE SIX M USE OF COMMON AREAS C2 Howard is granted the use', in common with others similar- ly authorized, of the Airport, together with all facilities, equipment, improvements, and services which have been or may hereafter be provided at or in connection with the Airport from time to time, including, but not limited to, the landing field and any extensions thereof or additions thereto, road- ways, aprons, taxiways, flood lights, landing lights, beacons, control tower, signals, radio aids, and all other conveniences for flying, landings, and take -offs. ARTICLE SEVEN OBLIGATIONS OF HOWARD I. Howard, as a fixed base operator ("FBO"), shall provide the following minimum activities or services during the term of this Agreement, at the Airport. A. Aircraft Line Services: 1. Fueling, lubricating and miscellaneous services. .a page 7 0 2. Ramp parking and tie -down. 3. Crew and Passenger lounge facilities. 4. Public restrooms and telephone. 5. Loading, unloading and towing. 6. Hangar storage. 7. De-icing service. 8. Engine Preheating. 9. Oxygen. 10. Aircraft starting. 11. Sale of sectional or W.A.C. aviation maps covering the territory within three hundred miles of the Airport, flashlight and batteries, and rulers and computers usually used by pilots for flight planning. O V4 12. Tire inflation. 13. Attendants to direct aircraft to loading and parking areas, to tie down the aircraft, to fuel aircraft, to clean windshields, to remove snow from parked aircraft, and generally to provide friendly and courteous service. Such attendants shall wear appropriate uniforms so they may be easily identi- fied and present a professional appearance. 14. Sale of beverages, cookies, candy and cigarettes. 15. Transportation services from the Airport to final destination of those persons flying into the Airport. 16. A dry nitrogen bottle for landing gear inflation. 17. Food (vending machines and catering service). 18. If requested by any air carrier serving the t 0 page 8 Airport, Howard shall provide said carrier fueling, ground handling, luggage and freight, ticketing and CFR services, and may charge for such services. B. Aircraft Airframe and Engine Repair and Maintenance, either by direct provision of the service or by agreement with an Aircraft Airframe and Engine Maintenance and Repair Avia- tion Shop Operator at the Airport. It shall be the ultimate responsibility of Howard to ensure that Aircraft and Airframe and Engine Maintenance and Repair services are available. C. Aircraft Charter. D. Aircraft Rental and Flight Instruction. II. Howard shall meet the following Minimum Standards and Requirements: A. Aircraft Line Service Activities. Howard shall demonstrate, to the satisfaction of the County, that satisfac- tory arrangements or agreements have been made with a reputa- ble aviation gasoline and lubricant distributor who will r4 provide Howard with an enforceable agreement to purchase fuel and oil in such quantities as are necessary to meet the requirements set forth herein. Aviation fuels and oils delivered to Howard by a vendor will be considered by the County to be fuels and oils dispensed by Howard under the purview of the minimum rental rates established as a part hereof. Fueling and lubricating sales, and into -plane deliv- ery of aviation fuels, lubricants and other related petroleum products shall be available from 7:00 A.M. to 7:00 P.M., seven days a week. Howard shall maintain an adequate inventory of at least one brand and two generally accepted grades of aviation fuel, engine oil and lubricants. Howard shall provide mobile fuel dispensing equipment, with reliable marking devices approved by the Federal Aviation Administra- tion, capable of servicing, in an efficient and safe manner, all types of general aviation aircraft. Howard shall have two metered filter -equipped dispensers, fixed or mobile, for dispensing two grades of aviation fuel (AV gas and jet fuel) from storage tanks having a minimum capacity of 10,000 gallons each. Mobile dispensing trucks shall have a total of 1200 gallon minimum capacity for each grade of fuel. Separate dispensing pumps for each grade of fuel are required. c e 1 ■ page 9 In conducting fuel operations, Howard shall install and use adequate electrical grounding facilities at fueling locations to eliminate the hazards of static electricity, and shall provide approved types of fire extinguishers or other equipment commensurate with the hazard involved with fueling, defueling, and servicing aircraft. All Howard fueling servic- es and systems shall be subject to inspection for fire and other hazards by the Director of Public Works or other repre- sentative of Eagle County, and the appropriate state and local fire agency. Howard shall meet all applicable fire codes: Federal, state and local, laws, statutes, ordinances, rules and regulations pertaining to fire safety. All fuel storage tanks will be installed underground. Howard shall take all precautions necessary to insure that only non -contaminated fuel is delivered into the aircraft services. Fuel delivered shall be clean, bright, pure and free of microscopic organisms, water or other contaminants. Quality control of the fuel is the responsibility of Howard. Howard shall maintain current fuel reports on file and avail - 0 able for auditing at any time by the Director of Public Works, q„4 Airport Commission or the Federal Aviation Administration. Fueling service by Howard shall be in full compliance with F.C.C. regulation, including proper fire protection and electrical grounding of aircraft during fueling operations. Servicing of aircraft shall include generally expected services, such as cleaning of the interior and exterior of aircraft and catering. Howard shall provide proper equipment for repairing and inflating aircraft tires, servicing oleo struts, changing engine oil, servicing oxygen systems, washing aircraft and aircraft windows, and recharging or energizing discharged aircraft batteries and starter. Aircraft washing service shall not be required of any FBO until suitable water for such washing is available. Howard shall provide for the adequate and sanitary hand- ling and disposal, away from the Airport, of all trash, waste and other materials, including but not limited to used oil, solvents, and other waste. The piling or storage of crates, boxes, barrels and other containers will not be permitted within the leased premises. Nothing in this paragraph shall prevent the use of used oil in an appropriate heater or furnace at the FBO so long as the use of such device complies with all applicable regulations. page 10 B. Howard shall provide ramp parking and tie -down, and ramp assistance, including the parking, tie -down and storage of only functional aircraft within Howard's leased area. Howard shall provide aircraft -to -lounge ground transpor- tation for in -transit passengers and pilots. Adequate tie -down facilities and equipment, including ropes, chains and other types of restraining devices, and wheel chocks for a minimum typical aircraft will be provided by Howard for aircraft tied down on the leased premises. Howard shall provide properly trained line personnel on duty from 7:00 A.M. to 7:00 P.M. of every calendar day (seven days a week). C. Howard shall provide a clean, comfortable, well - lighted General Aviation facility with furnishings. D. Howard shall provide terminal, passenger and crew services and, in connection therewith, shall provide a ter - r4 minal facility with a customer service counter, passenger T4 waiting room, flight crew rest area, flight crew planning room Cand lavatory facilities, and shall provide trained personnel C on duty at all normal hours of operation for seven days a week for the operation of the terminal facility and the assistance of passengers and flight crews. E. Howard will provide conveniently located, heated and ventilated restrooms which are accessible to the passengers and crews. These will be maintained in a clean and sanitary manner. At least one working telephone will be provided for public use. F. Howard shall provide adequate loading, unloading and towing equipment to safely and efficiently move aircraft and store them in times of all reasonably expected weather condi- tions. G. Howard shall provide suitable hard surfaced hangar storage facilities. III. Aircraft Airframe, Engine Repair and Maintenance activi- ties shall provide: A. Sufficient work space for any aircraft upon which airframe or engine repairs are being performed. page 11 13 B. Suitable storage space for aircraft before and after repair and maintenance have been accomplished. C. Adequate shop space to house adequate equipment and machine tools, jacks, lifts and testing equipment as required for maintenance to be performed on general aircraft. D. At least one F.A.A. certified airframe and power plant mechanic available during eight hours of the day, five days per week. IV. Howard shall construct at its sole expense: A. Building improvements that shall be permanent in nature and will contain at least 21,000 square feet, in the principal building, for FBO operations. Paved aircraft areas and the principal building area together shall occupy at least 100,000 square feet for FBO operations. A minimum of 5,000 square feet of floor area of total building(s) area(s) will be allocated and utilized for a general aviation terminal includ- T4 ing crew and passenger lounge facilities, public restrooms, Qand general administration of the FBO operations. Paved surfaced, on-site auto parking space with suffi- cient accommodations for automobiles shall be provided. Howard shall construct and occupy at least one clear span hangar containing 12,500 square feet. This hangar shall be required to have a door opening of at least 100 feet in width and 30 feet in height. Howard shall finance and build its own facility. B. All paving and building shall be of permanent construction and shall be in consistent with the design, materials and landscaping specifications approved by the Board of County Commissioners prior to construction. C. Landscaping of the FBO is required. Howard shall provide a plan for landscaping, to be approved by the County. D. Howard shall maintain all its facilities in a neat, clean and esthetically pleasing manner, and in accordance with all Rules and Regulations of the Airport. E. "The Minimum Standards for Commercial Aeronautical Services and Activities at the Eagle County Airport" shall be an integral part of this Agreement. page 12 ARTICLE EIGHT MAINTENANCE A. Howard shall keep its use area in a clean, safe and sanitary condition, including the removal of snow from such of its leased areas as may be reasonably expected to be used at the time by aircraft frequenting the Airport. Snow removal shall be done promptly in a neat and workmanlike manner to avoid leaving piles, windrows or ridges of snow or ice which might be hazardous to aircraft frequenting the Airport. B. Howard shall provide the cables and/or eyes together with their anchors to which the chains or ropes shall be secured, for tying down aircraft on its leased property. ARTICLE NINE OPERATING HOURS AND SERVICE Howard shall provide service as herein described from M 7:00 A.M. to 7:00 P.M., each and every day of the year. In addition, Howard shall provide night "on-call" service of an C employee, and the arrangement for such night "on-call" service shall be prominently posted on the fixed base operator facili- ty. Such "on-call" service shall be available to transient aircraft without prior arrangement, but Howard shall not be required hereunder to provide such "on-call" service to locally based aircraft other than charter operations except by prior arrangement or in case of an emergency. It is recog- nized that there may be short, infrequent periods during regular business hours when the attendant will not be immedi- ately available. The attendant shall be considered to be present if he is performing duties for Howard at any place on the Airport. In the event the attendant finds it necessary to leave the Airport, he shall prominently post at the facility the expected time of his return. 90 W1011118111i .. ivi D4 � is) 10 M a WVl I ".,- A. Howard shall be permitted to charge reasonable prices for services rendered and products sold as a fixed base operator. A schedule of such charges shall be posted at all times in the FBO facility and a report of all charges, past and present, and any changes thereto, shall be available for the County's inspection at all reasonable times. page 13 B. Howard shall pay to the County eight cents ($.08) per gallon on all aviation fuel sold or dispersed by Howard, which shall represent a portion of the rental price of the lease of all facilities of the County used by Howard as set forth herein. C. Tie -Down Fees. Howard shall act as the County's agent in collecting tie -down fees from all aircraft tied down on Airport property, which is not leased by the County to an individual or entity. Howard shall not be responsible for collecting tie -down fees from those individuals who have an annual tie -down agreement with the County. The fee to be collected shall be established by the County, and Howard shall be entitled to forty (40) percent of all tie -down fees col- lected by Howard under this Section; Howard shall pay over the to County sixty (60) percent of all the tie -down fees collec- ted by Howard under this Section, on a monthly basis. D. The rent for the facilities leased by Howard from the County shall consist of the fuel flowage fee of eight r++ cents per gallon of all aviation fuel sold as described in V4 Article Ten, Paragraph B., and an area use fee for the portion of Eagle County Airport occupied by Howard, which it is agreed is 209,000 square feet as described in Exhibit A. The area base rent shall be 12.5 cents per square foot per year, or a total annual area use rent of Twenty-six Thousand One Hundred Twenty-five Dollars ($26,125.000) per year, payable in twelve equal monthly installments of Two Thousand One Hundred Seventy-seven Dollars and Eight Cents ($2,177.08). Such rental payments due to the County shall be made on or before the fifteenth of each month on account of sales or revenue generated during the previous month, and a report on forms acceptable to the County shall accompany the payment showing the basis on which the payment is made. The payment of the annual area use fee shall be payable by the first day of each month for which it is due, the first payment to be due July 1, 1986. The annual area use "base rent" shall be indexed commen- cing with the rental payment in January, 1990, as follows: 1. the month of September, 1986, shall be the "base month" and the denominator; 2. the month of January of each succeeding year shall be the "anniversary month" and the numerator; 3. the index shall be the Denver -Boulder, Colorado Consumer Price Index for All Urban Consumers, All 0 - page 14 Items (1967=100) published by the U.S. Bureau of Labor Statistics, 303-837-2467; and 4. the "anniversary rent" shall be determined by multiplying the "base rent" times a fraction, the numerator being the particular "anniversary month" index and the denominator being the "base month" index. If the "anniversary month" or "base month" is an unpublished month, the previous index nearest to the anniversary date shall be used. E. Howard shall pay to the County a sum equal to three percent of the adjusted gross receipts from all business conducted and carried on by Howard at the Airport. The term "adjusted gross receipts" as used in this Agreement shall mean the aggregate amount of all sales made and services performed, for cash, on credit or otherwise, of every kind, name and nature. Adjusted gross receipts shall also include the aggregate value of all goods, wares and merchandise received for property or services, at the selling price thereof, as if in the same had been sold for cash. There shall be excluded from T4 adjusted gross receipts (1) all fuel sales; (2) all sales of r4 new and used aircraft; (3) all revenues derived from flight instruction (4) all sales to the County of Eagle government; (5) Federal, state and municipal sales taxes, or other similar taxes separately stated and collected from customers; (6) revenues from automobiles, or truck parking (for which other provisions are made herein); and (7) bad debts. The County agrees that Howard shall not be required to pay the percentage of gross revenues provided for above in this Section E until the year 1991. A combination of percentage of gross revenues, fuel flowage fee, and area use fee shall constitute the total rent and fees under this Agreement, except for the provision herein relating to car rental and parking. For the use of the other airport facilities (landing and take -off fees, etc.), Howard shall pay to the County or its concessionaires such fees as are charged to other'users of the Airport facilities similarly situated as from time to time are determined by the County. F. For the purpose of ascertaining the amount payable as rent as herein provided, Howard shall keep at the premises herein demised an accurate account of all daily sales and revenues made by Howard in, on, or from the Airport premises, the same to be entered into a book of a permanent nature which shall be available to the County for its inspection. s r Y page 15 G. Delinquency Charge: A delinquency charge of two (2) percent per month shall be added to payments required herein- above, which are rendered more than ten days days delinquent. H. Place of Payment: All payments due the County from Howard shall be delivered to a place in Eagle County desig- nated in writing by the County. I. Annual Statement. Within sixty (60) days after the end of each calendar year, Howard shall furnish to County a statement of fuel sales and adjusted gross receipts generated, and landing and parking fees collected, during the preceding calendar year, certified by an officer of Lessee as to its correctness. The County reserves the right to audit said statement and Howard's books and records, including examina- tion of the general ledger and all other supporting material, at any reasonable time during business hours, for the purpose of verifying the reported fuel sales and adjudged gross receipts, and landing and parking fees collected. If the audit ei establishes that Howard has understated or overstated fuel sales or adjusted gross receipts, or parking fees collected, by $500.00 or more, the entire expense of said audit shall be borne by Howard. Any additional payment due from Howard shall forthwith be paid to the County, with interest thereon at 1-1/2 percent per month from the date such amount originally became payable to the County. Any overpayment by Howard shall be credited against further payments due to the County. Either party may refer the results of the audit for resolution in accordance with Paragraph H below. Should Howard sublet any concessions on the Airport premises, it will require such concessionaires to also permit the examination of their books for the purposes of determining the gross receipts of such concessionaires' business. J. Disputes. In the event that any dispute may arise as to fuel sales or adjusted gross receipts, or landing or parking fees collected, the amount claimed due by Howard shall be paid forthwith and the dispute shall be submitted to a certified public accountant, agreeable to both parties, who shall determine the rights of the parties hereunder in confor- mity with generally accepted accounting principles. The fees due said accountant for such service shall be paid by the unsuccessful party, or in the event the determination is partially in favor of each party, the fee shall be borne equally by the parties. C ? C Page 16 ARTICLE ELEVEN GENERAL OPERATING PROVISIONS A. Reservations of the County. For the purposes of this Agreement, "Public Aircraft Facilities" shall mean (1) Runways; (2) Taxiways; (3) Passenger Ramp and Apron Areas; and (4) Any extensions or additions to the above and any other space or facilities provided by the County at the Airport for public and common use by aircraft operators in connection with the landing and taking off of aircraft, or in connection with operations hereinafter authorized to be performed by aircraft operators upon the aforesaid runways, taxiways, and public passenger ramp and apron areas; but only as and to the extent that they are from time to time provided by the County at the Airport for public and common use by aircraft operators. The County reserves the right to further develop or improve the Airport as it sees fit, regardless of the desires or views of Howard, and without interference or hindrance, except that the County may not arbitrarily violate or unreason- ably diminish Howard's rights as provided elsewhere in this Agreement except on a temporary basis, or diminish its ability to perform the obligations undertaken by it hereunder; provid- ed, however, that any general or partial closure of any public aircraft facilities for the purpose and duration of construc- tion or repair shall not be considered a violation or dimin- ishing of Howard's rights or ability to perform. The County reserves the right to maintain and keep in repair the public aircraft facilities of the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of Howard in this regard. There is hereby reserved to the County, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the premises hereby leased, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used for naviga- tion of flight in the air, using said airspace for landing at, taking off from, or operating on the Airport. The County reserves the considers necessary to protect Airport against obstruction, prevent Howard from erecting or right to take any action it the aerial approaches of the together with the right to permitting to be erected, any building or other structure on or adjacent to the Airport x p % 0 page 17 which when erected will be above a mean sea level elevation of six thousand five hundred eighty-nine feet and/or which would limit the usefulness of the Airport or constitute a hazard to aircraft. The County reserves the right to direct and control all activities of Howard on the public aircraft facilities area at the Airport in the event of an emergency or if Howard's operations are interfering with the use by others of the public aircraft facilities of the Airport, and to further develop and improve said Airport as the County, in its sole discretion, may deem proper. The County further reserves the right to inspect the improvements and buildings on the leased premises during the period of any construction and at all times after construction and during the term of this agreement or any extension or renewals, for the purpose of insuring compliance with the terms of this agreement, and any and all applicable federal, state or local laws or regulations. The County further reserves the right to inspect Howard's books and to procure such additional financial information as it may be deemed appropriate and necessary by the County. Notices shall be provided to Howard by the County at least forty-eight T4 hours in advance, to inspect Howard's books or records. Non-compliance with this subsection shall constitute a breach or default of this Agreement and in the event of such non-compliance, the County shall have the right to terminate this Agreement, or at the election of the County or the United States or both of said governments, shall have the right to enforce judicially this subsection. B. Compliance with Applicable Laws. Howard shall use the leased premises solely for Airport purposes as set forth herein, and in so doing shall enforce and comply with all applicable laws of the State of Colorado and the United States of America; rules and regulations of the County of Eagle; as well as any and all bureaus, departments and agencies of said County, State of Colorado or the United States of America, as they may be amended from time to time. Howard agrees to faithfully observe and obey and to compel its employees, invitees, and those doing business with it to observe and obey all of the following: 1. All rules and regulations governing the opera- tion of the Eagle County Airport; 2. All rules and regulations of the County now in effect; and V 0 page 18 3. All rules and regulations of the Federal Avia- tion Agency now in effect and such further rules and regulations as may from time to time be adopted by it relative to the operation of airports of the type and character of the Eagle County Airport. C. Notification and Review Requirements. Howard agrees to comply with the notification and review requirements covered in part 77 of the Federal Aviation Regulations in the event any future structure or building is planned for the leased premises, or in the event of any planned modification or alteration of any present or future building or structure situated on the leased premises. D. No Exclusive Rights Granted. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act. The County reserves the right, at its sole discretion, to grant others certain rights and privileges upon the _Airport which are identical in part or in whole to those granted to Howard. However, the County does covenant and agree that: 4.4 ei 1. It shall enforce all minimum operating standards or requirements for all aeronautical activities conducted at the Airport. 2. Any other operator of aeronautical endeavors or activities will not be permitted to operate on the Airport under rates, terms or conditions which are more favorable than those set forth in this Agree- ment; and 3. It will not permit the conduct of any aeronauti- cal endeavor or activity at the Airport except under an approved lease and operating agreement. E. Subordination of Agreement. This Agreement shall be subordinate to the provisions of any existing or future agreement between the County and the United States, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development, operation or maintenance of the Airport. F. Signs. Howard shall not erect, maintain or display any external signs or other advertising on the leased premises without first obtaining the written approval of the County, page 19 which approval shall not be unreasonably withheld, providing that any sign so requested shall conform to requirements specified by the County. Howard shall remove, at its expense, all lettering, signs, and placards erected on the premises at the expiration of the term of this Agreement. ARTICLE TWELVE LEASEHOLD FINANCING Notwithstanding anything to the contrary in this Lease, Howard shall have the right to mortgage its leasehold interest herein demised on such terms, conditions and maturity as Howard shall determine, and to enter into any and all exten- sions, modifications, amendments, replacement(s) and refinan- cing of any such leasehold mortgage as Howard may desire; subject, however, to the provisions of this Article Twelve. A. Lease Mortgage. No mortgage or any extension thereof made by Howard shall extend to or affect the estate and interest of the County in and to the premises or any part thereof. B. Mortgage Validity. No mortgage shall be valid or of 0 any force or effect unless and until (1) a photostatic copy of W-4 the original of each instrument creating and effecting such mortgage, certified by Howard to be a true copy, of such instrument, and written notice containing the name and post office address of the Mortgagee, shall have been delivered to the County, and (2) the mortgage shall contain the following provisions: 1. "This mortgage is executed upon the condition that no purchaser at any foreclosure sale shall acquire any right, title or interest in or to the lease hereby mortgage, unless the said purchaser, or the person, firm or corporation to whom or to which such purchaser's right has been assigned, shall, in the instrument transferring to such purchaser or to such assignee the interest of tenant under said lease, assume and agree to perform all of the terms, covenants and conditions of said lease required to be observed or performed on the part of Howard, subject to the fact that no further or additional mortgage of said lease shall be made except in accordance with the provisions contained in Article Twelve of said lease, and that a duplicate original of said instrument containing such assumption 4 £l C. (774), page 20 agreement, duly executed and acknowledged by such purchaser or such assignee and in recordable form, is delivered to the County under said lease immedi- ately after the consummation of such sale, or in any event, prior to taking possession of the premises demised thereby. 2. "The mortgagee waives all right and option to retain and apply the proceeds of any insurance or the proceeds of any condemnation award toward payment of the sum secured by this mortgage to the extent such proceeds are required for the demoli- tion, repair or restoration of the mortgaged prem- ises in accordance with the provisions of the lease hereby mortgaged. 3. "This mortgage and all rights of the mortgagee hereunder are, without the -necessity for the execu- tion of any further documents, subject and subordi- nate to the County's rights under the lease hereby mortgaged, and subject to the provision of Article Twelve of said lease, to the County's rights under said lease as said lease may be modified, amended or renewed. Nevertheless, the holder of this mortgage agrees from time to time upon request and without charge, to execute, acknowledge and deliver any instruments reasonably requested by the County under the lease hereby mortgaged to evidence the foregoing subordination." Mortgagee Rights. 1. Howard Defaults. If Howard shall mortgage this Lease in compliance with the provision of Article Twelve hereof, the County shall give to each Mort- gagee, at the address of such Mortgagee set forth in the notice mentioned herein, and otherwise in the manner provided by Article Seventeen hereof, a copy of each notice of Default by Tenant at the same time as, and whenever, any such notice of Default shall thereafter be given by the County to Howard, and no such notice of Default by the County shall be deemed to have been duly given to Howard unless and until a copy thereof shall have been so given to each Mortgagee. Each Mortgagee (a) shall thereupon have a period of ten (10) days more, after such notice is given to it, for remedying the Default, or causing the same to be remedied, than is given Howard after page 21 such notice is given to it, and (b) shall, within such period and otherwise as herein provided, have the right to remedy such Default, or cause the same to be remedied. The County shall accept performance by a Mortgagee of any covenant, condition or. agree- ment on Howard's part to be performed hereunder with the same force and effect as though performed by Howard. 2. Commencing Cure. Notwithstanding the provisions of Section C.1 hereof, no Default by Howard shall be deemed to exist as long as Mortgagee, in good faith, shall have commenced promptly either (a) to cure the Default and to prosecute the same to completion, or (b) if possession of the Premises is required in order to cure the Default, to institute foreclosure proceedings and obtain possession directly or through a receiver, and to prosecute such proceed- ings with diligence and continuity and, upon obtain- ing such possession, commence promptly to cure the Default and to prosecute the same to completion with diligence and continuity, provided, however, that the Mortgagee shall have delivered to the County, in writing, its agreement to take the action described in clause (a) or (b) herein, and that during the C2 period in which such action is being taken (and any foreclosure proceedings are pending), all of the other obligations of Howard under this Lease,* to the extent they are susceptible of being performed by the Mortgagee, are being duly performed. However, at any time after the delivery of the aforementioned agreement, the Mortgagee may notify the County in writing that it has relinquished possession of the Premises or that it will not institute foreclosure proceedings or, if such proceedings have been commenced, that it has discontinued them, and in such event, the Mortgagee shall have no further liability under such agreement from and after the date it delivers such notice to County (except for any obligations accruing prior to the date it delivers such notice), and, thereupon, the County shall have the unrestricted right to terminate this Lease and to take any other action it deems appropri- ppropriate ateby reason of any Default by Tenant, and upon any such termination the provisions of Section D hereof shall apply. Page 22 3. Lease Modification. The County and Howard agree that, from and after the date upon which the County receives the notice mentioned in Section B.1 hereof, they shall not modify or amend this Lease in any respect or cancel or terminate this Lease other than as provided herein without the prior written consent of the Mortgagee which gave such notice. 4. Limited Liability. Except as provided in Section C.2 hereof, no Mortgagee shall become liable under the provisions of this Lease unless and until such time as it becomes, and then only for as -long as it remains the owner of the leasehold estate created hereby. D. New Lease With Mortgagee. 2. Priority and Assignment. Any such new lease and the leasehold estate thereby created shall, subject to the same conditions contain in this Lease, continue to maintain the same priority as this Lease with regard to any mortgage, including any fee mortgage, on the Premises or any part thereof of any 1. Upon Termination. In case of termination of this Lease by reason of any Default or for any other reason, the County shall give prompt notice thereof to each Mortgagee under a Mortgage made in compli- ance with the provisions of Article Twelve hereof, which notice shall be given as provided in Section C.1 hereof. The County, on written request of such Mortgagee made any time within thirty (30) days C1 after the giving of such notice by the County, shall C2 execute and deliver a new lease of the Premises to r4 the Mortgagee, or its designee or nominee, for the remainder of the Term, upon all the covenants, conditions, limitations and agreements herein contained, provided that the Mortgagee (a) shall pay to the County, simultaneously with the delivery of such new lease, all unpaid Rental due under this Lease up to and including the date of the commence- ment of the term of such new lease and all expense including, without limitation, reasonable attorney's fees and disbursements and court costs, incurred by the County in connection with the Default by Howard, the termination of this Lease and the preparation of the new lease, and (b) shall cure all Defaults existing under this Lease. 2. Priority and Assignment. Any such new lease and the leasehold estate thereby created shall, subject to the same conditions contain in this Lease, continue to maintain the same priority as this Lease with regard to any mortgage, including any fee mortgage, on the Premises or any part thereof of any 0 page 23 other lien charge or encumbrance thereupon whether or not the same shall then be in existence. Concur- rently with the execution and delivery of such new lease, the County shall assign to Tenant named therein all of its right, title and interest in and to moneys (including insurance and condemnation proceeds), if any, then held by or payable to the County or Depositary which Howard would have been entitled to receive but for the termination of this Lease, and any sums then held by or payable to Depositary shall be deemed to be held by or payable to it as Depositary under the new lease. 4. Multiple Mortgagees. If there is more than one Mortgage, Landlord shall recognize the Mortgagee whose Mortgage is senior in lien as the Mortgagee entitled to the rights afforded by Sections C.1, C.2 and D hereof, provided that such Mortgagee shall have complied with the requirements of Section B hereof. 3. Sublease. Upon the execution and delivery of a new lease under this Section D, all Subleases which theretofore may have been assigned to the County thereupon shall be assigned and transferred, without recourse, by the County to Tenant named in such new lease. Between the date of termination of this Lease and the date of execution and delivery of the new lease, if a Mortgagee shall have requested such new lease as provided in paragraph 1 of this Sec- tion, the County shall not cancel any Subleases or accept any cancellation, termination or surrender thereof (unless such termination shall be effected �' as a matter of law on the termination of this Lease) C1 without the consent of the Mortgagee, except for default as permitted in the Subleases, and except CN for the purpose of permitting the County to enter into Subleases with other tenants who will occupy not less than the same amount of space demised by the cancelled Subleases at a rental rate per square foot and for terms not less than the rental rates per square foot and for at least the remainder of the unexpired terms, respectively, of the cancelled Subleases. 4. Multiple Mortgagees. If there is more than one Mortgage, Landlord shall recognize the Mortgagee whose Mortgage is senior in lien as the Mortgagee entitled to the rights afforded by Sections C.1, C.2 and D hereof, provided that such Mortgagee shall have complied with the requirements of Section B hereof. Page 24 ARTICLE THIRTEEN INSURANCE Howard shall obtain and maintain in effect during the term of this Agreement comprehensive public liability and property damage insurance covering all of Howard's activities, operations and facilities on or at the Airport. Howard shall maintain in force insurance covering the exclusively -leased premises, for the full replacement cost of the hangar, its terminal building, and associated improvements. Said insur- ance shall name the County and Howard with minimum coverage as provided in the "Minimum Requirements" and relating to all activities Howard chooses to undertake. The proceeds of any insurance shall be used to repair any damage or destruction to the hangar, terminal building or associated improvements. Such insurance shall be maintained with a company or companies approved by the County. A Certified copy of each insurance policy obtained hereunder or a certificate evidencing the existence of such insurance shall be delivered to the County within ten (10) days after execution of this Agreement. Each such copy or certificate shall contain an endorsement by the insurer obligating the carrier of such insurance to furnish the County with thirty (30) days' notice of any intended cancellation, termination or modification of such insurance. Howard further agrees to notify the County in writing as to any amendment or cancellation of such policies. The expense of such insurance shall be paid by Howard. Howard agrees to comply with all of the provisions of the laws of the State of Colorado and the United States of America pertaining to Employer's Liability Insurance, and further agrees that it will insure and keep insured all liability for compensation under the Workmen's Compensation Act of the State of Colorado. The County acknowledges that should insurance become unavailable because of some new insurance crisis, the County cannot require the impossible, but agrees to hold hearings at that time to consider a reasonable alternative to said insur- ance requirements which will protect all the parties without being unreasonable to any; and to consider an appropriate change in the F.B.O. minimum requirements. Page 25 ARTICLE FOURTEEN INDEMNIFICATIONS AND NON -LIABILITY EXCEPTIONS Howard shall indemnify and hold harmless the County, its Board of County Commissioners and the individual members thereof, its commissions, agencies, departments, officers, agents, employees or servants, and its successors from any and all demands, losses, liabilities, claims or judgments, to- gether with all costs and expenses incident thereto which may accrue against, be charged to, or be recoverable from the County, its Board of County Commissioners, and its individual members thereof, its commissions, agencies, departments, officers, agents, employees or servants and its successors, as a result of the acts or omissions of Howard, its employees or agents, in connection with Howard's use and occupancy of the Airport premises. The County shall give to Howard prompt notice of any claim made or suit instituted which in any way, directly or indirectly, affects or might affect Howard and Howard shall have the right to compromise or participate in the defense of any such action to the extent of its own interests. Howard shall likewise give prompt notice to the County of any claim or suit which directly affects or might directly affect Howard's ability to operate hereunder or which in any way affects or might affect the County or the general operations of the Airport. Except as otherwise provided within this Agreement, the parties mutually agree that nothing contained in this Agree- ment, nor the operations hereunder, shall in any way be construed to constitute the parties hereto as partners or be construed that Howard is an employee or servant of the County, and in no event shall the County become liable for any loss which may result from the operations of Howard upon the leased property, nor for any indebtedness incurred by Howard in the operations of its business conducted on the leased premises. It is hereto that assign this the written unreasonably ARTICLE FIFTEEN ASSIGNMENT mutually understood by the respective parties during the term of this Agreement, Howard may not Agreement or grant additional concessions without consent of the County, which consent shall not be withheld. Page 26 4 ARTICLE SIXTEEN COOPERATION Howard agrees that so long as it is operating as a fixed base operator pursuant to this Agreement, it shall cooperate in a fair and reasonable way with all other persons and entities operating on the Airport with the permission and approval of the County. ARTICLE SEVENTEEN NOTICES Any notices provided for herein shall be in writing and shall be delivered in person or mailed by certified or regis- tered mail, return receipt requested, postage pre -paid, to the party for whom intended at the address set forth below: Howard Air Services, Inc. 17190 Beaver Springs Houston, Texas 77090 The Board of County Commissioners County of Eagle, State of Colorado C P.O. Box 850 Eagle, Colorado 81631 Attn: County Attorney Either party may change its address by written notice to the other party. Notices are deemed to have been given effective as of the date of delivery if personally delivered, and as of the third day after mailing, if mailed. ARTICLE EIGHTEEN DEFAULT AND TERMINATION A. Termination by Howard. This Agreement shall be subject to termination by Howard in the event of any one or more of the following events: 1. The abandonment of the Airport as an airport or airfield for any type, class or category of aircraft. 2. The default by County in the performance of any of the terms, covenants or conditions of this Agreement, and the failure of the County to remedy or undertake to remedy, to Howard's satisfaction, CO CI N C? Page 27 such default for a period of forty-five (45) days after receipt of notice from Howard to remedy the same. 3. Damage to or destruction of all or a material part of the premises or Airport facilities necessary to the operation of Howard's business. 4. The lawful assumption by the United States, or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part or parts thereof, in such a manners as to restrict substantially Howard from conducting business operations for a period in excess_ of 180 days. B. Termination by the County. This Agreement shall be subject to termination by the County in the event of any one or more of the following events: 1. The default by Howard in the performance of any of the terms, covenants or conditions of this Agreement, and the failure of Howard to remedy, or undertake to remedy, to County's satisfaction, such default for a period of forty-five ( 45 ) days after receipt of notice from County to remedy the same. 2. Howard files voluntary petition in bankruptcy, including a reorganization plan, makes a general or other assignment for the benefit of creditors, is adjudicated as bankrupt or if a receiver is appoin- ted for the property or affairs of Howard and such receivership is not vacated within forty-five (45) days after the appointment of such receiver. C. Exercise of the rights of termination set forth in Paragraphs A and B above, shall be by notice to the other party within thirty (30) days following the event giving rise to the termination. D. Removal of Property. Upon termination of this Agreement for any reason, Howard, at its sole expense, may remove from the premises all signs, trade fixtures, furnish- ing, personal property, equipment and materials which Howard was permitted to install or maintain under the rights granted herein. Page 28 E. Causes of Breach; Waiver. 1. Neither party shall be held to be in breach of this Agreement because of any failure to perform any of its obligations hereunder if said failure is due to any cause for which it is not responsible and over which it has no control; provided, however, that the foregoing provision shall not apply to failures by Howard to pay fees, rents or other charges to the County. 2. The waiver of any breach, violation or default in or with respect to the performance or observance of the covenants and conditions contained herein shall not be taken to constitute a waiver of any such subsequent breach, violation or default in or with respect to the same or any other covenants or condition hereof. ARTICLE NINETEEN SUCCESSOR SERVICES Q1 If it appears likely either from failure to exercise an Coption to renew or following a meeting required herein before C termination that Howard will not continue to supply fixed base operator services provided for in this Agreement, then the County shall have the right to limited joint use of Howard's facilities for the balance of Howard's term if necessary to assure that aircraft using the Airport will continue to receive such services upon termination of this Agreement with Howard. ARTICLE TWENTY DUTY TO OBTAIN REQUIRED PERMITS Howard shall, at its sole expense, obtain and maintain in good standing all proper and necessary permits and licenses necessary to carry out and perform its obligations under this Agreement. ARTICLE TWENTY-ONE RIGHTS OF SEIZURE The County shall not be liable in any respect to, Howard in the event of any seizure of all or any part of the leased Page 29 premises by the United States of America or the State of Colorado in time of war or other national emergency. Rent otherwise payable to the County shall abate during such period, to the extent that such seizure substantially inter- feres with Howard's ability to conduct its operations. ARTICLE E • F • • IMPROVEMENTS A. Prior Approval. All improvements (and alteration to improvements) constructed by Howard, including the underground fuel storage tanks, shall receive prior structural, design and landscaping approval of the County, which approval shall not be unreasonably withheld. Howard shall at all times be subject to the directive of the County Airport Manager (or Public Works Director) provid- ed, however, that such directive shall not work a diminution of Howard's rights under this Agreement. B. Required Improvements. As part of the consideration for the privileges herein granted, Howard agrees to make the 0 required improvements to the premises. The leasehold improve- Cments are to include not less than 22,000 square feet of rq p hangar space, office space, pilots' lounge, customer service, shop and maintenance areas, and 6,000 square feet for general aviation. Howard agrees that it shall, within thirty (30) calendar days from the date of signing this Agreement, submit to the County for approval, detailed plans and specifications for all of the proposed leasehold improvements. The County agrees that it shall either approve the plans and specifica- tions as submitted, or transmit proposed revisions to Howard, promptly. In the event the County requires modification of the original plans and specifications, Howard shall have ten (10) calendar days from the date of receipt of the proposed revi- sions to resubmit the plans and specifications for the Coun- ty's approval. County's approval of plans and specifications shall not be withheld unreasonably. C. Upon being given final County approval of the plans and specifications, Howard shall engage one or more qualified contractors to construct said improvements. Construction shall commence within thirty (30) calendar days of Howard's receipt of the County's final approval of the plans and specifications and shall be scheduled for completion not later C) Page 30 than one hundred eighty (180) calendar days after commencement of construction. It is agreed and understood that leasehold improvements undertaken pursuant to this provision shall become the property of Lessor upon expiration of the lease. D. Howard agrees to provide fueling services by Septem- ber 1, 1986; and all other services as promptly as the facili- ties are completed, but in no case later than February 1, 1987. E. Performance Bond. Howard shall furnish a perfor- mance bond as provided for in the "Minimum Requirements" in the initial amount of Five Thousand Dollars ($5,000.00) to insure performance of his obligation under this contract. This dollar amount will change from year to year based on the 10 percent requirement of Section One, Article IV (D) of the "Minimum Standards and Requirements for the Conduct of Commer- cial Aeronautical Services and Activities at the Eagle County Airport," as approved March 11, 1986. F. Materials and Labor Payment Bond. Prior to begin- ning construction, Howard shall supply to the County in a form satisfactory to the County Attorney's office, a Materials and Labor Payment Bond to insure that all contractors, materials - 94 men, suppliers, subcontractors, etc., are paid for their C1 activities and materials used on construction of Howard's rq facilities on the leased premises; and to insure no claim is O made against the County and that no lien shall attach to the County's property. G. Ownership of the hangar, general aviation terminal, and other improvements to the real estate constructed on the leased premises, shall pass to the County of Eagle, State of Colorado, upon the expiration of this lease or any termination brought by forfeiture, except as provided in Article Twelve. H. Rental Cars and Parking. Howard shall provide adequate parking spaces upon the demised premises for the use of Howard's employees, customers and passengers. If Howard, at any time during this lease, cannot provide adequate parking upon the demised premises, Howard shall make arrangements with the County for adequate parking located near the terminal building or such other reasonable location as may be desig- nated by the County for the use of Howard's employees, custom- ers and passengers. At such time arrangements for adequate parking are made between the County and Howard, the County has the right to increase the rent in proportion to the additional Page 31 area utilized by Howard for the purpose of providing adequate parking. Howard shall not be required to provide all the parking that may be required to serve the needs of passengers of scheduled or charter air carriers serving the Airport. Howard shall pay to the County six (6) percent of gross revenues from any rental car operations or motor vehicle parking, for the period from the beginning of this Agreement until January 1, 1991, at which time Howard shall negotiate a new agreement relative to rental car operations or motor vehicle parking. That agreement may be governed by the requirements and rules in force at that time (January 1, 1991). I. Initial Response - Fire, Crash, Rescue. 2. Howard agrees during the first five years of this lease to store indoors, at no cost to the County, one crash/fire/rescue truck to be provided by the County. 3. The County agrees to provide the training, equipment and material for those individuals em- ployed by Howard and provided to the County pursuant to this Section. J. Howard shall, on behalf of the County and as the authorized agent of the County, perform daily runway checks at the Airport in accordance with FAA requirements. Such runway 1. Howard shall provide and make available to the County, at all times that the Airport is operation- al for general aviation and/or scheduled commercial airline flights, at least two persons who are trained and certified by the Gypsum Fire Protection District, or other body mutually agreed upon, in Crash/Fire/Rescue ("C/F/R") procedures for the operation of fire truck and fire fighting equipment in the event of a fire, aircraft accident, disaster or other emergency at the Airport. During all periods when Howard's personnel shall be performing C/F/R services, such personnel shall be deemed to be and shall constitute employees of the County, and CM shall be compensated wages by Howard or the air- lines, and shall be included in the County's insur- ance coverages. If Howard's personnel are called out for C/F/R services at a time when the F.B.O. is not open to the general public, such personnel shall be compensated by the County or the airlines. 2. Howard agrees during the first five years of this lease to store indoors, at no cost to the County, one crash/fire/rescue truck to be provided by the County. 3. The County agrees to provide the training, equipment and material for those individuals em- ployed by Howard and provided to the County pursuant to this Section. J. Howard shall, on behalf of the County and as the authorized agent of the County, perform daily runway checks at the Airport in accordance with FAA requirements. Such runway 0 Page 32 checks shall be reported on a daily basis on forms provided by the County, and such forms shall be delivered to the County on a monthly basis. K. Howard shall timely report to the County, on forms provided by the County, all violations in the regulations of the Airport as established from time to time by the County, which are observed and/or known to Howard. L. Howard shall distribute to all pilots using the Premises any and all information and material provided by the County pertaining to the procedures and use of the Airport, including but not by way of limitation, general aviation landing fees, noise abatement procedures, and _similar information. M. Utilities. 1. The County agrees to provide the following utilities to, at or near the lot line, and the responsibility for extension, connection, and payment for services shall be Howard's. a. Electric b. Gas C. Temporary water supply (until such time as a permanent water supply is made available) The County agrees to provide a permanent water supply as soon as it is practicable and as soon as County funds are available for such purpose. The time of installation of such system shall be deter - 4 mined by the County. .r 2. Howard shall provide for the costs of any treatment of temporary water service. 3. Howard shall provide its own septic system as part of the construction of its facility. 4. Howard shall arrange and pay for its own trash removal. 5. The County is contemplating future installation of water system and connection to a sewerage system. At such time as sewer and/or water lines are brought to within 50 feet or less of the leased premises, Howard shall connect to said water and/or sewer Page 33 service at its own expense. Howard shall pay water or sewer charges on the same basis as other patrons of the water and sewer system. Howard agrees to pay the cost of all utilities. In the event Howard fails to pay any utility bills when due, the County may, at its option, pay the same and collect from Howard the amounts so disbursed, plus interest at the rate of 2% per month or fraction thereof. N. Subletting. Howard agrees to make space available on a fair and equitable basis within the terminal area of its facility. Howard shall not discriminate in favor of or against any scheduled air carrier. This is not to imply that Howard may not provide quantity or volume discounts, nor guarantee that space may not be all contracted out or sub -leased at some time, and additional space may not be available. Space in Howard's facility shall be sublet only to aviation business or aviation related business. Prior to subletting, the proposed sublease shall be submitted to the County for approval. The County shall not unreasonably refuse to approve any sublease but may refuse to approve any sublease which would violate the Airport rules and regulations; or which would result in violation of minimum standards for commercial operations or activities; or which fails to provide for required percentage payments to the County; or which is not for aviation or aviation related facility; or which would X11 violate the terms of any grant received by the County; or for r; any other legitimate reason. .1W O. Other Operations. Howard, as FBO, may conduct those other operations for which provision is made in the "Minimum Requirements," provided it complies with the requirements of those regulations, and first identifies that proposed addi- tional activity and secures the approval of the County. Approval of the County shall not be unreasonably withheld. •V 01�. In providing any of the required and/or authorized services or activities specified in this Agreement, Howard shall operate for the use and benefit of the public and shall meet or exceed the following standards: A. Howard shall furnish service on a fair, reasonable and non-discriminatory basis to all users of the Airport. Page 34 Howard shall furnish good, prompt and efficient service adequate o meet all reasonable demands for its services at the Airport. Howard shall charge fair, reasonable, and non-discriminatory prices for each unit of sale or service; provided however, that Howard may be allowed to make reason- able and non-discriminatory discounts, rebates or other similar types of price reductions to volume purchasers. B. Howard shall select and appoint a full-time manager of its operations at the Airport. The manager shall be qualified and experienced, and vested with full power and authority to act in the name of Howard with respect to the method, manner and conduct of the operation of the fixed base services to be provided under this Agreement. The _manager shall be available at the Airport during regular business hours, and during the manager's absence a duly authorized subordinate shall be in charge and available at the Airport. C. Howard shall provide, at its sole expense, a suffi- cient number of employees to provide effectively and effi- ciently the services required or authorized in this Agreement. D. Howard shall control the conduct, demeanor and appearance of its employees, who shall be trained by Howard ll� and who shall possess such technical qualifications and hold C7 such certificates of qualification as may be required in Ccarrying out assigned duties. It shall be the responsibility of Howard to maintain close supervision over its employees to assure a high standard of service to customers of Howard. E. Howard shall meet all expenses and payments in connection with the use of the premises and the rights and privileges herein granted, including taxes, permit fees, license fees and assessments lawfully levied or assessed upon the premises or property at any time situate therein and thereon. Howard may, however, at its sole expense and cost, contest any tax, fee or assessment. F. Howard shall comply with all Federal, state and local laws, rules and regulations which may apply to the conduct of the business contemplated, including rules and regulations promulgated by the County, and Howard shall keep in effect and post in a prominent place all necessary and/or required licenses or permits. G. Howard shall be responsible for the maintenance and repair of the premises and shall keep and maintain the, premi- ses in good condition, order and repair, and shall surrender Page 35 the same upon the expiration of this Agreement, in the condi- tion in which they are required to be kept, reasonable wear and tear and damage by the elements not caused by Howard's negligence excepted. H. It is expressly understood and agreed that, in providing required and authorized services pursuant to this Agreement, Howard shall have the right to choose, in its sole discretion, its vendors and suppliers. ••• 144 DI o The parties both recognize that it is in the public interest and to their mutual benefit that a satisfactory range of fixed base air operation services be made available to the public in a prompt, efficient and courteous manner. To that end, Howard and the County shall meet together from time to time, upon the written request of either, for the purpose of addressing any complaints which may have been received by either and reviewing in general the fixed base air operation services being furnished by Howard from the Premises. Each party agrees to promptly undertake such action as may be W reasonable and appropriate to remedy the situation giving rise r4 to any such complaints and/or any operational deficiencies or C hindrances thereto. ARTICLE TWENTY-FIVE RIGHT OF INGRESS AND EGRESS Howard shall have at all times the full and free right of ingress to and egress from the premises and facilities re- ferred to herein for Howard, its employees, customers, passen- gers, guests, and other invitees. Such right shall also extend to persons or organizations supplying materials or furnishing services to Howard, to include vehicles, machinery, and equipment reasonably required by such persons or organiza- tions. ARTICLE TWENTY-SIX SURRENDER OF POSSESSION On the expiration or other termination of this lease, Howard's right to use of the premises, facilities, and servic- es described herein shall cease, and Howard shall vacate the premises without unreasonable delay. t Page 36 The hangar, fixtures, improvements, and other property bought, installed or erected by Howard in, on, or about the Airport and premises leased hereunder, including, but not limited to, underground storage tanks, pipes, pumps, wires, poles, heating and air conditioning equipment, shall be deemed to become the property of the County upon conclusion of the lease term. Any and all personal property not removed by Howard within a 30 -day period after the expiration of the lease shall thereupon become a part of the land on which it is located, and title thereto shall thereupon vest in the County. ARTICLE TWENTY-SEVEN INSPECTION BY COUNTY During the term hereof, the County shall have the right to inspect said premises either by its Commissioners or designated employees, at any or all reasonable times upon adequate prior notification to Howard. ARTICLE TWENTY-EIGHT DAMAGE OR DESTRUCTION OF HANGAR If the hangar [to be constructed on the Airport premises Oby Howard] is partially damaged by fire, the elements, the public enemy, or other casualty, such hanger shall be repaired with due diligence by Howard at its own cost and expense. If the damage is so extensive as to render such hangar untenant- able, but capable of being repaired within 90 days, the hangar shall be repaired with due diligence by Howard at its own cost and expense, and the rent payable hereunder with respect to Howard's exclusive space in such hangar shall be proportion- ately paid up to the time of such damage and shall thenceforth cease until such time as the hangar shall be fully restored. If such hangar is completely destroyed or is so damaged that it will remain untenantable for more than 90 days, Howard shall repair or reconstruct the hangar with due diligence at its own cost and expense, rent for that hangar to be adjusted as set forth above. ARTICLE TWENTY-NINE F.A.A. AND AIRPORT INSTRUMENTS The Federal Aviation Agency and the County are hereby granted the right and privilege by Howard to place on and around the above-described premises, without cost to Howard, " ' Page 37 whatever instruments and equipment they desire during the term of this lease, so long as said instruments or equipment do not interfere with the intended use of the premises by Howard. ARTICLE THIRTY NO PRIVATE CAUSE OF ACTION The rights herein contracted for shall inure solely to the benefit of the parties to this Agreement, and nothing herein shall be construed to grant a cause of action to non-parties claiming as third party beneficiaries or otherwise. ARTICLE THIRTY-ONE ADDITIONAL CONDITIONS A. All the covenants, conditions, and provisions in this Agreement shall extend to and bind the legal representa- tives, successors, and assigns of the respective parties hereto. B. This Agreement shall be construed under the laws of M the State of Colorado. Any covenant, condition, or provision M herein contained that is held to be invalid by any court of el competent jurisdiction shall be considered deleted from this C Agreement, but such deletion shall in no way affect any other covenant, condition or provision herein contained so long as such deletion does not materially prejudice the County or Howard in their respective rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. C. All amendments to this Agreement must be made in writing by mutual agreement of the parties, and no oral amendments shall be of any force or effect whatsoever. D. In the event that the County enters into any lease concession, contract, or agreement with any other fixed base operator with respect to the Airport containing more favorable terms that this Agreement, or in the event that the County grants to any other FBO rights or privileges with respect to the Airport which are not accorded to Howard hereunder, then the same rights, privileges, and more favorable terms shall be concurrently and automatically made available to Howard. E. The clause headings appearing in this Agreement have been inserted for the purpose of convenience and ready 0 Page 38 reference. They do not purport to, and shall not be deemed to, define, limit or extend the scope or intent of the clauses to which they appertain. F. Lessee and Howard. For purposes of this Agreement the terms "Lessee" and "Howard" are one and the same meaning and refer to Howard Air Services, Inc., its successors or assigns. G. Lessor and County. For purposes of this Agreement the terms "Lessor" and "County" are one and the same meaning and refer to the County of Eagle, State of Colorado, or its successor or assigns. H. This Agreement supersedes all previous communica- tions, negotiations and/or contracts between the respective parties hereto, either verbal or written, and the same not contained herein are hereby withdrawn and annulled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the year and date first above written. HOWARD AIR SERVICES, INC. By: Charley Presiden ATTEST: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its Board of County Commissioners :`Welch, ATTEST: ®♦�1"'-"" "0`''4� s erk to the Boa -Ya of County Commissioners M n Page 39 I , _11LEA, do hereby certify that I am the Secretary of Howard Air Services, Inc., a Colorado corpo- ration, named as concessionaire in the foregoing agreement, and that Charles J. Howard, who signed said agreement 'on behalf of Howard Air Services, Inc., is the President of said corporation, and that in signing this agreement, he was within the scope of his authority. "N :i�' -this '-4� day of August, 1986. !a Z a Secretary STATE OF COLORADO ) ss County of Eagle ) The foregoing instrument was acknowledged before me this day of August, 1986, by Donald H. Welch and Johnnette Phillips, as Chairman and Clerk respectively of the Board of County Commissioners, County of Eagle, State of Colorado. My commission expires Notary Public STATE OF COLORADO ) ) ss County of Eagle ) The foregoing instrument was acknowledged before me this lst day of August, 1986, by Charles J. Howard, as President of Howard Air Services, Inc. My `'commission expires /9�` T7 Notary Public (Additional Acknowledgement next page) b M Page 39 I , 'do hereby certify that I am the Secretary of Howard Air Services, Inc., a Colorado corpo- ration, named as concessionaire in the foregoing agreement, and that Charles J. Howard, who signed said agreement on behalf of Howard Air Services, Inc., is the President of said corporation, and that in signing this agreement, he was acting within the scope of his authority. Done this day of August, 1986. Secretary STATE OF COLORADO ) ) ss County of Eagle ) The foregoing instrument was acknowledged before me this day of August, 1986, by Donald H. Welch and Johnnette Phillips, as Chairman and Clerk respectively of the Board of County Commissioners, County of Eagle/,, State of Colorado. My commission expires l �1 9z �� M97 Notary Public STATE OF COLORADO ) ) ss County of Eagle ) The foregoing instrument was acknowledged before me this 1st day of August, 1986, by Charles J. Howard, as President of froward Air Services, Inc. N!y commission expires ' Notary Public (Additional Acknowledgement next page) Page 40 STATE OF z� ) ss County of The foregoing � oing instrument was acknowledged before me this � l„ day of August, 1986, by �o�© £ �%, ZLVE �,P , as Secretary of Howard Air Services, Inc. My commission expires / 9 Xl�' ."� Notary Public d.ErlDA FOWLKES Notnry Public, State of Texas Commi". iExpiras 12/21/8.5) , 4 EXHIBIT A PARCEL A A parcel of ground located at the Eagle County Airport located in section 3, Township 5 South, Range 85 West, of the 6th Principal Meridian.- All measurements are at 90 degrees left or right of centerline stationing for Runway 7/25 with 0 + 00 being the East end and proceeding to the West end along the bearing of South 81 degrees, 56 minutes, 58 seconds West. Station 0 + 00 being located North 21 degrees, 53 minutes, 25.5 seconds West, a [„ "4 distance of 2293.55 feet from the Southeast corner of said Section 3. L^ Said Parcel "A" is rectangular in shape, 418 feet wide by 500 feet long, with the true point of beginning being located 845 feet left of station 16 + 32.50, thence proceeding 418 feet to a point 1263 feet left of the same station 16 + 32.50, thence proceeding 500 feet to a point 1263 feet left of station 21 + 32.50, thence 418 feet to a point 845 feet left of same station 21 + 32.50, thence 500 feet back to the true point of beginning. Said Parcel "A" containing 209,000 square feet, more or less. EXHIBIT B PARCEL B A parcel of ground located at the Eagle County Airport located in section 3, Township 5 South, Range 85 West, of the 6th Principal Meridian. All measurements are at 90 degrees left or right of centerline stationing for Runway 7/25 with 0 + 00 being the East end and proceeding to the West end along the bearing of South 81 degrees, 56 minutes, 58 seconds West. Station 0 + OO.being located North 21 degrees, 53 minutes, 25.5 seconds West, a distance of 2293.55 feet from the Southeast corner of said Section 3. Said Parcel "B" is rectangular in shape 418 feet wide by 250 feet long, with the true point of beginning being located 845 feet left of station 21 + 32.50, thence proceeding 418 feet to a point 1263 feet left of the same station 21 + 32.50, thence 250 feet to a point 1263 feet left of 23 + 82.50, thence 418 feet to a point 845 feet left of the same station 23 + 82.50, thence 250 feet back to the true point of beginning. Said Parcel "B" containing 104,500 square feet, more or less. V: w '- , p �'> r _. t � � EXHIBIT C PARCEL C A parcel of ground located at the Eagle County Airport located in section 3, Township 5 South, Range 85 West, of the 6th Principal Meridian. All measurements are at 90 degrees left or right of centerline stationing for Runway 7/25 with 0 + 00 being the East end and proceeding to the West end along the bearing of South 81 degrees, 56 minutes, 58 seconds West. Station 0 + 00 being located North 21 degrees, 53 minutes, 25.5 seconds West, a distance of 2293.55 feet from the Southeast corner of said Section 3. WIT Said Parcel "C" is rectangular in shape, 418 feet wide by 250 feet long, with the true point of beginning being located 845 feet left of station 23 + 82.50, thence proceeding 418 feet to a point 1263 feet left of the same station 23 + 82.50, thence 250 feet to a point 1263 feet left of station 26 + 32.50, thence 418 feet to a point 845 feet left of the same station 26 + 32.50, thence 250 feet back to the true point of beginning. Said Parcel "C" containing 104,500 square feet, more or less. ■ ADDENDUM #1 TO FIXED BASE OPERATOR CONCESSIONS AGREEMENT AND LEASE AGREEMENT DATED AUGUST 1, 1986 Eagle County reserves the right, and Howard acknowledges the County's right, to use, install, and maintain underground utilities in the area from the Northern most edge of Parcels A, B, and C, to a line thirty ( 30 ) feet to the South of said Northern boundary of said parcels. The County agrees to repair and restore any surface improvements installed by Howard which may be damaged or destroyed by the County or its agents in its use, maintenance, or installation of underground utilities pursuant to the rights reserved in this Addendum. Any work done in said easement shall be done in as prompt and as efficient a manner as possible, so as to minimize any interference with the operation of Howard's F.B.O. 4 Dated August, 1986. r. HOWARD AIR SERVICES, INC. By:. -- Charles COUNTY OF EAGLE, STATE OF COLORADO, by and through its BOARD OF COUNTY COMMISSIONERS By: Donald H. Welch, hairman � H C87-87-17 I� 3 6 0 3 6 6j r' BOOK.,.JONNNCTTE P141LUP-11 PAGE /5S EAGLE CTY. RECOFitiEii LEASE ADDENDUM AND MODIFICATION MODIFYING AGREEMENT AT BOOR 463, PAGE 756 ,JUN in 1137 AY '8 This lease addendum and modification is entered into by the County of Eagle, State of Colorado, acting by and through its Board of County Commissioners; and Howard Air Services, Inc., a Colorado Corporation. The purpose of this addendum is to correct an error in the description attached to the original agreement entitled "Fixed Base Operator Concession Agreement And Lease Between The County of Eagle, State of Colorado, and Howard Air Services, Inc.," dated August 1, 1986, and recorded at Book 463, Page 756, of the Records of the Eagle County Clerk and Recorder; and to add some additional property to the lease. In consideration of the mutual promises contained herein the parties agree: 1. That the original lease shall be modified in that Exhibit A contained in the original agreement described above shall be replaced by the Exhibit A which is attached hereto, and by this agreement becomes a part of the original lease ab initio. 2. That the amount of the base rent listed on page 13, Paragraph D, shall also be amended because of the increase in square footage. The square footage as a result of this agreement is 213,800 square feet, resulting in a total annual area use rent of $26,297.40 (Twenty -Six Thousand Two Hundred Ninety -Seven Dollars and Forty Cents) per year, payable in twelve equal monthly installments of Two Thousand One Hundred Ninety -One Dollars and Forty-five Cents ($2,191.45). 3. All other provisions of the original agreement except those specifically modified by this agreement shall rcmain in full force and effect. DATED: June 10, 1987. ATTEST: secrefLry C :r k of the Board o tv Commissioners HOWARD AIR SERVICES, INC. By:_ . .� Presid COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD O COU COMMISSIONERS By: r L. Gustafsfn, i (7f, (Z-1 EXHIBIT A PARCEL A A PARCEL OF LAND DESIGNATED AS "PARCEL A," LOCATED WITHIN THE EAGLE COUNTY AIRPORT PROPERTY, LOCATED IN TRACT 57, SECTION 3, TOWNSHIP 5 SOUTH, RANGE 85 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT CENTERLINE STATION 0+00 FOR RUNWAY 7/25 AN EXISTING 2" ALUMINUM CAP FROM WHICH CORNER NO. 2 OF TRACT 54 AN EXISTING BRASS CAP MONUMENT BEARS S.28052'34"E. 911.36 FEET DISTANT, WITH ALL BEARINGS CONTAINED HEREIN BEING RELATIVE TO A BEARING OF S.8105615811W. BETWEEN CENTERLINE STATION 0+00 AND CENTERLINE STATION 16+75 AN EXISTING YELLOW - PLASTIC CAP #14057 OF RUNWAY 7/25, THENCE ALONG THE CENTERLINE OF RUNWAY 7/25 S.81°561581,W. 1582.37 FEET, THENCE DEPARTING SAID CENTERLINE TO THE LEFT AT 90° S.08003'02"E. 845.00 FEET TO THE TRUE POINT OF BEGINNING, THENCE S.08°03'02"E. 80 FEET, THENCE S.81056'58'W. 60.00 FEET, THENCE S.08003'02"E. 338.00 FEET, THENCE S.81056'58"W. 500.00 FEET, THENCE N.08003'02"W. 418.00 FEET, THENCE N.81 °56'58"E. 560.00 FEET TO THE TRUE POINT OF BEGINNING, SAID PARCEL "A" CONTAINS 213,800 SQUARE FEET C MORE OR LESS. r.. EXHIBIT H 0 ESTOPPEL CERTIFICATE AND AGREEMENT [Description of Other Agreements Between Howard and The County] 1. Public Terminal Lease Agreement between Howard and the County dated March 16, 1987 concerning the lease by Howard to the County of a portion of the building located on the Demised Premises (the "Terminal Lease"). 2. Supplemental Agreement Regarding Offsetting Payments between Howard and the County dated March 16, 1987 concerning the deduction by Howard from amounts due by Howard to the County under the Agreement of the amounts due by the County to Howard under the Terminal Lease. _8- EM EXHIBIT C 0 ESTOPPEL CERTIFICATE AND AGREEMENT [Description of Agreements of Type Referred to in Sections S.J. and ll.E. of Agreement] 1. Grant Agreement between the County and The United States of America dated June 13, 1983 and accepted June 20, 1983 concerning Project No. 3-08-0020-01, Contract No. DOT-FA83NM- 1037. 2. Grant Agreement between the County and The United States of America dated August 30, 1984 and accepted September 4, 1984 concerning Project No. 3-08-0020-02, Contract No. DOT-FA84NM-1014 as amended by Amendment No. 1 and Grant Agreement accepted July 28, 1986. 3. Grant Agreement between the County and The United States of America dated March 26, 1987 and accepted March 30, 1987 concerning Project No. 3-08-0020-07, Contract No. DOT-FA87NM- 1021. It -9- SECOND AMENDMENT AND MODIFICATION TO FIXED BASE OPERATOR CONCESSION AGREEMENT AND LEASE BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND HOWARD AIR SERVICES, INC. This Second Amendment is entered into this day of June, 1987 by and between the County of Eagle, State of Colorado, acting by and through its Board of County Commissioners (the "County") and Howard Air Services, Inc., a Colorado corporation ("Howard"). The County and Howard have executed that certain Fixed Base Operator Concession Agreement and Lease dated August 1, 1986, recorded in the Eagle County Clerk and Recorder's office at Book 463, Page 756 as amended by that certain Lease Addendum and Modification dated June 10, 1987 (the "Agreement"). Howard is attempting to mortgage its interest in the Agreement and the County desires to facilitate such mortgaging of Howard's interest. In consideration of the above premises and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Under Article Twelve, the following paragraph E shall be inserted: "E. It is understood and agreed that if Howard shall mortgage or encumber its interest under this Agreement, then, notwithstanding any other restriction or limitation set forth herein, the Mortgagee or any other purchaser at a foreclosure sale shall have the right to acquire, own and hold the interest of Howard under and pursuant to this Agreement (including both the concession granted to Howard in Article One hereof and the leasehold estate granted to Howard in Article Three hereof), and to thereafter assign lwi+)% the u✓rite^ such interestAto a party or parties who hold all licenses and f.�e permits necessary or required for the operation of a fixed Co�nSeuCf" ;Gk base operation at the Airport. Without limiting the �uhl� co�Se�fi shalt generality of the foregoing provisions, no default shall be not be, uhraasondbVrticleeemed to have occurred under Article Four or any other �� or section of this Agreement by reason of the failure AkPM W� of the Mortgagee or any other purchaser at a foreclosure sale , Ah, to hold all licenses and permits necessary or required for the operation of a fixed base operation at the Airport. In 4J addition, from and after commencement of foreclosure proceedings or other exercise of remedies by the Mortgagee, and during any period during which the Mortgagee or any other purchaser at a foreclosure sale is attempting to locate an assignee or transferee of the interest of Howard under this Agreement, the Mortgagee and/or such purchaser shall be relieved of any operation responsibility as described in Article Nine hereof. If the fixed base operation shall be suspended during any such period of time, the County may, in order to preserve its investment in the Airport, at any time after commencement of foreclosure proceedings by the Mortgagee, enter upon the premises leased to Howard pursuant to this Agreement and make interim use of the fixed base facilities to allow the continued operation of the Airport. This interim use of the premises may be accomplished by the County directly or by any of its representatives or designees, specifically including an FBO operator which is operating under a contract with the County. Any such temporary operator shall vacate the premises upon thirty days' prior written notice from the Mortgagee (or any other purchaser at a foreclosure sale) that a duly licensed operator is prepared to assume operation of such facilities at the end of such thirty -day period, and any agreement made 06/25/87 3109L (7) the County with a third party operator shall so provide. t Prp�ch �+ Any facilities by Any the County shalrived from the l in�€ure to the benefitration of of Howard, subject to the rights of the Mortgagee." ��ew2. Unless s ecificall modified herein, the A reement specifically g remains unmodified and is hereby ratified and reaffirmed. IN WITNESS WHEREOF, the parties hereto have executed this document the date first written. County Commissioners -2- HOWARD AIR SERVICES, INC. By : Char le 1dent COUNTY OF EAGLE, STATE OF COLORADO, by and through its BOARD OF COUNTY COMMISSIONERS By: Chairman Piz Telk G- eorn- e A . Gro -e5 06/25/87 3109L